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Existence setting up Turkey
Türkische GmbH (limited şirket)
The Turkish Limited
1. Universal (Turkish GmbH)
The Turkish GmbH: independence in the TürkeiDie GmbH (limited şirket) becomes in the Turkish HGB in articleot. 504 defines. According to this article companions are at least two natural or juridical persons, and 50 companions form "establish" the ceiling. Shrinking on an one-man company does not lead automatically to the resolution of the GmbH, rather a court judgment is necessary.
The GmbH acquires the legal capacity as a GmbH with the entry in the trade register (türk. Articleot. 512). With the entry becomes the trading company
The companions must trace a lawful, not prohibited, common "joint" purpose "target" which does not fall under a trade kind for which a legally "a by law" prescribed type of company is prescribed compellingly. For instance, in the bank trade or insurance trade the choice "election" of the type of company is limited.
This counts "applies" also to investment trusts for which the type of company of the open corporation is prescribed compellingly. The GmbH has a joint stock "an ordinary capital" disassembled in primary deposits "capitals invested" which is fixed "determined" in the social contract by the companions. By the tuning all companions are equal. The GmbH is based in total on a contract with regulations "stipulations" about the inside relation as well as the outside relation of the company.
The GmbH is liable "sticks" only with the primary deposit "capital invested". The single companions are not liable "stick not" with her "their" personal property. From this there is an exception, nevertheless, for the case that the company has liabilities "bonds" compared with the state. The GmbH is defeated by the reserve duty. According to articleot. 466 paragraphs 1 of the Turkish HGB the reserve duty amounts to 5% of the clear profit and, in addition, according to articleot. 466 paragraphs 2 of the Turkish HGB 10% of the tipped out profit.
2. Setting up (Turkish GmbH)
The setting up of a GmbH follows in three steps:
a) Social contract
The real "virtual" setting up of the GmbH begins with the conclusion "transaction" of the social contract between at least two persons. The social contract must be closed "be rounded off" in writing and is defeated legally "by law" by given least requirements.
Without his "its" observance the entry is bounced in the trade register. The specifications about the companions, i.e. their "her" given names, family names, residence and nationality belong to the least requirements.
The specifications about the company, i.e. their "her" name, seat, joint stock "ordinary capital", company purpose and business duration, as well as profit sharing and loss participation also belong to the least requirements. According to articleot. The company name conclusions on the business operating area of the company must admit 45 of the Turkish HGB and be into Turkish language. If the company name of a companion with of the company is identically, this must be written out.
b) The license "authorization" by the commercial ministry
To the establishment of a GmbH a license "an authorization" is necessary by the commercial ministry. The application "motion" must contain a sixfold notarially accredited issue "copy" of the social contract. As far as a juridical person is a companion of the GmbH, it requires "takes" an accredited issue "copy" of the accession decision.
An investment permission for foreigners is necessary no more.
c) Payment "Deposit" of the share capital
The family chapter of the GmbH (nowadays 5 billions TL) is to be raised by a certain height in Turkish lira (TL). It is sufficient if a liability explanation is handed in "deposat" to the setting up of the company that the joint stock "ordinary capital" is deposited.
d) Entry and announcement "public notice"
According to articleot. 511 of the Turkish HGB the entry has to follow for the final establishment of the GmbH in the trade register and is to be announced in the trade register sheet. After articleot. The GmbH acquires 512 of the Turkish HGB with the entry juridical personality.
At the beginning of the activity of the company the companions, before the entry in the trade register or on the same day at the tax office must put "arrange" an application "motion". The tax office checks the specifications of the company and gives a tax register number to the company. After the named hurdles were taken, the GmbH can become active in Turkey.
It must be calculated on setting up expenses at the rate of about 2 billions TL (1,200.00) which consist of notarial fees and fees to the municipality. Decisively with the calculation of the setting up expenses are here the height of the joint stock "ordinary capital" and the size of the rented spaces "rooms".
3. Organs (Turkish GmbH)
The will "intention" of the company comments by the company organs. The company is responsible for the shops "dealings" of her "their" organs. According to articleot. The company the business capacity acquires 47 of the Turkish civil law after the setting up of the company organs.
The Turkish GmbH owns according to the law usually 2 organs: the companion's meeting
and the managers. Here is to be pointed out to the fact that now also a foreign citizen "national" can be a manager of a GmbH.
If more than 20 companions exist, it is necessary another organ: the controllers.
If a necessary organ is absent, can lead to the resolution of the company (articleot. 548). On the companion's meeting the companions have the right "law" to help on account of her "their" interest in the company in economic and administrative decisions.
4. Legal position of the companions and their "her" liability (Turkish GmbH)
The legal position of the companions is decorated "organized" for every companion by the respective shares. The respective rights "laws" and duties of the companions can be derived "deduced" from the legal position. Property legal belong to it in the form of profit sharing and non-property legal in the form of rights to vote.
The companions are liable "stick" towards third parties only with the family layout, not with her "their" personal property. Debt of the company forms "establishes" from this an exception compared with the state, e.g., in the form of taxes and social insurance performances.
These can be driven personally according to the shares of the single companions. If a companion holds 10% in a GmbH, he is liable "sticks" with 10% of the state whole debt of the GmbH with his "its" private property.
5. The joint stock "ordinary capital" (Turkish GmbH)
The joint stock "ordinary capital" amounts at present to at least 5 billions TL (approx. 3,300.00). The least amount of every companion amounts to 25 millions TL. The primary deposit "capital invested" can follow in money or material performance. Nevertheless, with a material insert the worth fixing is to be caught up by court order. The GmbH shares are in
Contrast "Opposition" to the AG not capable of traffic. I.e., to the sales and for the transmission "download" of the shares are necessary the approval of the remaining companions and a notarial authentification. For shares no bonds "securities" but only proof documents may be displayed. The conversion of the GmbH in an AG is
with it "thus" impossible.
6. Resolution and ending (Turkish GmbH)
The resolution of the company, regulated in articleot. 549 of the Turkish HBG, is directed after the capacity of the social contract and assumes "presupposes" a decision of the companions with a three quarters-persons and capital majority. Besides a resolution is by bankruptcy opening, court judgment at the request of one
Of companion or other lawful regulations "stipulations" possibly (cf türk. HGB 556/274 or türk. HGB 522 / I).
As far as the resolution does not follow in the way of the bankruptcy, it is to be announced "registered" of the manager for the entry and announcement "public notice" by the trade register. The liquidation follows in accordance with the rules
the liquidation of the AG.
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