Limited Sirketi Ltd Sti
Stands for: Limited Sirketi
The Turkish limited liability company, the standard private company form for SMEs and foreign-owned operating subsidiaries in Turkey.
Definition
A **Limited Sirketi (Ltd Sti)** is a Turkish private limited liability company governed by the Turkish Commercial Code (TTK) No. 6102. It has separate legal personality and limits shareholder liability to the value of capital subscribed. The minimum capital is 50,000 TRY (raised from 10,000 TRY in 2024). Capital is divided into shares but they are not freely transferable; transfers require notarised share transfer agreements and trade registry filing.\n\nIncorporation is handled through the Trade Registry (Ticaret Sicil Mudurlugu) under the relevant Chamber of Commerce, and usually completes in three to seven business days once Turkish tax numbers and notarised signature declarations are in place. The company must have at least one shareholder (Turkish or foreign) and at least one director. Foreign managers can serve as directors but a Turkish tax number is required for all participants.\n\nA Limited Sirketi pays corporate tax (currently 25 percent in 2024 for most sectors, with sectoral surcharges for finance), VAT at 20 percent on most supplies, and standard payroll taxes including SGK contributions. Statutory books, e-ledger filings, and e-invoice compliance are mandatory above turnover thresholds. Dividend distributions trigger a 10 percent withholding tax (15 percent before late 2024 reductions; rates change frequently, confirm at distribution date).
When you'll encounter it
You will encounter the Ltd Sti when entering the Turkish market with an operating subsidiary, hiring local employees, or partnering with Turkish SMEs. Foreign founders typically choose Ltd Sti over Anonim Sirketi because of lower capital, simpler governance, and lighter audit obligations. The form fits e-commerce, software, services, and trading businesses; capital-markets activity or planned IPOs require migration to an Anonim Sirketi.
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FAQ
Can a foreigner fully own a Turkish Ltd Sti?
Yes. Foreign individuals and companies can own 100 percent of a Turkish Limited Sirketi without local-partner requirements in most sectors. Each foreign shareholder needs a Turkish tax number, obtainable in person or via power of attorney. Sector-specific restrictions apply to broadcasting, aviation, maritime cabotage, and some defence-related fields, where caps or licensing apply on top of the company-law framework.
What is the minimum capital for a Limited Sirketi?
The minimum is 50,000 TRY following the 2024 increase under Communique on Minimum Capital. Capital must be subscribed in the articles and at least 25 percent paid in within 24 months of registration. In practice, founders deposit the full minimum to simplify banking and trade registry steps. Capital can be in cash or, with court-appointed valuation, in kind.
How is a Ltd Sti different from an Anonim Sirketi?
An Ltd Sti has shareholders (ortaklar) listed on the trade registry, share transfers needing notarisation, and lighter governance. An Anonim Sirketi has bearer or registered shares freely transferable, mandatory board structure, and is required for banking, insurance, factoring, and similar regulated sectors. Ltd Sti suits SMEs; AS suits regulated industries, capital-markets activity, and broader employee share programs.
References
- Turkish Trade Registry Gazette https://www.ticaretsicil.gov.tr/
- Republic of Turkiye Ministry of Trade https://www.ticaret.gov.tr/