Legal Structure and Partnership System of Limited Company
Limited companies are businesses with legal personality and a capital company status that can be established in accordance with the Turkish Commercial Code (TTK). They can be established with at least one and at most fifty partners. The liability of the partners is limited to the capital they commit. This structure is a system that both limits risks and offers a professional management approach for entrepreneurs.
Conditions of Partnership and Share Transfer Process
Partnership in a limited company is acquired by acquiring the capital share specified in the company's articles of association. Taking a new partner or transferring the shares of an existing partner is possible with the approval of the other partners. The transfer of shares is made through a written contract through a notary and is not considered valid without being registered in the trade registry.
Partners' Right to Management and Representation
The management of the company is carried out by the manager or board of managers determined by the articles of association. The manager can be one of the partners or an outsider. Not every partner has the right to participate in the management; this authority can be limited by the contract. However, unless the authority to represent is limited, it is considered valid for third parties.
Right to Participate in General Assembly Decisions
Partners have the right to vote by attending the general assembly meetings of the company. The right to vote is determined according to the capital share ratio. Important decisions (such as amendment of the articles of association, appointment of a director, increase in capital) are taken by qualified majority. In the practices in Antalya, general assemblies held in the presence of a notary are important in terms of both validity and the prevention of disputes.
Right to Information and Review
Each partner has the right to examine the company's books and documents and to obtain information about its financial situation. This right is a legal guarantee for transparent management of the company. The director must provide this information upon request without delay.
Dividend Rights
The net profit earned by the company during the operating period is distributed to the partners in proportion to their share ratios by the decision of the general assembly. However, profit distribution is not mandatory; the general assembly may make a different decision. The right to a profit share is determined according to the capital share ratio and a partner cannot claim this right unless a distribution decision is made.
Leaving and Expulsion Situations from the Company
A partner can leave the company by court order or according to the conditions set forth in the articles of association. For example, if a serious disagreement with the other partners makes the partnership relationship unbearable, it is possible to leave through court. Similarly, a partner can be removed in some cases if it is stated in the articles of association.
Partners' Capital Contribution Obligation
Partners are obliged to contribute the capital they have committed to in the articles of association to the company within the specified period. Failure to fulfill this obligation may lead to the termination of the partnership and compensation for damages. Capital may be in cash or in-kind (goods, rights).
Non-Competition and Confidentiality Obligation
Partners cannot compete with the company's field of activity. It is forbidden to be a partner or manager in another company in the same sector. In addition, partners are obliged to keep the company's trade secrets. Partners who act contrary to these obligations may be held liable for compensation for the company's damages.
Liability for Partners' Debts
Partners are not directly liable for the company's debts; liability is limited only to the capital committed. However, legal representatives (e.g. directors) may be held personally liable if the company fails to pay public receivables (tax, social security).
Tax Liabilities and Declaration Responsibility
Limited companies are subject to taxes such as corporate tax, value added tax, and provisional tax. Although the partners are not directly responsible for the company's tax liabilities, legal action can be taken against directors who neglect their declaration obligations. For this reason, it is beneficial for the company to work with a financial advisor and to have a regular audit by a lawyer.
Transfer of Partnership Rights and Company Registration
Share transfer transactions are made with a written contract approved by a notary and become valid by being registered in the trade registry. The company contract may contain provisions that require the approval of other partners for the transfer of partnership shares. Any unlawful transfer of shares will result in invalidity.
Limited Company Practices and Disputes in Antalya
Antalya is a region where trade is intense and preferred by small and medium-sized businesses. Limited companies are frequently preferred, especially in the fields of tourism, construction and consultancy. Disputes on issues such as share transfer, profit distribution, and representation authority between partners are frequently encountered and mediation is tried. However, in cases where no results are obtained, the Court of Peace or First Instance Commercial Courts come into play.
Corporate Law Consultancy with Billur Güler Aslım
Lawyer and Mediator Billur Güler Aslım, who operates in Antalya, provides comprehensive consultancy on issues such as limited company establishment, contract preparation, partnership transfer, profit distribution. She also provides mediation process management and litigation services in disputes between partners. Legal support received before a dispute occurs is of great importance for the continuity of the company.
Frequently Asked Questions
Is legal support necessary?
→ Not mandatory, but provides great advantages in the establishment, management and disputes of the company.
Is approval required for the transfer of partner shares?
→ Yes. Approval of other partners is usually required and is regulated in the articles of association.
Does the partner lend to the company?
→ Yes, the partner can lend to the company, but the conditions for this must be determined by notary documents.
What happens if the partner competes?
→ A partner who violates the non-competition clause is liable to compensate the company for its losses.
Is it easy to leave the company?
→ No. Exit is possible according to a court decision or the provisions of the articles of association.
Does the director have to be a partner?
→ No. The director can be an outsider, but partners are usually appointed as directors.