Limited liability companies must be established with a minimum capital of 10,000.00 TL and at least one (1) partner. The capital to be contributed by partners must be at least 25.00 TL or multiples thereof. The application for registration of establishment of a limited liability company must be made within thirty days following the notarization of the company agreement by the directorate. The following documents are submitted to the directorate upon application:

REGISTRATION

• Articles of Association with wet signature certified by Registry Directorate
• Petition
• Legal Entity Registration Declaration for Chamber registration
• Participation Decision if founding partner is a company
• In case of election of a legal entity to company management, a copy of the authorized body decision regarding the determination of a natural person determined by the legal entity together with the legal entity and on behalf of the legal entity (1 original - 1 photocopy)
• In case of in-kind capital contribution at establishment;
  • a) Valuation reports prepared by court-appointed expert regarding determination of value of in-kind capital contributed and enterprises and in-kind assets to be acquired during establishment, and court decision,
  • b) Letter from relevant registry stating that there is no restriction on in-kind capital contributed,

BRANCH OPENING

• Petition
• 3 copies of notarized decision regarding branch opening. This decision shall state;
  • Trade name of branch,
  • Capital of branch (if capital separated from headquarters to branch, to be specified),
  • Full address of branch,
  • By whom and how branch will be represented.
• Signature Declaration for branch authorized persons prepared with branch trade name and branch address
• Letter of Undertaking
• Registration Declaration

HEADQUARTERS TRANSFER

• Petition
• Certified documents and Turkey Trade Registry Gazettes of matters registered by registry directorate where headquarters is located
• 3 copies of Amendment text
• General Assembly Decision
• Headquarters transfer document obtained pursuant to T.R.R. Article 111 from headquarters registry directorate
• Letter of Undertaking

ADDRESS CHANGE

1. Petition
2. 2 copies of notarized decision regarding address change
3. Letter of Undertaking

SHARE TRANSFER

1. Petition
2. 2 copies of notarized general assembly decision
3. 2 copies of notarized share transfer agreement
4. Notarized partner share ledger

NOTE: If reduced to single partner, the decision shall state that it has been reduced to single partner.

ENTRY OF PARTNER TO COMPANY BY INHERITANCE

• Petition
• Inheritance certificate (from relevant court or notary)
• 1 copy of notarized partners' assembly decision based on inheritance certificate (showing share distribution)
• Court decision appointing guardian in case minors become company partners with mother, father or one of them

AUTHORIZED PERSON CHANGE

1. Petition
2. 3 copies of notarized general assembly decision
3. If old ID, signature declaration certified by Trade Registry
4. If manager is appointed from outside and old ID, duty acceptance letter

NOTE: If more than one manager is appointed, one of them must be appointed as Chairman of Board of Managers.

CAPITAL INCREASE

1. Notarized General Assembly Decision (1 original - 1 photocopy)
2. Amendment Text containing old and new form of capital (1 original)
3. For invited general assemblies, photocopy of registry gazette where agenda was published and photocopies of registered mail receipts
4. If capital increase is made only from internal resources or by capital commitment or from internal resources together with capital commitment, CPA or Independent Accountant report regarding whether capital has been fully paid, whether it has become uncovered and determination of company equity, whether the amount covered from internal resources actually exists within the company, together with original certificate of activity of accountant, or in companies subject to audit, auditor's report regarding these determinations and audit certificate
5. Valuation reports prepared by court-appointed expert and court decision regarding determination of value of in-kind capital contributed and enterprises and in-kind assets to be acquired.
6. Letter from relevant registry stating that there is no restriction on in-kind capital contributed
7. Document showing that in-kind capital contributed as immovable, intellectual property rights and other values have been annotated in registries where they are registered
8. Bank receipt for payment to Competition Authority of four ten-thousandths (0.0004) of capital pursuant to Article 39 paragraph one (c) of Law No. 4054
9. Petition

CAPITAL DECREASE

A- If capital increase is not made simultaneously with capital decrease, the following documents are submitted to the directorate upon registration application (T.R.R.-96):

1. Notarized General Assembly Decision containing capital decrease text showing approval of company managers' report on capital decrease and how capital decrease will be made (1 original - 1 photocopy)
2. Amendment text showing new and old form of capital (1 original)
3. For invited general assemblies, photocopy of registry gazette where agenda was published and photocopies of registered mail receipts
4. Report on capital decrease prepared by company manager or managers and approved by general assembly showing reasons for capital decrease, purpose of decrease and how decrease will be made (1 original - 1 photocopy) (to be registered and announced.)
5. CPA or Independent Accountant report determining that sufficient assets exist in company to fully cover creditors' rights despite capital decrease, and accountant's certificate of activity, or in companies subject to audit, auditor's report regarding these determinations. (1 original)
6. Copies of Trade Registry Gazette showing three calls were made to company creditors at seven-day intervals,
7. Copies of documents showing debts were paid or secured,
8. Petition

TYPE CHANGE

1. Petition (Signed by company authorized persons),
2. Sworn financial advisor or independent accountant financial advisor report or auditor's report regarding these determinations if type-changing company is subject to audit, determining whether capital of type-changing company has been paid, whether it has become uncovered, determination of company equity and if company has assets registered in land registry, ship and intellectual property registries and similar registries, determination of their fair values,
3. Declaration containing list of goods and rights registered in land registry, ship and intellectual property registries and similar registries of type-changing company, registries where they are registered and their numbers (Signed by company authorized persons),
4. Type change plan (Signed by company authorized persons),
5. Type change report (Signed by company authorized persons),
6. If all partners waive preparation of type change report in small and medium-sized companies, document regarding this (Signed by all partners),
7. Type change balance sheet, (Interim balance sheet if more than six months have passed between balance sheet date and date of preparation of type change report or if significant changes have occurred in company's assets since date of last balance sheet),
8. Notarized copy of general assembly decision regarding type change (1 original),
9. Documents required for establishment of new type

TRADE NAME CHANGE

1. Petition
2. 2 copies of notarized general assembly decision regarding article amendment
3. 3 copies of amendment draft

ENTRY INTO LIQUIDATION

1. Petition
2. 2 copies of general assembly decision
3. If old ID, Signature Declaration certified by Trade Registry
4. Liquidation entry balance sheet
5. Call to creditors announcement

CLOSURE

1. Petition
2. 2 copies of general assembly decision
3. Zeroed balance sheet
4. Asset declaration prepared in company's name