NEW REGISTRATION

An application for registration of establishment of a Joint Stock Company shall be made within thirty days following the obtaining of permission for companies to be established with the permission of the Ministry, and following the notarization of the company agreement for other companies. Unless otherwise stipulated in special laws, joint stock companies must be established with a minimum capital of 50,000.00 TL and at least 1 partner. The following documents shall be submitted to the directorate for application:

REQUIRED DOCUMENTS;

1. Joint Stock Company Articles of Association with founders' signatures certified by the Registry Directorate or Notary (1 original - 1 photocopy)
2. Bank letter and receipt showing that at least 1/4 (25 percent) of the cash capital has been paid
3. Payment to be made pursuant to subparagraph (c) of the first paragraph of Article 39 of Law No. 4054 on Protection of Competition (Collected at our Chamber)
4. Signature declaration prepared under the company title for Board of Directors members authorized for representation, by the Registry Directorate (1 original - 1 photocopy)
5. Written declarations of non-shareholder board members accepting this duty. (TRR Article 69 / h)
6. New Registration Request Petition
7. For chamber registration; Legal Entity Registration Declaration
8. In case of contribution of capital in kind at establishment;
   • a) Valuation reports prepared by court-appointed experts regarding the determination of the value of contributed capital in kind and enterprises and tangible assets to be acquired during establishment, and court decision,
   • b) Document from the relevant registry stating that there is no restriction on the contributed capital in kind,
   • c) Document showing that annotation has been made in the registries where the real estate, intellectual property rights and other values contributed as capital in kind are registered,
9. Contracts related to establishment, including those concerning the transfer of tangible assets and enterprises, made with the company being established and founders and other persons.
10. For companies whose establishment is subject to the permission or approval of the Ministry or other official institutions, this permission or approval letter.
11. If a legal entity is on the board of directors, notarized copy of the authorized body decision regarding the designation of a natural person along with the legal entity, to be determined by the legal entity.

NOTES:

• a- If the founders of the company to be established include municipalities and other local administrations and the unions they have established, a copy of the Council of Ministers decision permitting the participation of these organizations
• b- If there is a legal entity (Limited Company-Joint Stock Company etc.) as a founding partner in the agreement, notarized participation decision (1 original)
• c- Joint stock companies with capital over 250,000.00 TL are required to have a contracted lawyer (Attorney Law No. 1136 Article 35)

IF THERE IS A FOREIGN NATIONAL PARTNER OR BOARD MEMBER

A-If Natural Person;

1. Photocopy of official document showing identification number given to foreigners if available (1 copy); declaration showing address if address is abroad
2. Notarized translated passport copy (1 original – 1 photocopy)
3. Tax office potential viewing document (1 original)

B-If Legal Entity;

1. Current Registry Certificate or Registry Extract of the company. The document must be authenticated by Turkish consulate or according to the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (apostille certified) and submitted to the directorate together with notarized Turkish translation. (TRR Article 32)
2. Participation decision or power of attorney. The decision must be authenticated by Turkish consulate or according to the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (apostille certified) and submitted to the directorate together with notarized Turkish translation. (TRR Article 32) (This decision or power of attorney shall specify the person authorized to sign documents required to establish the company and to represent the company to be established.)
3. If not specified in the participation decision; power of attorney given to the person who will conduct establishment procedures. The power of attorney must be authenticated by Turkish consulate or according to the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (apostille certified) and submitted to the directorate together with notarized Turkish translation. (TRR Article 32). (This power of attorney shall specify the company to become a partner and the person authorized to represent them in this company.)
4. Tax office potential viewing document of the foreign legal entity
5. For the representative of the foreign legal entity;
   • -Notarized translated passport copy (1 original – 1 photocopy)
   • -Photocopy of official document showing identification number given to foreigners if available (1 copy); declaration showing address if address is abroad

NOTE: Turkish Citizens with residence address abroad shall submit notarized copies of work permits or residence permits obtained from the country where they reside.

NOTE: https://mersis.gtb.gov.tr/ You need to make an electronic application from this address.

BRANCH OPENING

• Petition
• 3 copies of notarized decision regarding branch opening. This decision must specify;
  • Branch title,
  • Branch capital (if capital allocated from headquarters to branch, it should be specified),
  • Full address of the branch,
  • By whom and how the branch will be represented.
• If old ID, signature declaration issued by Trade Registry Directorate
• Declaration of Commitment
• Registration Declaration

HEADQUARTERS TRANSFER

• Petition
• For joint stock companies not subject to Ministry permission; general assembly meeting minutes (the new version of the amended headquarters article of the articles of association must be included in full text and approved by the general assembly) If the amendment text is attached to the general assembly, it must be signed by the company stamp, meeting commissioner and council members (2 copies)
• Ministry representative appointment letter
• Attendance list
• Headquarters transfer document obtained from the former registry directorate pursuant to TRR Article 111
• Declaration of Commitment

ADDRESS CHANGE

1. Petition
2. 2 notarized board of directors decisions
3. Declaration of Commitment

DOCUMENTS REQUIRED FOR SHARE TRANSFER

• 2 share transfer agreements
• 2 board of directors decisions
• 1 copy each from the partners' share book showing both the transferor and transferee (notarized)
• Petition

NOTE: Registration is not mandatory for Joint Stock Companies. Publication in the Turkish Trade Registry Gazette can be made upon request.

GENERAL ASSEMBLY

• Petition
• Appointment letter for government commissioner sent for the meeting (in mandatory cases)
• 2 meeting minutes (1 notarized)
• Attendance List
• Management and Audit Board Reports
• Balance Sheet and Income Statement
• 3 board of directors decisions regarding Division of Duties
• 2 Registration Request Forms
• Agenda

IF THERE IS AMENDMENT TO ARTICLES OF ASSOCIATION;

• 3 Amendment Texts
• 2 Board of Directors Decisions regarding Amendment Text
• Expert Report, CPA or SMMM Report and Activity Certificate for Capital Increase
• Capital blocking letter and receipt

TYPE CONVERSION

1. Petition (signed by company officials),
2. Sworn financial advisor or independent accountant financial advisor report or, if the company undergoing type conversion is subject to audit, the auditor's report regarding whether the capital of the company undergoing type conversion has been paid, whether it remains uncovered, determination of the company's net assets, and if the company has assets registered in land, ship and intellectual property registries and similar registries, determination of their fair values,
3. Declaration containing the list of assets and rights registered in land, ship and intellectual property registries and similar registries of the company undergoing type conversion, the registries where they are registered and their numbers (signed by company officials),
4. Type conversion plan (signed by company officials),
5. Type conversion report (signed by company officials),
6. Document regarding waiver of preparation of type conversion report by all partners in small and medium-sized companies (signed by all partners),
7. Type conversion balance sheet (interim balance sheet if more than six months have passed between the balance sheet date and the date the type conversion report was prepared, or if significant changes have occurred in the company's assets since the date of the last balance sheet),
8. General assembly meeting documents regarding type conversion;
   • a) Notarized general assembly meeting minutes (1 original – 2 photocopies),
   • b) Original of Attendance List,
   • c) Original of Ministry Representative appointment letter (for joint stock companies where it is mandatory to have a Ministry Representative determined by the Ministry),
   • d) Agenda
   • e) Delivery list / registered mail list regarding sending agenda to members,
9. Documents required for establishment of new type;
   • Declaration of commitment prepared pursuant to Article 29 of the Trade Registry Regulation (signed by officials),
   • Company agreement, (3 copies)
   • Signed declaration document of officials elected from outside shareholders accepting the duty,
   • In these documents;
     • aa) If the persons elected as officials are Turkish citizens; Nationality, Turkish ID Number, Place of Residence,
     • ab) If persons elected to management are foreign nationals; Tax number or identification number for foreigners must be included. (Foreign national person elected to management shall additionally submit; notarized passport copy (1 original)
   • If a legal entity is elected as official, notarized authorized body decision regarding the designation of a natural person in the name of the legal entity along with the legal entity, (1 original),
   • Registration request form for company officials
   • Valuation reports prepared by court-appointed experts regarding the determination of value of capital in kind to be contributed and enterprises and tangible assets to be acquired during establishment (if new capital in kind is contributed during type conversion),
   • Document from relevant registry stating that there is no restriction on the contributed capital in kind, or consent letter if there is a restriction (if new capital in kind is contributed during type conversion),
   • Document showing that annotation has been made in the registries where the real estate, intellectual property rights and other values contributed as capital in kind are registered (if new capital in kind is contributed during type conversion),
   • Bank letter and receipt showing that 25% of cash capital has been paid (if there is increased cash capital),
   • Contracts related to establishment, including those concerning the transfer of tangible assets and enterprises, made with the company being established and founders and other persons,
   • If a legal entity is becoming a partner;
     • aa) Notarized copy of limited company general assembly / joint stock company board of directors decision regarding participation and representative (1 original),
   • At least one of the Limited Company managers must be a company partner.

The type conversion plan must contain;

• a) The trade name, headquarters and new type designation of the company before and after type conversion,
• b) New type limited company agreement,
• c) The number, class and amount of shares that partners will have after type conversion, or explanations regarding partners' shares after type conversion.

The type conversion report must explain;

• a) The purpose and consequences of conversion to limited company,
• b) That the establishment provisions regarding the limited company have been fulfilled,
• c) The agreement of the limited company,
• d) The exchange rate regarding shares that partners will have in the limited company,
• e) If any, additional payment and other personal performance obligations and personal responsibilities arising from conversion to limited company regarding partners,
• f) Obligations arising from type conversion for partners,

with their justifications from legal and economic perspectives.

Small and medium-sized companies may waive the preparation of the type conversion report by decision of all partners.)

The following matters shall be submitted for partners' examination at the company headquarters thirty days before decision in the partners' assembly;

• a) Type conversion plan,
• b) Type conversion report,
• c) Financial statements of the last three years,
• d) Interim balance sheet if more than six months have passed between the balance sheet date and the date the type conversion report was prepared, or if significant changes have occurred in the company's assets since the date of the last balance sheet

ENTERING LIQUIDATION

• Petition
• 2 meeting minutes (1 must be notarized)
• 2 notarized board of directors decisions
• If old ID, signature declaration issued at Trade Registry
• Liquidation entry balance sheet
• Attendance list
• Invitation to creditors announcement
• Agenda

CLOSURE

• Petition
• 2 meeting minutes (1 notarized)
• Zeroed balance sheet
• Attendance list
• Asset Declaration
• Agenda