Commandite Companies

The limited liability company is established by two or more persons in order to operate a commercial enterprise under a joint trade name, and the liability of some of the partners towards the creditors of the company is not limited and the responsibility of some of the other partners.
It is a type of company with a legal personality, whose liability is limited to a certain amount, whose license is limited to the subject of operation.

Establishment

1-) Petition
 The company must be signed by the authorized signatory, if signed by proxy, the original or certified copy of the power of attorney must be attached, the tax office to which the company will be affiliated must be specified, and the attached document must be included.
 In the petition, the title of the company, the capital center opening date and the subject of its actual activity on that date should be clearly indicated together with the NACE code, and if it is determined that the information is correct, it should be written that the responsibility belongs to the person or persons who signed the petition.
2-) The Chamber Registration Statement must be signed by the Authorities – there must be pictures of the partners.
3-) If the main contract prepared from Mersis is to be signed by the partners, the partners must be present at the relevant unit at the appointment time. If the contract will be signed by proxy, wet signed
In case the power of attorney is presented, the partners do not need to come to the Directorate, it is sufficient for the person to be given power of attorney.
4-) If there is a foreign partner, 1 copy of Establishment notification form
the relevant places should be filled and signed by the authorized person.
5-) If there is a manager other than partners, the managers must be present at the relevant unit at the appointment time. Signature statement will be made in the presence of the company title.
6-) In the event that the commanding partner has contributed capital in kind; The appraisal report prepared by the court-appointed expert regarding the determination of the value of the months allocated, and the expert’s appointment letter.
7-) A letter from the relevant registry stating that there is no limitation on the capital in kind
8) The document showing that the immovable, intellectual property rights and other values ​​put as capital in kind are annotated to the registries in which they are registered, after making an application from Mersist, you should make an appointment on the website of the ITO or the chamber of commerce you are affiliated with and be present at the regional representative office on the appointment date.

Commandite Company

FIRST PART
The Nature and Establishment of the Company
A) Definition

ARTICLE 304 – (1) A company established to operate a commercial enterprise under a trade name, the liability of one or more of the partners towards the creditors of the company is not limited and the liability of other partners or partners is limited to a certain capital.
(2) Partners who do not have limited responsibilities are called active, those with limited responsibilities are called commanders.
(3) Active partners must be real persons. Legal entities can only be permanent partners.
B) Provisions to be applied

ARTICLE 305 – (1) Provided that the special provisions in this section are reserved, articles 212 to 216 regarding the collective company shall also apply to limited partnership companies.
(2) In the articles of association, the amount, type of capital, and the managerial duties assigned to the permanent partners, which should not qualify as a management right, are clearly stated.

C) Contract

I – Comment

ARTICLE 306 – (1) Whether the company is a limited liability company is determined according to the provisions of the contract. The name and qualification given to the company by the partners is not sufficient alone in determining the type of that company.
(2) If it cannot be clearly determined that a company is limited partnership, that company is considered collective.

II- Capital investment debt of commanders
ARTICLE 307 – (1) In a limited partnership agreement, the names of the commanders other than those indicated in Article 213, and the type and amount of the capital they have put or undertaken to be put into each are written and registered and announced.
(2) A commanding officer cannot put his personal labor and commercial reputation as capital.

SECOND PART

Relationships Between Partners

A) Freedom of contract

ARTICLE 308 – (1) The relations of the partners with each other in a limited partnership are regulated by the articles of association. In cases where there are no provisions in the articles of association, articles 217 to 231 regarding unlimited companies shall apply, without prejudice to the provisions written in this Section.
B) Legal status of commanders

I – Management
ARTICLE 309- (1) Every partner, be it a limited partner or a limited partner, has one vote. Regulations against this rule are void.
(2) The company is managed by the committees.
(3) Commanditers are not in charge and authorized to perform company business, nor can they object to the work done by persons with management rights within their authority. However, in extraordinary business and transactions, structural changes such as changing the company contract, changing type, merger and division; In basic transactions such as the acquisition, issuance of shareholders and transfer of shares to the company, commanders are also entitled to vote.

II – Supervision
ARTICLE 310 – (1) Each stationary is authorized to examine the company’s inventories and the content of its balance sheet, other financial statements, their accuracy and validity, at the end of the business year and within business hours.
(2) The commander can do this examination in person or have it done by an expert. If an objection is raised about the person of the expert, it is decided by the court to appoint a transaction auditor upon the request of the commanditer. This decision is final.
(3) In the event of justifiable reasons, the court may at any time permit the company’s business and existence to be examined in person or by a transaction auditor, upon the request of the resident.
(4) The provisions of the articles of association that are contrary to the provisions of this article are invalid.

III – Competition ban
ARTICLE 311 – (1) Article 230, stating that the collective partners cannot perform the same transactions that constitute the subject of the company, shall not apply to the commanders. However, if the limited partner opens a business that will deal with the business that falls within the scope of the company’s business subject, or becomes a partner with a person who opens such a business, or enters a company of this nature, he loses his right to examine the documents and books of the limited company.

IV – Profit and loss
1. In general
ARTICLE 312- (1) The commanding officer receives in cash the profit share realized at the end of the business year and the interests determined in the articles of association. However, if the capital it put has decreased for any reason, it cannot demand profit and interest until its deficiency is completed. In so far, from the profit shares to be obtained in the upcoming years, the accumulated interests of the previous years are paid before the remaining part of the capital is completed.
2. Interests and dividends that are not necessarily repaid
a) Those duly accrued
ARTICLE 313 – (1) Commanditers shall not be obliged to return the interest and dividends they have previously received and duly accrued in order to compensate the loss of the company subsequently.
b) Those that have been accrued illegally
ARTICLE 314 – (1) The commanders cannot be obliged to return the dividends they have received in good faith but accrued improperly, or the interests accepted by the company agreement, according to a balance sheet drawn up in accordance with the law and the articles of association.

V – Transition of partnership

1. In transfer

ARTICLE 315 – (1) The commanding officer may transfer his share in the company to someone else. However, if the other partners do not approve the transfer, the provisions of Article 632 of the Turkish Code of Obligations are applied.

2. In case of death

ARTICLE 316 – (1) A deceased military man is replaced by his heirs.

THIRD PART

Relations of the Company and Partners with Third Parties

A) Provisions to be applied
ARTICLE 317 – (1) Articles 232 to 242 regarding the collective company shall be applied to the relations of the company and its partners with third parties, without prejudice to the special provisions of this Section.
B) Representation of the company
ARTICLE 318 – (1) Commandite companies are, as a rule, represented by active partners. The provisions regarding the scope and limitation of the representation authority of the collective company are also applied to the limited partnership.
(2) The active partners cannot be authorized to represent the company as partners. However, provided that there is no contrary provision in the articles of association, the limited partner can be appointed as a commercial agent, commercial agent or mobile merchant officer.
C) Responsibility of the commanding partner

I – Generally
ARTICLE 319- (1) The responsibility of a commanding officer cannot exceed the amount of capital he has placed or committed.

II – Exceptions
1. Commanditer whose name is in the title of the company
ARTICLE 320 – (1) The limited partner, whose name is in the title of the company, is deemed to be responsible to third parties like a limited partner.
2. Commanditer acting on behalf of the company
ARTICLE 321- (1) Without explicitly declaring that it acts as a commercial agent, commercial agent or mobile merchant officer, the limited partner who performs transactions on behalf of the company shall be liable to benevolent third parties as an active partner for these transactions.
(2) If transactions are made before the company is registered with the trade registry, the limited partner shall be held liable to third parties for such company debts, as the active partner does not prove that the limited liability is known to them.
(3) The creditor can prove that the value appraised to the capital put by the stationary is below the value at the time this capital was added. When the difference is met, the commanditer is responsible.
(4) The active partner is also responsible for the debts arising before his / her entry into the company, according to the amount of capital he has undertaken to invest.
(5) Providing advice by the headmaster in a way that does not result in his involvement in the management of the company, expressing his opinion, exercising his supervision rights over the business and operations of the company with extraordinary business and transactions, participating in the appointment and dismissal of the persons who perform the management works in cases written in the law, Employment in services and duties does not affect his / her responsibilities as a commanditer.

III – Creditors status

1. Tracking capability
ARTICLE 322 – (1) The commanding officer is liable to the creditors of the company up to the amount of the capital debt that he has committed to pay, which he has not yet paid. In this way, the permanent partner who is applied to him / her is freed from the capital debt of the amount paid to the creditor of the company. The creditors of the company cannot apply to the commanditer, unless the company is terminated or the execution proceedings against the company fails.
(2) In case of bankruptcy of the company, the rights of the creditors pass to the bankruptcy estate.
(3) If the commander has declared or declared in writing that he has taken the responsibility with an amount exceeding the capital he has committed to put in the company, he shall be liable to third parties or the addressee of the notification for this amount.

2. Reduction of the capital
ARTICLE 323 – (1) Without prejudice to the provisions of Articles 313 and 314, a permanent capital cannot be recovered either directly or in whole or partially to be counted towards interest or dividend, and if its capital has decreased for any reason, interest or profit can not ask for a share. Otherwise, the resident will be liable to the creditors of the company in accordance with the first paragraph of Article 322 as much as the money he receives.

3.Bankruptcy
a) Bankruptcy of the company
ARTICLE 324 – (1) In case of bankruptcy of a limited partnership, the personal creditors of the partners cannot apply to the property of the company unless its creditors receive their receivables.
(2) The capital invested by the commanders shall be deemed to be among the goods that the creditors of the company will obtain their rights primarily as written in the first paragraph.
b) Responsibility of the limited liability
ARTICLE 325 – (1) If the existence of the company will not be sufficient for the creditors of the company, these creditors may apply for the personal property of the limited partnerships due to their remaining receivables.
(2) In case of application to the personal property of the partners, the creditors of the company do not have priority rights against the personal creditors of the partners.
c) Bankruptcy of the commanditer
ARTICLE 326 – (1) If the company and its desk or company creditors in case of bankruptcy apply to the desk of a bankrupt banker, they do not have a pre-emptive right against the personal creditors of the bankrupt commanditer.

4. Exchange
ARTICLE 327 – (1) If a person who has a receivable from the company has a debt to a commanditer who has not fulfilled his capital debt yet or has taken back his capital, this person can exchange his receivables in the company with his debt to the commanditer. The provisions of Article 242 are reserved.

CHAPTER FOUR

Dissolution and Liquidation of the Company

A) Provisions to be applied
ARTICLE 328 – (1) The provisions of Articles 243 to 303 regarding the termination and liquidation of collective companies and the exit and expulsion of partners from the company are also applied to limited liability companies. However, unless there is a contrary provision in the articles of association, the death or restriction of the stationary does not result in the termination of the company.

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