10/10/2023

What is a Simple Commandite Company (Kollektif Şirket) in Turkey ?

Simple Commandite Company Turkey

In Turkey, a Simple Commandite Company (Kollektif Şirket) is a type of partnership structure that combines elements of both general partnerships (Kollektif Şirket) and limited partnerships (Komandit Şirket).

A Simple Commandite Company in Turkey is a business entity formed by two or more individuals or legal entities (natural persons or corporations) who come together to engage in commercial activities for profit. This type of company is regulated by the Turkish Commercial Code.

Here are some key characteristics and features of a Simple Commandite Company in Turkey:

A Simple Commandite Company consists of two types of partners: general partners (Komanditer) and commandite partners (Komandite Ortak).

General partners are responsible for managing the company’s operations and have unlimited liability for the company’s debts and obligations. They are actively involved in the day-to-day management of the business.

Commandite partners are passive investors who provide capital to the company but do not participate in the management of the business. Their liability is limited to the amount of capital they have contributed to the company.

Commandite partners provide the capital required for the company’s operations, while general partners contribute both capital and their managerial skills and expertise.

Profits and losses are typically shared among the partners according to the terms agreed upon in the partnership agreement. The distribution of profits may vary based on the partners’ roles and contributions.

  1. To establish a Simple Commandite Company in Turkey, partners must draft a partnership agreement and register the company with the Trade Registry Office in the province where the company’s headquarters is located. The partnership agreement should outline the rights, responsibilities, and profit-sharing arrangements of the partners.

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The company’s name must include the names of one or more of the general partners, followed by the words “Komandit Şirketi” or “Kollektif Şirketi.” The names of commandite partners are not disclosed to the public.

Simple Commandite Companies are subject to corporate income tax, and tax liability is calculated based on the company’s profits. Tax rates and regulations may vary depending on the company’s annual revenue and other factors.

The transfer of a partner’s interest in a Simple Commandite Company generally requires the consent of other partners, unless otherwise specified in the partnership agreement.

The dissolution of a Simple Commandite Company can occur due to various reasons outlined in the partnership agreement or as specified by Turkish commercial law. Dissolution typically involves the liquidation of assets and the settlement of liabilities.

It’s important to note that while Simple Commandite Companies provide limited liability to commandite partners, general partners still bear unlimited personal liability for the company’s debts and obligations. Partners considering this type of business structure should consult with legal and financial professionals to understand their rights and responsibilities fully and to ensure compliance with Turkish commercial regulations.

Azkan Group can support you in your Employer of Record (EOR) and payroll requests (also called Umbrella Company) in Turkey. We can manage your HR requests even if you don’t have a legal entity in Turkey.