According to subparagraph (a) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a joint stock company can be transformed into a limited company. In such changes, the establishment provisions of the newly established limited company shall apply. However, the provisions regarding the minimum number of partners and the contribution of capital in kind and the signing of company contracts by the founders do not apply. In case of a change of type, the company shares and rights of the partners are preserved. For non-voting shares, their owners are given shares of equal value or shares with voting rights. In return for privileged shares, shares of the same value are given or an appropriate compensation is paid. Rights of the same value are given in return for usufruct shares, or the real value is paid on the date the conversion plan is drawn up.
The type change must be made through registered capital.
1-) Petition
The tax office to which it will be affiliated must be specified, it must be signed by the authorized person or by proxy, and the original or certified copy of the power of attorney must be attached.
2-) If there is a foreign partner, 1 copy of the establishment notification form
The relevant fields must be filled in and signed by the authorized person.
3-) Whether the capital of the company that has changed its type has been paid or not, whether it remains unrequited, the company’s equity is determined, and if there are assets registered in land registry, ship and intellectual property registries and similar registries, their fair values are determined and the annex is made by the company management body in companies subject to audit. CPA or CPA report containing the last balance sheet approved by the auditor, or if the company that has changed its type is subject to audit, the auditor’s report regarding these findings. The balance sheet date should not be older than 6 months. (One original must be accompanied by photocopies equal to the number of authorities to be notified.)
If there are no goods and rights that need to be recorded in the special registry; It should be stated that these issues do not exist.
The consultant’s activity certificate (original or notarized)
4-) The company that changes its type; In the annex of Declaration 1, addressed to the Trade Registry Directorate, signed by company officials, which includes the list of goods and rights registered in land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered, and the records of such goods and rights in the relevant registries, A photocopy of the document showing that the rights belong to your company must be provided. A separate statement must be prepared for each authority to be notified. Declaration 2 must be prepared addressing the relevant directorates.
5-) Type change plan (art. 185)
A type change plan is prepared in writing by the company’s board of directors.
Type change plan;
The trade name of the company before and after the change of type, its headquarters and information about the new type,
Limited company contract,
It must contain explanations regarding the shares and amounts that the partners will have in the limited company after the type change.
6-) Type change report (Art. 186)
The company’s board of directors prepares a written report on the type change.
In the report;
The purpose and consequences of transforming into a limited company,
The establishment provisions regarding the limited company have been fulfilled,
The contract of the limited company,
The change rate regarding the shares to be held by the partners in the limited company,
Additional payment and other personal performance obligations and personal responsibilities regarding the partners, if any, arising from its transformation into a limited company,
Issues regarding the obligations arising from the change of type for the partners are explained in legal and economic terms, with justifications given.
In the general assemblies of Small and Medium Sized Enterprises held with the participation of all partners regarding the acceptance of the type change process;
In accordance with TCC article 186/3; If all partners approve, the preparation of a Type Change Report may be waived.
However, the Independent Accountant Financial Advisor Report or Certified Public Accountant Report and certificate of activity must be submitted to prove that the company meets the Small and Medium-Sized Enterprise criteria, that is, it is a small and medium-sized enterprise.
The following issues are submitted to the shareholders for review thirty days before the decision is taken at the general assembly: (Art. 188)
Type change plan,
Type change report,
Financial statements of the last three years,
If more than six months have passed between the balance sheet date and the date of the type change report or if there have been significant changes in the company’s assets since the date the last balance sheet was issued, interim balance sheet,
Copies of the mentioned documents are given free of charge to the partners who request them. The company informs the partners that they have the right to review appropriately.
The company’s board of directors submits the type change plan to the general assembly for approval thirty days after the above transactions are completed and the partners are given the right to review. The decision to change the type is taken by the following quorum:
Provided that the provisions of paragraph 5-B of Article 421 of the Turkish Commercial Code are reserved, in joint stock companies, a type change plan, basic or issued shares
Provided that it covers two-thirds of the capital, it is taken by the decision of two-thirds of the votes present in the general assembly, with the approval of all partners, if additional payment or personal performance obligations will arise.
7-) Notarized general assembly meeting minutes regarding the acceptance of the type change and the articles of association signed by the partners
In the minutes, the conversion plan and the conversion report and the financial statements of the last three years (interim balance sheet, if any) are included in the Turkish Commercial Code Article 188. Accordingly, it must be stated that it was submitted to the review of the partners at the company headquarters thirty days ago and the right to review was exercised, that the type change plan and the company contract of the new type prepared from Mersis were accepted, and that it was decided to convert the company to the Limited Company type.
😎 Ministry Representative Letter
9-) Signature statement under the title if it has not been submitted before
10-) Attendance List
11-) If the company has a branch or branches registered in our directorate where the company headquarters is located or in another Trade Registry Office, the attached Branch information declaration must be signed and submitted as an attachment to the document,
If there is no branch/branches, a signed declaration must be submitted stating that there is no branch.
Note: If there is a capital increase along with the type change, documents regarding the capital increase must also be added.
According to subparagraph (a) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a limited company can be transformed into a joint stock company. In such changes, the establishment provisions of the newly established joint stock company apply. However, in capital companies, the provisions regarding the minimum number of partners and the contribution of capital in kind and the signing of company contracts by the founders do not apply. In case of a change of type, the company shares and rights of the partners are preserved. In return for privileged shares, shares of the same value are given or an appropriate compensation is paid. Rights of the same value are given in return for usufruct shares, or the real value is paid on the date the conversion plan is drawn up.
The type change must be made through registered capital.
1-) Petition
The tax office to which it will be affiliated must be specified, it must be signed by the authorized person or by proxy, and the original or certified copy of the power of attorney must be attached.
2-) If there is a foreign partner, 1 copy of the establishment notification form
The relevant fields must be filled in and signed by the authorized person.
3-) Whether the capital of the company that has changed its type has been paid or not, whether it remains unrequited, the company’s equity is determined, and if there are assets registered in land registry, ship and intellectual property registries and similar registries, their fair values are determined and the annex is made by the company management body in companies subject to audit. CPA or CPA report containing the last balance sheet approved by the auditor, or if the company that has changed its type is subject to audit, the auditor’s report regarding these findings. The balance sheet date should not be older than 6 months.
Photocopies as many as the number of authorities to be notified must be attached.
If there are no goods and rights that need to be recorded in the special registry; It should be stated that these issues do not exist.
The consultant’s activity certificate (original or notarized)
4-) The company that changes its type; In the annex of Declaration 1, addressed to the Trade Registry Directorate, signed by company officials, which includes the list of goods and rights registered in land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered, and the records of such goods and rights in the relevant registries, A photocopy of the document showing that the rights belong to your company must be provided. A separate statement must be prepared for each authority to be notified. Declaration 2 must be prepared addressing the relevant directorates.
5-) Type change plan (art. 185)
A type change plan is prepared in writing by the company’s manager or managers.
Type change plan;
The trade name of the company before and after the change of type, its headquarters and information about the new type,
The contract of the joint stock company,
Explanations regarding the number, type and amount of shares that the partners will have in the joint stock company after the change of type,
must contain.
6-) Type change report (Art. 186)
The manager or managers of the company prepare a written report about the type change.
In the report;
The purpose and consequences of turning into a joint stock company,
The establishment provisions regarding the joint stock company have been fulfilled,
The agreement of the joint stock company,
The rate of change regarding the shares to be held by the partners in the joint stock company,
Additional payment and other personal performance obligations and personal responsibilities regarding the partners, if any, arising from its transformation into a joint stock company,
Liabilities arising from the change of type for partners,
The relevant issues are explained in legal and economic terms by giving reasons.
In the general assemblies of Small and Medium Sized Enterprises held with the participation of all partners regarding the acceptance of the type change process;
In accordance with TCC article 186/3; If all partners approve, the preparation of a Type Change Report may be waived.
However, the Independent Accountant Financial Advisor Report or Certified Public Accountant Report and certificate of activity must be submitted to prove that the company meets the Small and Medium-Sized Enterprise criteria, that is, it is a small and medium-sized enterprise.
The following issues are submitted to the partners for review thirty days before a decision is taken by the partners’ board. (art. 188)
Type change plan,
Type change report,
Financial statements of the last three years
If more than six months have passed between the balance sheet date and the date of the type change report or if there have been significant changes in the company’s assets since the date the last balance sheet was issued, an interim balance sheet is required.
Copies of the mentioned documents are given free of charge to the partners who request them. The company informs the partners that they have the right to review appropriately.
7-) 1 copy of notary approved decision regarding the acceptance of the type change
The manager or managers of the company submit the type change plan to the approval of the board of partners thirty days after the above transactions are completed and the partners are given the right to review. The decision to change the type is taken by the following quorum:
In limited companies, the type change plan is made by four-quarters of the partners, provided that they own at least three-quarters of the capital.
e is taken by the decision of all three.
😎 If not submitted before, signature statement under title
9-) If the permission or approval of the Ministry or other official institutions is required, this permission or approval letter
10-) If the company has a branch or branches registered in our directorate where the company’s headquarters are located or in another Trade Registry Office, the attached Branch information declaration must be signed and submitted as an attachment to the document,
If there is no branch/branches, a signed declaration must be submitted stating that there is no branch.
Note: If there is a capital increase along with the type change, documents regarding the capital increase must also be added.
Real Person Commercial enterprises; It can be transformed into a Joint Stock or Limited Company by changing its type in accordance with the 8th and 9th paragraphs of Article 134 of the Trade Registry Regulation and Articles 182 to 193 of the Turkish Commercial Code.
1-) Petition
The tax office to which it will be affiliated must be specified, it must be signed by the authorized person or by proxy, and the original or certified copy of the power of attorney must be attached.
2-) If the articles of association prepared by Mersis will be signed by the partners, the partners must be present in the relevant unit. If the contract will be signed by proxy, there is no need for the partners to come to the Directorate if the signed power of attorney is presented, it is sufficient for the person to whom the power of attorney is given to come.
3-) If there are authorized persons other than partners, the authorized person must be present in the relevant unit. The signature statement will be prepared in your presence under the company name.
4-) CPA or SMM report and CPA / CPA activity certificate regarding the determination of the value of the assets of the commercial enterprise that has changed its type and the equity of the enterprise
5-) CPA or SMM report and CPA / SMM activity certificate containing the list and determination of the value of the goods and rights registered in the Land Registry, Ship and Intellectual Property Registries and similar registries that are permanently assigned to the business that has changed its type. It should be CLEARLY stated in the report that the goods to be reported to the special registry are permanently allocated to the business that changes type. (1 photocopy must be attached as many as the number of authorities to be notified.)
6-) Regarding the elements to be notified; Statement containing the list of goods and rights registered in the Land Registry, Ship and Intellectual Property Registries and similar registries, the registries in which they are registered, and information regarding the registration of the goods and rights in question in the relevant registries ( 1 original and photocopies as many as the number of authorities to be notified must be added)
7-) In case there are no goods and rights that need to be notified to the special registries in question; A declaration containing the absence of these issues must be submitted.
😎 Four ten thousandths of the capital must be deposited to the Chamber’s cashier’s office.
9-) If there is a foreign partner, 1 copy of the establishment notification form
The relevant fields must be filled in and signed by the authorized person.
10-) Conversion to business TYPE CHANGE PLAN
11-) Conversion to business TYPE CHANGE REPORT
12-) If the company has a branch or branches registered in our directorate where the company headquarters is located or in another Trade Registry Office, the attached Branch information declaration must be signed and submitted as an attachment to the document,
Note: If there is no branch/branches, a signed declaration stating that there are no branches must be submitted. Note: If there is a capital increase along with the type change, documents regarding the capital increase must be attached.
Articles of Association Examples:
1-) Example Regarding the Conversion of a Real Person (Sole Proprietorship) Commercial Enterprise into a Joint Stock Company Type and the Articles of the Articles of Association titled “Establishment and Type of Capital and Share Certificates”
According to clauses (b) and (c) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a general or limited liability company can be transformed into a joint stock or limited company. In such changes, the establishment provisions of newly established joint stock and limited companies shall apply. However, the provisions regarding the minimum number of partners and the contribution of capital in kind and the signing of the company contract by the founders do not apply. In case of a change of type, the company shares and rights of the partners are preserved.
1-) Petition
The tax office to which it will be affiliated must be specified, it must be signed by the authorized person or by proxy, and the original or certified copy of the power of attorney must be attached.
2-) If there is a foreign partner, 1 copy of the establishment notification form
The relevant fields must be filled in and signed by the authorized person.
3-) Whether the capital of the company that has changed its type has been paid or not, whether it remains unrequited, the company’s equity is determined, and if there are assets registered in land registry, ship and intellectual property registries and similar registries, their fair values are determined and the annex is made by the company management body in companies subject to audit. CPA or CPA report containing the last balance sheet approved by the auditor, or if the company that has changed its type is subject to audit, the auditor’s report regarding these findings. The balance sheet date should not be older than 6 months. (One original must be accompanied by photocopies equal to the number of authorities to be notified.)
The consultant’s activity certificate (original or notarized)
If there are no goods and rights that need to be recorded in the special registry; It should be stated that these issues do not exist.
4-) The company that changes its type; In the annex of Declaration 1, addressed to the Trade Registry Directorate, signed by company officials, which includes the list of goods and rights registered in land registry, ship and intellectual property registries and similar registries, and the information and values of the registries in which they are registered, and the records of such goods and rights in the relevant registries, A photocopy of the document showing that the rights belong to your company must be provided. A separate statement must be prepared for each authority to be notified. Declaration 2 must be prepared addressing the relevant directorates.
5-) Type change plan (art. 185)
A type change plan is prepared in writing by those responsible for the management of the company.
Type change plan;
The trade name of the company before and after the change of type, its headquarters and information about the new type,
The new type of joint stock company includes its articles of association; limited company, the company agreement,
The number, type and amount of shares that the partners will have after the type change, or issues regarding the shares of the partners after the type change,
must contain.
6-) Type change report (Art. 186)
Those responsible for the management of the company prepare a written report about the change of type.
In the report;
The purpose and consequences of transforming into a new species,
The establishment provisions regarding the new species have been fulfilled,
The company agreement of the new type,
The rate of change regarding the shares to be held by the new type of partners,
Additional payment and other personal performance obligations and personal responsibilities regarding the partners, if any, arising from the transformation into a new type,
Liabilities arising from the change of type for partners,
The relevant issues are explained in legal and economic terms by giving reasons.
In the general assemblies of Small and Medium Sized Enterprises held with the participation of all partners regarding the acceptance of the type change process;
In accordance with TCC article 186/3; If all partners approve, the preparation of a Type Change Report may be waived.
However, the Independent Accountant Financial Advisor Report or Certified Public Accountant Report and certificate of activity must be submitted to prove that the company meets the Small and Medium-Sized Enterprise criteria, that is, it is a small and medium-sized enterprise.
The following issues are submitted to the partners for review thirty days before the decision is taken by the shareholders’ board: (Art. 188)
Type change plan,
Type change report,
Financial statements of the last three years,
If more than six months have passed between the balance sheet date and the date of the type change report or if there have been significant changes in the company’s assets since the date the last balance sheet was issued, interim balance sheet,
Copies of the mentioned documents are given free of charge to the partners who request them. The company informs the partners that they have the right to review appropriately.
7-) 1 notarized copy regarding the acceptance of the type change
Those who are responsible for the management of the company in general partnerships and limited liability companies submit the type change plan and the company contract of the new type prepared in Mersis to the approval of the board of partners, thirty days after the above transactions are completed and the partners are given the right to review. The decision to change the type is taken by the following quorum.
In collective companies, the type change plan is approved unanimously by all partners. However, in the company contract, this decision is taken with the positive vote of two-thirds of all partners.
It can be predicted that it might happen.
😎 Signature statement under the title if it has not been submitted before
9-) Four ten thousandths of the capital must be deposited to the Chamber’s cashier’s office.
11-) If the company has a branch or branches registered in our directorate where the company is headquartered or in another Trade Registry Office, the attached Branch information declaration must be signed and attached to the document,
If there is no branch/branches, a signed declaration must be submitted stating that there is no branch.
Note: If there is a capital increase along with the type change, documents regarding the capital increase must also be added.