How to Establish a Limited Partnership in Turkey
A limited partnership, also known as a limited liability partnership, is a business structure in which the partners have limited liability for the debts of the company. In Turkey, the establishment of a limited partnership follows a specific process set out by the Turkish Commercial Code (TCC).
The establishment of a limited partnership in Turkey takes place in three stages:
Issuance of Articles of Association: The articles of association of a limited partnership must be written and include the name and characteristics of the company, the amount and type of every silent partner’s capital contribution, and the management responsibilities given to the silent partners. It is important to note that silent partners may only introduce cash or capital in kind into the company, and cannot introduce their personal labor or commercial reputation. The articles of association must be signed by all founding partners and approved by a notary public or placed before the director or vice director of the trade registry.
Notary Public’s Approval or Placing Signatures before the Director or Trade Registry: The articles of association, including the components that indicate that the company is a limited partnership, must be signed by all founding partners and approved by a notary public or placed before the director or vice director of the trade registry.
Registration and Announcement in the Trade Registry: After approval by the notary public or placement of signatures before the director or vice director of the trade registry, the articles of association must be registered and announced in the trade registry. The limited partnership gains legal personality and can start its economic activities as a trader.
It is important to note that the number of shareholders in a limited company may not exceed fifty, and that the transfer of limited company shares is subject to the approval of the general assembly. Additionally, the provisions in the articles of association must clearly indicate that the company is a limited partnership, otherwise it will be considered a general partnership.
In conclusion, establishing a limited partnership in Turkey requires careful attention to the provisions set out in the Turkish Commercial Code and the completion of specific registration and announcement procedures.