What is the difference between a Limited Sirketi and Anonim Sirketi in Turkey?

Choosing the right company structure in Turkey is a foundational decision that affects governance, compliance costs, investment readiness, and regulatory access. Here is a detailed comparison.

Share capital requirements - Limited Sirketi: TRY 50,000 minimum, with 25% (TRY 12,500) paid up before registration. Raised from TRY 10,000 in January 2024 — existing companies were required to increase capital by December 2024. - Anonim Sirketi: TRY 250,000 minimum, also raised in 2024. For non-public A.S.s issuing registered shares, 25% must be paid on registration; the balance within 2 years.

Number of shareholders - Limited Sirketi: 1 to 50 shareholders maximum. Exceeding 50 shareholders automatically transforms the entity requirements — it must convert to an A.S. or reduce shareholders. - Anonim Sirketi: 1 shareholder minimum, no upper limit. Suitable for large investor syndicates, venture-backed companies, and public listings.

Share transferability - Limited Sirketi: Shares are not freely transferable. Transfer requires a shareholders' resolution (Genel Kurul Karari) and notation in the Trade Registry. This restricts secondary market liquidity and can complicate investment round structuring. - Anonim Sirketi: Registered shares (nama yazili) are transferable by endorsement and delivery once noted in the share register. More suitable for investor buyouts, venture capital, and employee stock options.

Governance structure - Limited Sirketi: Managed by one or more Mudurler (managers). No mandatory board structure. A single sole-shareholder Ltd can have the shareholder as sole manager — minimal governance overhead. - Anonim Sirketi: Managed by a Yonetim Kurulu (board of directors) of at least one member. Board resolutions required for major decisions. More formal governance calendar including mandatory annual general meeting.

Independent audit - Limited Sirketi: Audit is only required if meeting 2 of 3 size thresholds (TRY 75m balance sheet, TRY 150m net sales, 250 employees). Most SMEs are below and exempt. - Anonim Sirketi: Same size thresholds apply. However, any A.S. above the thresholds and all publicly traded A.S.s are mandatorily audited. Foreign investors often require contractual audit regardless of statutory obligation.

Required for regulated industries Certain licences and regulated activities are only available to Anonim Sirketler: - Banking and payment institution licences (BDDK) - Insurance and reinsurance (MASAK/DASK oversight) - Capital market intermediation (SPK licence) - Leasing and factoring companies - Certain mining operations and large-scale energy projects

Tax treatment — identical Both Ltd. Sti. and A.S. pay: - Kurumlar Vergisi: 25% flat rate on taxable profit - KDV: mandatory registration and monthly filing - Gecici Vergi: quarterly advance payments at 25% - Dividend Stopaj: 15% on distributions to Turkish individual shareholders

There is no tax advantage to choosing one structure over the other for a business below the regulated sector or large-investor thresholds.

For a startup or SME — which to choose? For the vast majority of Turkish startups and SMEs, the Limited Sirketi is the right choice: - Lower minimum capital - Simpler governance - No mandatory audit at smaller sizes - Sufficient for 1-50 shareholders - Adequate for most bank lending and government contract requirements

Choose an Anonim Sirketi from the start if: - You are entering a regulated sector requiring an A.S. licence - You are planning a Borsa Istanbul listing within 5 years - You need more than 50 shareholders (e.g., employee ownership scheme from day one) - Your institutional investors require an A.S. for their investment terms - You are establishing a subsidiary of a foreign public company where their standard structure is a stock corporation