a)
Incorporation time
The partnership is incorporated upon the disclosure of the founders' will about incorporating a LLC in the articles of association which is prepared in compliance with law where the signatures are notarized and founders commit to pay whole capital unconditionally. In other aspects of establishments (such as payment of capital shares, payment location etc.) the provisions of joint stock companies are applied to LLCs.
b)
Registration of a limited
liability company
(i) Application for registration
An application for the registration of the LLC is filed with the trade registry subsequent to the preparation of articles of association. The managers should sign the application prior to submission. The application documents should include the following documents and information:
- A certified copy of the articles of association,
- Founders declaration,
- The document disclosing the persons who are authorized to represent the LLC as well as the their domiciles and the elected auditor,
- Names, surnames, or titles, domiciles, nationalities of all partners,
- Main capital share subscribed by each partner and total amount they have paid,
- Names, surnames and titles of the managers whether he/she is a shareholder or a third party,
- Representation method of the LLC.
(ii) Registration and announcement
The articles of association is registered at the trade registry where the headquarters of the LLC is based and should be announced in the Turkish Trade Register Gazette within thirty days after the founders certification signatures are notarized by a notary public. Paragraph one of article 36 of the new TCC does not apply to the registered and announced articles of association with the exception of the following:
- Date of the articles of association,
- Trade name and headquarters of the LLC,
- Scope of activity of the LLC and the duration of the company (if stipulated in the articles of association),
- Nominal value of the main capital,
- Real person partners name, surname and domicile and legal entity partners trade name, headquarters and capital shares that each partner subscribed for,
- Capital in kind items and capital shares to be given in return for such capital; in the case of acquisition in kind, the subject and counter party of the relevant contract, counter performance undertaken by the partnership; content and value of special benefits,
- Number of redeemed shares and content of rights given to them, if stipulated in the articles of association,
- Names, surnames or titles and domiciles of managers and other persons who have been authorized to represent the LLC,
- The method of exercising the authority to represent the LLC,
- The auditors domicile, headquarters, branch registered at the trade registry, if any,
- Secondary performance liabilities, additional liabilities or privileges, being offered for capital shares, right of first refusal, redemption and purchase as set out in the articles of association,
- Form and type of announcements to be made by the LLC and the form of notification to be made to the partners by the managers, if there is a provision in the articles of association.
c)
Legal personality
The LLC becomes a legal personality when the registration at the trade registry has been finalized. The incorporation expenses will be recovered by the founders provided that such costs are not accepted by the company. They do not have the right to recourse to the partners.
Those who made transactions on behalf of the LLC before the registration may be responsible for such transactions personally and severally. In cases where certain criteria are met (such as timely disclosure of such transactions indicating that these transactions are made on behalf of the company and acceptance of them by the company), the company could be solely responsible for such transactions).
