A limited company is a company whose capital is determined and divided into shares and is liable for its debts only with its assets (TTK article 573/1).
Partners are not responsible for the company’s debts, they are only obliged to pay the basic capital shares they have committed and to fulfill the additional payment and side performance obligations stipulated in the company agreement (TTK article 573/2).
A single partner limited company can be established. However, the number of partners cannot exceed fifty (TTK article 574/1). Limited company partners can be natural persons or legal entities.
The main capital of the limited company is at least 50,000 Turkish Liras; The nominal values of the capital shares can be determined as at least twenty-five Turkish Liras or multiples thereof (TTK art. 580, 583/1). It is possible to pay the entire capital brought in cash within twenty-four months after the registration of the company (TTK article 585). The payment schedule can be regulated in the company contract or determined by the managers (TTK articles 585, 481).
The trade name can be determined freely, provided that the phrases indicating the business subject and the company type are in Turkish (Communiqué on Trade Names Art. 4/1). In the trade name; It is mandatory to have the phrase limited company and indicate its field of activity (TTK Article 43).
1-) Petition
- It must be signed by all company directors; The tax office to which the company will be affiliated must be specified and the attached document must be included.
In the petition; The company’s title, capital, headquarters, opening date and the subject of its actual activity on this date should be clearly shown together with the NACE code, and it should be written that this information is correct and that if it is determined otherwise, the responsibility belongs to the person or persons who signed the petition (Trade Registry Regulation article 24/1). .
2-) Chamber registration statement
- It must be signed by the authorities and there must be photographs of the partners.
3-) establishment notification form
- If the partner is a foreign national or a Turkish citizen whose residence address is abroad, an establishment notification form is issued (1 copy).
The relevant fields must be filled in and signed by the authorized person.
4-) Turkish translation and notarized copies of the passports of the real person partners of foreign nationality, a tax identification number obtained from the tax office or a document showing the identification numbers specific to foreigners, and a notarized residence permit if they reside in Turkey.
5-) If the company contract prepared in MERSİS will be signed by the partners, the partners must be present in the relevant unit at the appointment time.
If the company contract will be signed by proxy, there is no need for the partners to come to the Directorate if the original or notarized copy of the power of attorney is presented, it is sufficient for the person to whom the power of attorney is given to come.
6-) Signature Declaration of Authorized Persons (Click for information about signature declarations.
If the company contract is signed by proxy and the partner/partners are also authorized to represent the company, there is no need to submit a separate signature declaration, provided that the power of attorney containing the wet signature of the partner/partners is submitted to our Directorate (Communiqué on the Signing of the Company Establishment Agreement at the Trade Registry Offices Art. 13/A). .
If there are managers other than partners, the managers must be present in the relevant unit at the appointment time. The signature statement will be prepared in the presence of our Directorate.
- In this document; place of residence, nationality, T.R. If he is a citizen, his identification number must be stated, if he is a foreign national, his tax identification number or identification number specific to foreigners must be stated. If he is a foreign national, a notarized passport copy with a Turkish translation and residence permit must be attached, and for a foreign national residing in Turkey, a notarized residence permit or residence permit must be included. .
8-) In case the legal entity is elected as the director, the real person who will act on behalf of the legal entity together with the legal entity selected as the manager and determined by the legal entity selected as the director; name-surname, address, nationality and TR. Notarized copy of the authorized body decision of the legal entity director, including the identification number (tax identification number for foreign nationals or identification number specific to foreigners) (Trade Registry Regulation Art. 90/1-ç).
- If the legal entity is a foreign national, this decision must be approved by the Consulate of the Republic of Turkey in the country where the company is based or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents, and their notarized Turkish translations must be made.
If the real person representative designated by the legal entity is a foreign national and resides in Turkey, a copy of the residence permit and a notarized passport with a Turkish translation.
9-) If the manager/partner is a foreign legal entity, a document containing the current registry records of the legal entity.
This document must be certified by the Consulate of the Republic of Turkey in the country where the company is located or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents, and a notarized Turkish translation must be made (Trade Registry Regulation art. 32/2).
If there is a foreign legal entity partner / legal entity officer, the tax identification number must be specified in the company contract.
10-) The portion corresponding to four ten thousandths of the capital belonging to the Competition Authority share is received by the Chamber cashier during the payment (Trade Registry Regulation Art. 90/1-ı).
11-) In case of a cash commitment, the capital article states: “The nominal values of the shares committed in cash will be paid within twenty-four months following the registration of the company.” The statement should be included.
12-) In case of capital in kind;
Decision to appoint an expert.
The original or certified copy of the court’s decision to appoint an expert (Trade Registry Regulation Art. 90/1-d).
Expert report.
The original or certified copy of the expert report regarding the valuation prepared by the experts appointed by the court regarding the determination of the value of the enterprises and in-kind assets to be acquired during the establishment with the capital in kind (Trade Registry Regulation article 90/1-d).
Court order.
The original or certified copy of the court decision regarding the approval of the expert report (TTK articles 581, 343).
The original copy of the letter from the relevant registry stating that there is no limitation on the capital in kind (Trade Registry Regulation article 90/1-e).
The original document showing that the real estate invested as capital in kind, intellectual property rights and other values are registered in the registry (Trade Registry Regulation Art. 90/1-f).
** (Declaration that it will be contributed as capital in kind)
13-) In case the parents of the minor company partner or any of the parents become partners in the company, the court’s decision to appoint a trustee for the minor partner (Communiqué on the Signing of the Company Establishment Agreement at the Trade Registry Offices, article 5/5).
The company contract must be signed by the trustee on behalf of the minor.
14-) In customs consultancy company establishments, notarized customs consultancy permit certificates must be submitted for all partners and, if any, managers authorized for unlimited representation other than the partners. In authorized customs consultancy companies, the authorized customs consultancy certificate of all company partners and managers authorized to represent and bind the company must be submitted.
15-) If the founders of the company to be established include municipalities and other local administrations and their unions, a copy of the Presidential Decree allowing the participation of these institutions/organizations.
16-) Contracts made with the company being established, the founders and other persons, and related to the establishment, including those regarding the takeover of real assets and the business (Commercial Registry Regulation Art. 90/1-g).
ALSO, THE FOLLOWING ISSUES SHOULD BE CONSIDERED:
Reminder about Trade Name
In a limited company, the capital share contributed by each partner must be a multiple of 25 TL (TTK article 583).
When regulating the capital clause of the company agreement, the nominal value of the capital shares and the number of shares belonging to the partner should also be specified.
In the company contract, the names and surnames of all partners and managers, as well as their place of residence, citizenship and Turkish Republic are stated. identification numbers (tax identification number of foreign nationals or identification number specific to foreigners) must be specified.
TTK m. In accordance with Article 623/1, at least one of the company partners must be elected as a manager with unlimited management rights and representation authority.
A person cannot be appointed as authorized to have unlimited representation, both individually and jointly.
ESTABLISHMENT OF SINGLE SHAREHOLDERS LIMITED COMPANIES
For limited companies with a single shareholder, and for limited companies with more than one shareholder, the application must be accompanied by the above documents. Additionally, no other document is requested (Trade Registry Regulation article 100).
1-)Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.2-) General assembly decision regarding the matters subject to registration (decision of the board of partners).A notarized copy of the general assembly decision and discussion book.3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
- If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted, and the decision must be signed by the trustee on behalf of the minor..
For general contract changes other than capital increase, decrease and simultaneous reduction-increase, which are special contract changes, the following documents must be submitted (Trade Registry Regulation article 92):
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.
- A notarized copy of the general assembly decision and discussion book (Trade Registry Regulation article 92/1-a).
It must contain the amendment text regarding the amended article of the company agreement as accepted at the general assembly.3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.4-) If the amendment to the company contract is related to the company’s term extension, a certified public accountant or independent accountant financial advisor report and financial advisor activity certificate must be submitted, showing that the company continues its activities and protects its equity despite the expiration of its term.
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, agenda and the newspapers in which the announcement is or will be published (TTK art. 617/3, TCC art. 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy / representative, and also writing the name and surname of the signer.
- If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and a notarized Turkish translation must be made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, the power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.
- A notarized copy of the general assembly decision and discussion book (Trade Registry Regulation article 94/1-a).
In accordance with Article 93 of the Trade Registry Regulation, an application must be made to our Directorate within 30 days from the date of the decision to register the general assembly decision regarding the increase of the basic capital.
Unless the cash price of the shares is paid in full, capital subscription (cash) cannot be increased (TTK article 456/1).
While regulating the capital clause of the company agreement, the nominal value of the capital shares and the number of shares belonging to the partner(s) should also be specified. The value of a share must be 25 TL or its multiples.
If all partners do not participate in the capital increase decision; The board of directors/managers determines the principles of exercising the right to purchase new shares with a decision and gives the shareholders at least fifteen days to make this decision (TTK article 591/3). Before the registration of the capital increase, the decision of the manager/board of directors regarding the determination of the principles for exercising the right to acquire new shares must be announced.
3-) List of attendees, if separately prepared.
If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
4-) Sworn/Freelance Accountant and Financial Advisor Report and Financial Advisor Activity Certificate.
If the capital increase is made only from internal resources or through capital commitment or from internal resources together with capital commitment, it is stated that the entire capital has been paid, whether it remains unrequited and the determination of the company’s equity (the report states that the capital is protected within the equity according to the last balance sheet, in accordance with TCC Article 376). the equity determination should be written as a figure and included in the calculation table, the balance sheet date should not be older than 6 months.) report stating that the amount met from internal sources actually exists within the company (Trade Registry Regulation Art. 94/1-c).
If the capital increase is covered by partner receivables, it should be clearly stated in the financial advisor report that the amount in the partner receivables account arises from CASH BORROWING. If the joint receivables do not arise from cash borrowing, the original or certified copies of the expert report prepared by the expert and the court’s expert appointment letter must be submitted (Commercial Registry Regulation Art. 94/1-d).
5-) The Competition Authority share, corresponding to four ten thousandths of the capital, must be deposited to the chamber cashier (Trade Registry Regulation article 94/1-g).
6-) The company capital committed in cash can be paid within twenty-four months following the registration of the company. In case of payment of all or part of the company capital, a bank letter regarding the payment must be submitted (Trade Registry Regulation Art. 94/1-d).
7-) In case the capital increase is made by adding capital in kind;
Decision to appoint an expert.
The original or certified copy of the court’s decision to appoint an expert (Trade Registry Regulation article 94/1-d).
Expert report.
The original or certified copy of the expert report on the valuation prepared by the court-appointed experts regarding the determination of the value of the enterprises and in-kind assets to be taken over during the establishment with the capital in kind (Trade Registry Regulation Art. 94/1-d)
Court order.
The original or certified copy of the court decision regarding the approval of the expert report (TTK articles 581, 343).
The original copy of the letter from the relevant registry stating that there is no limitation on the capital in kind (Trade Registry Regulation art. 94/1-e).
Document showing that the immovable property, intellectual property rights and other values invested as capital in kind have been annotated to the registry where they are registered (Trade Registry Regulation art. 94/1-f).
** (Declaration that it will be contributed as capital in kind.)
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
- If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
Limited company capital reduction process TCC art. It was edited in 592. Accordingly, the provisions regarding the reduction of the basic capital of joint stock companies are applied by analogy to limited companies. Capital can only be reduced in order to improve the indebted balance sheet if the additional payment obligations stipulated in the company agreement are fully paid.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.2-) A report on the reduction of capital prepared by the company manager or managers and approved by the general assembly, showing the reasons for the reduction of capital, the purpose of the reduction and how the reduction will be done (Trade Registry Regulation article 96/1-b).3-) Notarized copy of the general assembly decision on capital reduction, which approves the company managers’ report regarding the capital reduction and shows how the capital reduction will be done, and includes the amendment text regarding the amended article of the company agreement (Trade Registry Regulation art. 96/1-a).In a limited company, the capital share contributed by each partner must be 25 TL or its multiples.
When regulating the capital clause of the company agreement, the nominal value of the capital shares and the number of shares belonging to the partner should also be specified.4-) The attendance list, if also prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
5-) Samples of the registry gazette showing that after the capital reduction was accepted at the general assembly, three calls were made to the company’s creditors at seven-day intervals (ANNEX-1) (Trade Registry Regulation Art. 96/1-d).
6-) Sworn/Freelance Accountant and Financial Advisor Report and Financial Advisor Activity Certificate.
A CPA or CPA report determining that the company has enough assets to fully cover the rights of the company’s creditors despite the reduction of the capital, or the auditor’s report regarding these determinations in companies subject to audit (Trade Registry Regulation Art. 96/1-c).
7-) Documents showing that the receivables have been paid or secured (Trade Registry Regulation article 96/1-e).
After the 2-month period given to creditors has expired and the declared receivables have been paid or secured, registration of the reduction may be requested with other documents to be submitted.
If the capital is reduced in order to close a deficit in the balance sheet as a result of losses and in proportion to these deficits;
If stipulated in the company contract, a document showing that the additional payment obligations have been paid in full must also be submitted (TTK Art. 592 – Trade Registry Regulation Art. 96/2-a).
If the company managers have given up calling the creditors and paying or guaranteeing their rights and the decision of the board of directors regarding this has been submitted to our Directorate, a notice of call to the creditors and a document showing that the receivables have been paid or guaranteed are not required (Trade Registry Regulation article 96/2-b).
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, agenda and the newspapers in which the announcement is or will be published (TTK art. 617/3, TCC art. 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy / representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and a notarized Turkish translation must be made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, the power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.
3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
- In addition to the documents under the title “Limited Company Capital Increase Transaction”;1-) This permission or approval letter for companies whose company contract changes are subject to the permission or approval of the Ministry or other official institutions (Trade Registry Regulation Art. 98/1-d).2-) In case of capital increase made simultaneously and in the same amount along with the capital reduction, a bank letter must be submitted stating that the increased capital has been fully paid; In case of a higher capital increase, the decision must state that the excess part will be paid within 24 months at the latest, or if there is a payment for the excess part, a bank letter regarding the payment must be submitted (Commercial Registry Regulation article 98/1-b).3-) Notarized copy of the general assembly decision regarding the simultaneous capital reduction and increase (Trade Registry Regulation article 98/1-a).4-) The attendance list, if also prepared.
If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
5-) Different company contract text containing provisions regarding the simultaneous reduction and increase of capital (Trade Registry Regulation Art. 98/1-c).
6-) Sworn/Freelance Accountant and Financial Advisor Report and Financial Advisor Activity Certificate.
Certified Public Accountant or Certified Public Accountant report regarding whether the capital has been paid in full, whether it remains unrequited, and the determination of the company’s equity, or the auditor’s report regarding this determination in companies subject to audit (Trade Registry Regulation Art. 98/1-d).
7-) The report on the reduction of capital prepared by the company manager or managers and approved by the general assembly, showing the reasons for the reduction of capital, the purpose of the reduction and how the reduction will be done (Trade Registry Regulation Art. 97/1-c).
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.
- A notarized copy of the general assembly decision and discussion book.3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.ATTENTION: By clicking on the “Change Preview” button before the transaction is sent for approval in MERSİS; It should be checked whether the resulting address information matches the address information written in the decision. The address information in the decision must be the same as the address appearing in the “Change Preview” section.ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
If the address change is related to the municipality address change, the application must be submitted with the following documents.
1-) Petition
It must be signed by the authorized person with the company stamp.
2-) The old address information of the company should also be included in the municipality letter.
The old address information specified must be the same as the address information last registered in the trade registry records.
The municipality letter must be addressed to the company and the original or certified copy of the letter must be submitted.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.
In the petition; The company’s title, capital, opening date and the subject of its actual activity on this date should be clearly shown together with the NACE code, and it should be written that this information is correct and if it is determined otherwise, the responsibility belongs to the person or persons who signed the petition (Trade Registry Regulation article 24/1).
2-) Chamber registration declaration
- It must be signed by the branch officer and there must be a photograph of the branch officer.
- A notarized copy of the general assembly decision and discussion book (Trade Registry Regulation article 120/1-b).
The opening of a branch or the conversion of an additional workplace registered under the central registry into a branch under a separate registry number is a notarized authorized body decision.
4-) The attendance list, if also prepared.
If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
5-) Signature declaration of the branch representative (Trade Registry Regulation art. 120/1-e).
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.
3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.2-) General assembly decision.A notarized copy of the general assembly decision and discussion book (Trade Registry Regulation article 125).3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.
3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.2-) General assembly decision.A notarized copy of the general assembly decision and discussion book (Trade Registry Regulation article 125).3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.
3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.
- A notarized copy of the general assembly decision and discussion book (Trade Registry Regulation article 103/1-a).3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.4-) Share transfer agreement prepared by a notary (TTK article 595 – Trade Registry Regulation article 103/1-b).5-) Copy of the relevant pages of the share ledger where the share transfer is processed (Trade Registry Regulation art. 103/1-c)
THINGS TO BE CONSIDERED:
The partner who transfers his share and leaves the company must also participate in the share transfer decision and sign the decision of the board of partners.
If an issue other than share transfer is discussed in the decision, the decision must also be signed by the new partner.
If the partner manager is the one who transfers his shares and leaves the company, the decision should state whether he will continue his duty or not.
TTK m. In accordance with Article 623/1, at least one of the company partners must be a manager with unlimited management rights and representation authority.
The decision to accept the share transfer must be taken on or after the date of the share transfer agreement.
If the number of shares is included in the capital article of the company contract, the number of shares as a result of the transfer in the share transfer decision should be specified according to the value of the number of shares in the company contract.
In customs consultancy companies, customs consultancy or assistant consultancy certificates of partners and officials must be notarized. In authorized customs consultancy companies, all partners and officials must have a notarized authorized customs consultancy certificate.
If there is a new partner entry, the decision; In addition to the name and surname of the partner, the place of residence, nationality and identification number, and if the partner is a foreign national, the tax identification number or identification number specific to foreigners must be stated.
If the new partner is a foreign national, a notarized passport copy with a Turkish translation must be attached.
If the residence address of the foreign partner is in Turkey, a notarized residence permit must be attached.
If the new partner is a foreign legal entity, a document containing the current registry records of the legal entity.This document must be submitted to the Consulate of the Republic of Turkey or the Republic of Turkey in the country where the company is located. It must be certified by the Ministry of Foreign Affairs or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents, and a notarized Turkish translation must also be made.
If there is a foreign legal entity partner / legal entity authorized entry, the tax identification number must be stated in the decision / amendment agreement.
If the newly entered legal entity partner is of Turkish nationality but is headquartered outside Istanbul, the Trade Registry Office where the legal entity partner is registered and the trade registry number / tax identification number and MERSİS number must be specified in the decision / amendment agreement.
In limited company share transfer decisions, it is not mandatory to declare whether the capital has been partially or fully paid; However, if it is stated in the decision, the CPA/CPA report and the financial advisor activity certificate must be submitted, in which it is determined that the capital is paid and the capital is protected within the equity.
If there is a manager election, the documents under the title “Limited Company Manager Appointment Procedure” must be attached.ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document is valid in the country of nationality of the legal entity partner, Türkiye. - It must have a notarized Turkish translation approved by the Consulate of the Republic of Turkey or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.company general petition
Since share transfer decisions are registered and announced in limited companies, registration and announcement applications must be made with the documents under the title “Limited Company Share Transfer Procedure” without the need for a separate process for single shareholding.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.2-) General assembly decision (Trade Registry Regulation article 103/1-a).A notarized copy of the general assembly decision and discussion book.
If there is a new partner entry, his/her nationality and identification number must be stated in the decision.3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.4-) The original of the inheritance certificate received from the court or the original of the inheritance certificate issued by a notary (Commercial Registry Regulation article 103/1-b).
5-) A copy of the relevant pages of the share ledger where the share transfer is processed (Trade Registry Regulation art. 103/1-c).
6-) If there is a director election, signature declaration.
THINGS TO BE CONSIDERED:
In limited company share transfer decisions by inheritance, it is not mandatory to declare whether the capital has been partially or fully paid; However, if it is stated in the decision, the CPA/CPA report and the financial advisor activity certificate must be submitted, in which it is determined that the capital is paid and the capital is protected within the equity.
If the number of shares is included in the capital article of the company contract, the number of shares as a result of the transfer in the share transfer decision should be specified according to the value of the number of shares in the company contract.ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, agenda and the newspapers in which the announcement is or will be published (TTK art. 617/3, TCC art. 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy / representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and a notarized Turkish translation must be made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, the power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
1-) Petititon
- Şirket kaşesi ile yetkili tarafından imzalanmalı, ekindeki evrak dökümünü içermelidir.
- A notarized copy of the general assembly decision and discussion book.3-) List of attendees, if separately prepared.If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.4-) Document showing the name-surname change of the partner / manager (certified population registration copy / original of the court decision or a copy approved by the court).ATTENTION:
TTK m. In accordance with Article 623/1, at least one of the company partners must be a manager with unlimited management rights and representation authority.
ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted and these documents must be submitted by the Consulate of the Republic of Turkey in the country where the legal entity partner is a national or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents. It is required to have a notarized Turkish translation approved by.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.
1-) Petition
- It must be signed by the authorized person with the company stamp and must include the attached document.2-) General assembly decisionA notarized copy of the decision from the general assembly meeting and discussion book must be submitted.
3-) List of attendees, if separately prepared.
If the decision of the board of partners is submitted instead of the decision of the general assembly, there is no need for a list of attendees.
4-) Signature declaration of the manager (Trade Registry Regulation art. 90/1-ğ).
5-) In case the managers are appointed from outside the partners, a document stating that the managers appointed from outside accept the duty (Trade Registry Regulation art. 90/1-c).
- In this document; place of residence, nationality, T.R. If he is a citizen, his identification number must be stated, if he is a foreign national, his tax identification number or identification number specific to foreigners must be stated. If he is a foreign national, a notarized passport copy with a Turkish translation and residence permit must be attached, and for a foreign national residing in Turkey, a notarized residence permit or residence permit must be included. .6-) In case the legal entity is elected as the director, the real person determined on behalf of the legal entity elected as the director and by the legal entity elected as the director; name-surname, address, nationality and TR. Notarized copy of the authorized body decision of the legal entity director, including the identification number (tax identification number for foreign nationals or identification number specific to foreigners) (Trade Registry Regulation Art. 90/1-ç).If the legal entity manager is of Turkish nationality but headquartered outside Istanbul, the Trade Registry Office where the legal entity partner is registered and the trade registry number / tax identification number and MERSİS number must be specified in the decision / amendment agreement.
If the legal entity is a foreign national, this decision is made by the Consulate of the Turkish Republic or the Republic of Turkey in the country where the company is located. Turkish translations must be certified by the Ministry of Foreign Affairs or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents and notarised.
If the real person determined by the legal entity is a foreign national and resides in Turkey, a notarized residence permit.7-) If the legal entity director is a foreign national, a document containing the current registry records of the legal entity.This document must be certified by the Consulate of the Republic of Turkey in the country where the company is located or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents, and a notarized Turkish translation must be made (Trade Registry Regulation art. 32/2).
The tax identification number of the foreign legal entity manager must be stated in the decision/amendment agreement.ATTENTION:
In accordance with TCC 623/1, at least one of the company partners must be a manager with unlimited management rights and representation authority.
A person cannot be appointed as authorized to have unlimited representation, both individually and jointly.
If there is more than one legal entity in the board of directors; A separate real person must be determined for each legal entity.
The same natural person should not be designated as representative for more than one legal entity.
In limited companies with a legal entity manager, duties and authority in the distribution of duties and representation decisions should be given to the legal entity manager.
TTK m. In accordance with Article 624, if the company has more than one manager, one of them must be appointed as the chairman of the board of directors.ADDITIONAL INFO:
1-) Call procedure in cases where all partners do not attend the meeting: The general assembly is called to the meeting by the managers at least fifteen days before the meeting day (excluding announcement and meeting days). The company contract may extend this period or shorten it up to ten days (TTK article 617/2). The general assembly is called to the meeting as stated in the company contract – if necessary, on the company’s website – and definitely by the announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously notified their addresses to the company by submitting a share certificate or a document proving their shareholding are notified by registered letter of the meeting date, the agenda and the newspapers in which the announcement is or will be published (TTK article 617/3, TTK article 414).
Accordingly, in cases where all partners do not attend the meeting, a copy of the Turkish Trade Registry Gazette regarding the invitation announcement and documents pertaining to the registered letter must be attached to the registration application. Additionally, if there is a special call procedure in the company contract, documents regarding this procedure should also be attached.
2-) In case there is a legal entity partner, the general assembly decision must be signed under the title of the legal entity partner, stating that it is by proxy/representative, and also writing the name and surname of the signer.
If the decision is signed by proxy, the original notarized power of attorney showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions must be submitted to our Directorate.
If the legal entity is signed by a partner, a foreign national and a legal representative representing the decision; The document containing the registry records of the legal entity partner, which also shows the powers of the legal representative, must be submitted to our Directorate. This document must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation for Certification of Foreign Official Documents, and must have a notarized Turkish translation made.
If the legal person is a partner, a foreign national and the decision is signed by proxy; In addition to the document containing current registry records, a power of attorney must be submitted showing that the legal entity partner is authorized to vote on behalf of the partner, to accept or reject decisions, and to sign decisions. - These documents must be approved by the Consulate of the Republic of Turkey in the country of nationality of the legal entity partner or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents and have a notarized Turkish translation made.3-) If the parents of the minor company partner or any of the parents become partners in the company, the decision taken from the court to appoint a trustee for the minor partner must be submitted and the decision must be signed by the trustee on behalf of the minor.