Limited Company (Ltd. Şti.) in Turkey | Structure, Capital & Registration

A Limited Company (Ltd. Şti.) is the most common form of business entity in Turkey, chosen by nearly 82% of all registered companies. Like the Joint Stock Company (A.Ş.), it is a capital company — meaning shareholders are liable only up to the capital they commit.

Key differences compared to an A.Ş.:

• Shareholder cap: Maximum of 50 shareholders.
• No bearer shares: Only registered shares are possible.
• No public offering: Ltd. Şti. cannot be listed on the stock exchange.

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Capital & Payment Rules (2025)

• Minimum capital: TRY 50,000.
• Cash contributions: Can be paid in full within 24 months after registration.
• In-kind capital: Allowed (e.g., immovable property, IP rights) subject to valuation and registry annotations.

For details on various structures, check Minimum Capital Requirements in Turkey.

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Governance & Shareholders

A Limited Company has two main organs:

1. General Assembly (GA): Approves amendments, elects directors, auditors, and decides on dissolution.
2. Director / Board of Directors: Manages and represents the company. At least one director must also be a shareholder. There are no nationality or residency restrictions.

Need the exact paperwork? See Documents for Company Registration in Turkey.

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Share Transfer Rules

Unlike an A.Ş., the transfer of shares in a Ltd. Şti. is subject to General Assembly approval.

The process typically involves:

1. Drafting a notarised share transfer agreement between buyer and seller.
2. Approval by the General Assembly (unless the articles allow automatic approval).
3. Registration of the transfer at the Trade Registry and announcement.

Full details: Share Transfer in Turkish Companies.

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Registration Process

The establishment process is fast and digital through MERSİS.

Steps include:

• Drafting the company contract via MERSİS.
• Obtaining a tax number for foreign shareholders.
• Certifying founder and director signatures.
• Paying the Competition Authority fee (0.04% of capital).
• Filing documents at the Trade Registry Directorate.

For a step-by-step breakdown, see Steps to Establish a Company in Turkey.

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Audit & Compliance

Limited companies exceeding certain thresholds (assets, turnover, employees) must undergo independent audit under international auditing standards.

Learn more: Company Audit in Turkey.

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Dissolution & Liquidation

Like A.Ş., a Ltd. Şti. can be dissolved voluntarily or due to legal reasons. After liquidation, assets are distributed among shareholders proportionally.

Read more: Liquidation of a Company in Turkey.

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Why Choose Ltd. Şti. Over A.Ş.?

Advantages:

• Lower minimum capital (TRY 10,000).
• Simpler governance model (fewer formalities).
• Suitable for SMEs, family businesses, and foreign investors seeking a cost-effective entry into Turkey.

Disadvantages:

• Share transfer restrictions may limit flexibility.
• Cannot issue bearer shares or go public.

Compare with: Joint Stock Company (A.Ş.) in Turkey.

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Required Documents (At a Glance)

• Company contract (approved by founders).
• Signature declarations of directors.
• Competition Authority fee receipt.
• Valuation reports (if in-kind capital).
• Board member acceptance (if non-partner directors are appointed).

Full checklist: Documents for Company Registration in Turkey.

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Get Professional Support

MFY Legal assists foreign entrepreneurs, SMEs, and corporate investors in structuring their Turkish Ltd. Şti. correctly from drafting contracts to handling registrations and ongoing compliance.

Contact us today to start your Limited Company formation in Turkey.