18 YAŞ ALTI ŞİRKET KURABİLİR Mİ? GENÇ GİRİŞİMCİLER İÇİN YASAL REHBER

CAN UNDER-18S START A COMPANY? LEGAL GUIDE FOR YOUNG ENTREPRENEURS

What is the Age Limit for Establishing a Company?

According to the Turkish Civil Code, individuals who can acquire rights and incur obligations through their own actions must have legal capacity (capacity to act). Legal capacity is an individual's ability to perform legally valid transactions. Its basic requirements are as follows:

• Being 18 years of age or older (being an adult/of legal age),
• Having the power of discernment,
• Not being restricted.

Since the establishment of a company involves direct actions of acquiring rights and incurring obligations, founders are generally required to have legal capacity. Therefore, the general age limit for establishing a company independently in Turkey is 18.

So, can individuals under 18 not establish a company at all? The main purpose of the age limit in company establishment procedures is to protect minors from unconsciously falling under heavy debt burdens and to ensure the security of commercial life. However, provided that certain special conditions are met, such as the approval of legal representatives and judicial decisions, it is also possible for young people under the age of 18 to become company partners or founders.

Can Individuals Under 18 Establish a Sole Proprietorship?

A sole proprietorship is a type of company that can be established by one or more real persons, and is relatively low-cost and quick to set up. However, in sole proprietorships, partners are unlimitedly liable for the company's debts with all their personal assets. Therefore, the risk level is high.

One of the most curious topics for young people who want to enter commercial life early is whether they can open a sole proprietorship before coming of age:

In order for an individual under 18 to establish a sole proprietorship, the following steps must be followed:

1. Consent of the Legal Representative (Letter of Consent): The parents (or guardian) must provide a notarized letter of consent/permission.
2. Court Permission: Since personal liability is unlimited in sole proprietorships, following the approval of the legal representative, it is mandatory to obtain court permission for the company opening from the magistrates' court or relevant judicial authorities.

Can Individuals Under 18 Establish a Limited Company?

A limited company (LTD) is a commercial company established by one or more real/legal persons, with a specific basic capital. In limited companies, the liability of the partners is limited only to the capital share they have committed; they cannot be held responsible for the company's debts with their personal assets.

For individuals under 18 to become a founder or partner of a limited company is legally more flexible compared to a sole proprietorship:

• Consent Requirement: For a minor to establish or become a partner in a limited company, a notarized letter of consent from their legal representative is required.
• Authority of Representation: The approval document of the parent or guardian is included among the establishment documents. The legal representative's legal responsibility continues in the decision-making processes on behalf of the company.

Can Individuals Under 18 Establish a Joint Stock Company?

A joint stock company (A.Ş.) is a structure whose capital is divided into specific shares and which is responsible for its debts only with the company's assets.

Under the Communiqué on the Signing of the Company Articles of Association at the Trade Registry Directorates, individuals under 18 becoming partners in a Joint Stock Company (A.Ş.) is subject to certain rules:

• Signing the Agreement: In order for individuals under 18 to become founding partners, the company agreement must be signed by their parents. If custody belongs to a single parent (e.g., in case of divorce), a civil registry extract is submitted.
• Appointment of a Trustee: If a person under 18 is becoming a founding partner in the same company together with their mother or father, it is mandatory to obtain a court decision appointing a trustee, as a conflict of interest may arise. In this case, the trustee appointed by the court signs the company agreement on behalf of the minor.

Restrictions Faced by Business Owners Under 18

There are some legal restrictions in daily commercial operations for young entrepreneurs who are company partners or owners before reaching the age of majority:

• Inability to Make Direct Legal Transactions: Since they do not have full legal capacity, transactions such as signing official documents and making contracts are carried out through a legal representative or an appointed trustee.
• Finance and Banking Restrictions: Banks require the direct consent and signature of the legal representative for transactions such as opening a bank account, using a commercial loan, or getting a credit card.
• General Assembly and Management Participation: Voting or signing processes in the general assemblies of limited liability or joint-stock companies are carried out by the trustee or legal representative.
• Strategic Decisions: The minor partner does not have direct representation authority in critical company decisions such as capital increase, share transfer, address change, branch opening, or liquidation.

How to Get a Tax Plate Under 18?

There is no legal obstacle to minors becoming taxpayers. Tax obligations are fulfilled through a court-appointed guardian or the legal representative, which is the mother/father.

The process of obtaining a tax plate works step by step as follows:

1. Tax Office Application: An application is made to the relevant tax office for taxpayer registration with the petition of the parent or guardian, court decision, and letter of consent. After the review, a tax identification number is assigned.
2. Digital Tax Office Login: After the tax liability is established, the Ministry of Treasury and Finance's Digital Tax Office system is logged in via e-Devlet (e-Government).
3. Inquiry and Request: Click on the "Tax Plate Information" (Vergi Levhası Bilgileri) menu located in the user panel.
4. Approval and Download: By checking the Income or Corporate Tax option, a barcoded tax plate is generated and can be printed out.

Can Under-18s Do E-Commerce and Dropshipping?

Today, the most popular field for young people to enter commerce is e-commerce. However, to open a store on platforms such as Trendyol, Hepsiburada, Amazon, or Shopify, a legal company and tax liability are required.

Young Entrepreneur → Parent/Guardian Approval & Notary Consent → Company Establishment & Tax Certificate → E-Commerce / Dropshipping

• E-Commerce: Underage entrepreneurs cannot open a marketplace account directly in their own name. Through a company established with the approval of their parents, they can smoothly carry out e-commerce activities under the supervision of their legal representatives.
• Dropshipping (Inventory-Free Sales): In the dropshipping model, there is also an obligation to issue invoices and be taxed. Therefore, after the company is established through a parent/guardian, contracts can be made with dropshipping suppliers and payment infrastructures can be activated.

???? Summary Information Card

• Age Limit and Exceptions: The general age limit to establish a company independently in Turkey is 18. However, with a parent/guardian consent letter and court permission, individuals under 18 can also establish a company or become a partner.
• Company Type Differences: While court permission is mandatory for sole proprietorships due to unlimited liability; for Limited and Joint Stock companies, partnership is possible with a notary-approved consent letter and, when necessary, a trustee decision.
• E-Commerce and Tax Certificate: Minors can obtain a tax certificate through their legal representatives, and they can legally conduct e-commerce or dropshipping activities via e-Government (e-Devlet) and the Digital Tax Office.

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Privileges we offer when establishing a company with IfasTurk:

• End-to-End Digital Company Establishment: Establish your company right from where you sit without wasting time with notary, tax office, or trade registry bureaucracy.
• Expert Financial Consultancy and Legal Support: Get professional consultancy from our expert staff at every step, from under-18 consent letter processes to tax exemptions, incentives, and contracts.
• Virtual Office and Address Solutions: Determine your legal company address immediately at affordable prices without incurring high rental costs.
• e-Commerce and Invoice Integrations: Easily manage your e-Invoice, e-Archive, and pre-accounting processes without the need for complex programs.

On your entrepreneurship journey, dedicate your time to growing your business, not to bureaucracy. To review IfasTurk's advantageous packages and quickly establish your company, contact us immediately!

Mesut SENEL | IfasTurk CEO

Independent Accountant Financial Advisor