Company Lawyer Antalya/Turkey
First of all, we should mention that there are detailed regulations in the relevant law about the limited liability company, which is an important part of the Company Law.Therefore, we recommend that you consult a company lawyer Antalya/Turkey for an obstacle in the scope of corporate law.
In this article we will express the important issues that need to be known about the limited liability company.
1-)Limited Liability Company
The trading companies established by a person or more persons or legal entities under the name of a trade title are called limited liability companies.Limited liability companies must have specific capital.This specific capital constitutes the sum of the share capital.Limited liability companies can be established for any purpose within the areas permitted by law.Limited companies are prohibited from operating in the insurance or banking sectors.
With the newly enacted Turkish Commercial Code, it became possible to establish a limited liability company with one partner.According to the relevant law,the number of partners of Limited companies is limited to a maximum of 50.
In Limited companies, the responsibility of the shareholders is limited to their capital in the company.In other words, the person who is a creditor of the company cannot apply to the personal assets of the shareolders,However, it is possible to impose additional obligations on the partners according to the law..At this stage it will be very useful to apply to Antalya/Turkey company lawyer.
1.1-)Limited Company Bodies
According to the Turkish Commercial Code, the compulsory bodies of limited companies are the General Assembly and the board of directors.
Unless otherwise stipulated in the law or the company contract, all General Assembly decisions, including election decisions, shall be taken with an absolute majority of the votes represented at the meeting.
The General Assembly may take the following decisions:
1-)Changing the business subject of the company.
2-)Acceptance of Privileged Capital shares in the vote
3-)The decision to limit, prohibit or facilitate the transfer of Capital shares
4-)Increase of principal capital.
5-)Limitation or abolition of the right of priority.
6-)Replacement of corporate headquarters.
7-)Approval shall be given by the General Assembly for the conduct of directors and partners in violation of the obligation of Allegiance or the Prohibition of competition.
8-)Termination of the company.
In general, the rights and obligations of the General Assembly of the limited liability company are these.We know that these steps will be solved with comprehensive legal knowledge and therefore we recommend that a Antalya/Turkey company lawyer be consulted.
2-)Nullity and cancellation of the decision of the General Assembly
The General Assembly, especially;
i-)To participate in the General Assembly, to exercise minimum voting rights, to prevent litigation, and to limit or eliminate the inalienable rights of the shareholder arising from the law.
ii-)Limiting the rights of the shareholder to obtain information, review and audit, except to the extent permitted by law,
iii-)Which violates the basic structure of the Limited liability company or contravenes the provisions of the protection of capital,
their judgment is nullity.
2.2.)Cancellation Of The Decisions Of The General Assembly
i-)Against the decisions of the General Assembly contrary to the provisions of the law or articles of association,
ii-)against the decisions of the General Assembly which are contrary to the integrity rule,
If such decisions are taken by the General Assembly,the concerned persons may file an annulment suit within three months from the date of the decision.Since these steps are easy to lose rights, Antalya / Turkey company lawyer should be consulted.
3-)Duties of Directors in Limited companies
Management of the Limited liability company may be left to one or several partners or a third party.However, at least one of the people who will run the company must be a partner.The principal may also be a legal entity.The director of the Limited Liability Company is authorized to take decisions on matters that are not left to the authority of the General Assembly.There has to be at least one principal in a Limited company.The director is appointed by company contract at the establishment of the company.Directors must be shown in the company contract.
The appointment of Directors is made by the decision of the General Assembly while the company continues.
The director’s duties may end on their own.The duties of the principals may end spontaneously upon the end of their term in office or they may resign.If there is a justified reason, each partner of the company may request the dismissal of the director in court.If the director wishes to leave office and this is not at the appropriate time, he is obliged to compensate for the damage caused. You can find out the details of all this legal information by consulting a Antalya/Turkey company lawyer.
The duties of the board of Directors may be summarized as follows:
a-)The task of managing and representing the company
b-)Invite the General Assembly to a meeting
c-)Non-competition within the company
d-)Follow-up of transactions related to the amendment of the articles of association
e-)If the company is disbanded for a separate reason than bankruptcy, the board of Directors shall report it to the trade registry.
f-)Directors are obliged to keep the company’s paycheck.
g-)Duty to ask partners to fulfil their obligation to pay capital
h-)To prepare annual reports
These are the duties of the board of directors in general, although the duties are not limited to these.For more detailed information, please contact the Antalya/Turkey company lawyer.
4-)Share Transfer In Limited Companies
The transfer of the share may be prohibited in the company contract of the limited company, if it is not prohibited, it may be transferred, but the approval of the General Assembly is mandatory for this transfer.The General Assembly may not approve this process and there is no need to give any justification for this decision.If the transfer of the share is prohibited and if partner wants to exit the limited company, partner will do so by court order.
Finally, if a person acquires shares through inheritance, execution, and similar means, the limited liability company must approve this situation within 3 months after learning of this transfer.
We tried to give a summary information about the limited liability company in this article.If you wish to obtain further information, we recommend that you consult the Company Law attorney of Antalya/Turkey.