Cooperatives, general and limited partnerships and other businesses

Besides limited and joint stock companies, other structures are also registered in the trade registry. Some (general and limited partnerships) rest on the partners' personal liability, some (cooperatives) are formed to meet members' common needs, and some link another person's (an association, foundation or company) commercial activity to the registry. All applications are made with a MERSİS request number to the relevant regional office via the İTO appointment system.

Quick comparison

All fees and notice charges: Trade registry fees · Total cost: Company formation cost

General partnership (kollektif şirket)

A company formed between individuals to run a business under a trade name, where no partner's liability to company creditors is limited.

• Name: the name and surname of all or one of the partners plus the company type (e.g. "Yılmaz ve Ortakları Kollektif Şirketi").
• Agreement: must be in writing and state that the company is a general partnership, its name and seat, business purpose, each partner's type and amount of contribution, and who represents it and how. Each partner's name, residence, nationality and Turkish ID number (tax or foreign ID number for foreigners) are included.
• Documents: petition signed by all founders, chamber registration form with partner photos, agreement prepared in MERSİS, signature declarations of non-partner representatives, notarised translated passport and tax number for foreign partners, formation notification form if a partner resides abroad, and permission from the Directorate General of Free Zones for formation in a free zone.
• If a partner has no tax number record and no copy of the tax plate is attached, the application is not accepted.

Limited partnership (komandit şirket)

A company in which some partners have unlimited liability (general partners / komandite) and others are liable only up to their contribution (limited partners / komanditer).

• General partners can only be individuals; legal entities may only be limited partners.
• Name: the name and surname of at least one general partner plus the company and type. A limited partner whose name appears in the trade name is liable to third parties like a general partner.
• Partnership limited by shares: treated as a capital company; at least 5 founders, at least one a general partner. Signatures to the articles are taken before the registry.
• For a limited partner's contribution in kind, a court-appointed expert valuation, a letter from the relevant registry that there is no restriction, and an annotation certificate are required.

Cooperative

Formed to meet members' specific economic interests, especially needs related to their profession or livelihood, through mutual help and solidarity.

• At least 7 members sign the articles; each membership share is worth TRY 100.
• Permission: the articles are approved by the Ministry of Trade; registration is not possible without formation permission.
• Documents: petition signed by the board, chamber registration form, articles prepared in MERSİS, the Ministry-approved articles booklet and the original permission letter.
• Cooperative formation is exempt from fees; the formation notice costs 1.78 TL per word. Notices of women's and disabled entrepreneurs' cooperatives are free.
• Cooperatives are corporate taxpayers; some, such as housing construction cooperatives, may be exempt under the conditions in the law.

Businesses of associations and foundations

The commercial activities of associations and foundations are taxed as an economic enterprise and registered in the trade registry.

• Each enterprise is registered with one business purpose only; separate enterprises with distinguishing additions are opened for different activities.
• Documents: petition stating the name, seat and tax number of the association or foundation and the enterprise's name, capital, address, opening date, NACE code and representatives; chamber registration form; signature declarations; official document showing that the association is active or the foundation still exists; statute or foundation deed; notarised copy of the competent body's decision to open the enterprise; official permission if required.
• Closure: notarised decision that the activity has ended and a statement that assets and liabilities have been reduced to zero.
• Tax obligations (corporate tax, VAT, books) are carried out in the enterprise's name, separately from the association or foundation.

Businesses run by companies through an ordinary partnership (joint venture)

A business run by two or more companies through a partnership without legal personality (e.g. a joint venture formed for a tender) is registered in the trade registry on request.

• The partnership agreement is in writing with all partners' signatures notarised; it states partners' trade names, addresses and representatives, and the business's name, address, purpose and duration if any. A pilot or lead partner is named.
• Representatives of the business must be individuals.
• A potential tax number is obtained from the tax office. Ordinary partnerships are separate taxpayers for VAT and withholding returns; profit is taxed in the partners' own returns.

Group of companies notification

A company together with at least two companies directly or indirectly controlled by it forms a group of companies. When one group company's holding in another reaches or falls below 5, 10, 20, 25, 33, 50, 67 or 100%, the acquirer notifies the company within 10 days, and the company has the notification registered and published. Where control is established by contract, the control agreement is registered after approval by the subsidiary's general meeting.

FAQs

Are general partnerships used today? Rarely, because of partners' unlimited liability. They appear in family businesses or professional partnerships; in most cases a limited company is more suitable. Limited company formation

Are cooperatives tax-exempt? No; cooperatives are in principle corporate taxpayers. Exemption depends on conditions in the law.

Does an association need a company for commercial activity? No; an economic enterprise is enough. Depending on scale, a separate company may be more suitable.

Sources

Turkish Commercial Code No. 6102 arts. 124, 195–209, 211–303 (general and limited partnerships), 564–565 (partnership limited by shares); Cooperatives Law No. 1163; Trade Registry Regulation art. 44; Communiqué on Registration of Businesses Run by Companies through a Partnership without Legal Personality; İTO registration pages: cooperative, general partnership, limited partnership, foundation and association businesses, joint venture businesses, group of companies (Turkish).