Differences Between General Partnerships and Capital Companies in Turkey

Are you choosing between a Joint Stock Company (JSC) and a Limited Liability Company (LLC) to set up a company in Turkey? This 2025 updated guide outlines the essential differences in legal structure, capital requirements, liability, taxation, and fundraising potential—helping you decide which entity best suits your business goals.

Introduction

As of 2025, new capital thresholds, governance obligations, and tax rules have made it more important than ever to choose the right business structure when you set up a company in Turkey. Whether you’re launching a startup or expanding your operations, understanding the differences between a general partnership, JSC, and LLC is critical for compliance and growth.

This comprehensive comparison highlights the advantages, disadvantages, and practical implications of each structure under Turkish Commercial Law.

CriteriaGeneral Partnership (Adi Ortaklık)Joint Stock Company (JSC – Anonim Şirket)Limited Liability Company (LLC – Limited Şirket)
Legal StatusNo separate legal entitySeparate legal entitySeparate legal entity
LiabilityPartners have unlimited personal liabilityShareholders’ liability limited to capital investmentShareholders’ liability limited to capital investment
Minimum Capital Requirement (2025)No minimum capital required250,000 TRY (previously 50,000 TRY)50,000 TRY (previously 10,000 TRY)
Establishment ProcessSimple agreement (verbal or written)Trade Registry registration requiredTrade Registry registration required
TaxationPersonal income tax on profitsCorporate tax + dividend withholding taxCorporate tax + dividend withholding tax
ManagementAll partners have decision-making authorityManaged by a Board of DirectorsManaged by one or more managers
Business ContinuityDissolves upon partner’s departure unless agreed otherwiseContinues despite shareholder changesContinues despite shareholder changes
Fundraising OptionsLimited to personal funds & loansCan issue shares, bonds, and go publicCan accept capital contributions but cannot issue shares
Investor AppealNot attractive for investorsSuitable for large-scale investmentsSuitable for SMEs and family businesses
Regulations & ComplianceGoverned by Turkish Code of ObligationsGoverned by Turkish Commercial Code (TCC)Governed by Turkish Commercial Code (TCC)
Legal PersonalityNo separate legal personalityHas legal personalityHas legal personality

Which Business Structure is Right for You?

Choose a General Partnership if:

  • You want a simple and cost-effective structure.
  • You have a trusted business partner.
  • You can manage the risk of personal liability.

Choose a Joint Stock Company (JSC) if:

  • You need a scalable business with investment opportunities.
  • You plan to go public or raise capital through shares.
  • You require a structured governance model.

Choose a Limited Liability Company (LLC) if:

  • You want a flexible company structure with limited liability.
  • You run a medium-sized or family business.
  • You don’t need public share offerings but may seek investor funding.

Choosing the right entity structure is essential when you set up a company in Turkey. This guide serves as a practical resource to help you evaluate your options in terms of legal protection, tax efficiency, and business growth potential under 2025 regulations.

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