Limited Liability Company (Ltd. Şti.)

A limited liability company is a commercial company set up by one or more shareholders, with capital divided into capital shares and liable for its debts only with its own assets (TCC Art. 573). The number of shareholders may not exceed fifty. Because its governance is simpler than a joint stock company’s, it is common among small and medium-sized businesses.

Key Features

• Minimum capital: TRY 50,000. Capital may be paid within twenty-four months of registration.
• Organs: General assembly and manager or board of managers.
• Share transfers: Written agreement, notarised signatures and, as a rule, general assembly approval (TCC Art. 595).
• Additional obligations: The articles may impose additional payment and ancillary performance obligations on shareholders.
• Leaving the company: Unlike a joint stock company, there are rules on withdrawal and expulsion of shareholders.

Shareholder Liability

As a rule, shareholders are not liable for the company’s private law debts. However, they may be held liable, in proportion to their capital shares, for public debts that cannot be collected from the company; see Shareholder Liability for Public Debts. This is one of the most important practical differences from a joint stock company.

2026 Deadline

Law No. 7511 raised the minimum capital of limited liability companies from TRY 10,000 to TRY 50,000. Existing companies with capital below this amount must increase their capital by 31 December 2026; otherwise they are deemed dissolved and enter liquidation. The Ministry may extend the period by one year at a time, at most twice.

When to Choose a Joint Stock Company

A joint stock company is more suitable for companies planning to raise investment, transfer shares frequently or create different share classes. A limited liability company can become a joint stock company through a change of legal form.