Differences Between Limited Liability Company and Joint Stock Company
Differences Between Limited Liability Company and Joint Stock Company under Turkish Law
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I’m Evren ozmen, a CPA based in Istanbul, advising remote workers, freelancers, and international founders on Turkish tax and cross-border structuring.
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| Aspect | Joint Stock Company | Limited Liability Company |
| Definition | Capital is definite and divided into shares | Established by one or more persons under a legal title |
| Number of Shareholders | More than 500 (can be public if exceeded) | Maximum 50 |
| Liability for Public Debts | Shareholders are not generally liable | Shareholders are liable in proportion to their shares |
| Capital Requirements | Minimum capital TL 250,000 | Minimum capital TL 50,000 |
| Registered Capital System | Applicable | Not applicable |
| Field of Business | Any economic purpose | Restricted in certain areas (e.g., banking) |
| Mandatory Bodies | General assembly and board of directors | General assembly and board of managers |
| Obligation to have a Company Lawyer | Required if capital exceeds TL 250,000 | Not required |
| Voting Rights | Proportional to shares, max 15 votes per share | Proportional to shares, no limit on voting rights |
| General Assembly Meetings | Within 3 months after the annual activity year | Within 3 months after the annual activity year |
| Public Offering | Possible after 2 calendar years of establishment | Not possible, must convert to joint stock for IPO |
| Delegation of Management | Can be delegated to board members or third-party | Cannot be completely delegated to a third party |
| Issuance of Bonds and Debt Instruments | Allowed for both public and non-public companies | Not allowed for limited liability companies |
| Share Transfer | More straightforward, a notary not required | Requires written form, notary approval, and GA approval |
| Income Tax on Share Transfer | Appreciation gains if sold within 2 years | Appreciation gains for share transfer |
| Type of Share Certificate | Bearer shares possible conditions | Only registered shares, no bearer shares |
| Independent Audit | Subject to independent audit if meeting criteria | Subject to independent audit if meeting criteria |
| Change of Company Type | Possible to change the type | Possible to change the type |
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