Share Transfer of a Joint Stock Company

REQUIRED DOCUMENTS

A-ORDINARY SHARE TRANSFER (Announced Without Registration upon Request)

Petition
Share Transfer Agreement drawn up by a notary (1 original) or Share Certificate (1 photocopy) or Provisional Certificate (1 photocopy)
Share ledger (pages in which the transferee partner(s) are recorded)
(1 photocopy of each)
Notarized Board of Directors Resolution on Share Transfer
(1 original - 1 photocopy)

-The resolutions of company bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarial certification will be required for them.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
If new partners join the company as a result of the transfer, photograph of the new partners
(1 piece)
If the new partner is a foreign national;
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- Photograph (2 copies)
- Tax office potential viewing document (1 original)
If a legal entity becomes a partner;
Photograph of the representative of the legal entity (1 piece).

B-REGISTRATION OF SOLE SHAREHOLDING

Petition
Notarized share ledger (pages in which the transferee partner(s) are recorded)
(1 photocopy of each)
Notarized Board of Directors Resolution on Sole Shareholding
(1 original - 1 photocopy)
If new partners join the company as a result of the transfer, photograph of the new partners
(1 piece)
If the new partner is a foreign national;
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- Photograph (2 copies)
- Tax office potential viewing document (1 original)
If a legal entity becomes a partner;
a) Photograph of the representative of the legal entity (1 piece).
The company's cessation of sole shareholding is also registered. For this purpose, a Notarized Board of Directors Resolution must be submitted to our Directorate together with the above documents

C-REGISTRATION OF CHANGE OF SOLE SHAREHOLDER

Petition
Notarized share ledger (pages in which the transferee partner(s) are recorded)
(1 photocopy of each)
Notarized Board of Directors Resolution on Change of Sole Shareholder
(1 original - 1 photocopy)
If new partners join the company as a result of the transfer, photograph of the new partners
(1 piece)
If the new partner is a foreign national
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- Photograph (2 copies)
- Tax office potential viewing document (1 original)
If a legal entity becomes a partner;
a) Photograph of the representative of the legal entity (1 piece).
The company's cessation of sole shareholding is also registered. For this purpose, a Notarized Board of Directors Resolution must be submitted to our Directorate together with the above documents

Ç-REGISTRATION OF CESSATION OF SOLE SHAREHOLDING

Petition
Notarized share ledger (pages in which the transferee partner(s) are recorded)
(1 photocopy of each)
Notarized Board of Directors Resolution on Multiple Shareholding
(1 original - 1 photocopy)
If new partners join the company as a result of the transfer, photograph of the new partners
(1 piece)
If the new partner is a foreign national;
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- Photograph (2 copies)
- Tax office potential viewing document (1 original)
If a legal entity becomes a partner;
- Notarized copy (1 original – 1 photocopy) of the participation and representative resolution to be adopted by the management body of the legal entity. This resolution must specify the participation in the company to be joined and the person authorized to represent them in that company.
- Photograph of the representative of the legal entity (1 piece).

D-TRANSFER OF SHARES BY INHERITANCE (Announced Without Registration upon Request)

Petition
Notarized Board of Directors Resolution
(1 original – 1 photocopy)
Certificate of inheritance from the court or certificate of heirship from a notary
(1 original or certified copy)
Share ledger (pages in which the transferee partner(s) are recorded)
(1 photocopy of each)
Notarized waiver statement, if any
(1 original)

NOTES

If the number of shareholders falls to one, the situation must be notified in writing to the board of directors within seven days from the date of the transaction that caused this result. Within seven days from the date it receives the notification, the board of directors shall have the company registered and announced as a joint stock company with a sole shareholder. In addition, where the company is established with a sole shareholder or where the shares are gathered in one person, the name, place of residence and citizenship of the sole shareholder shall also be registered and announced. Otherwise, the shareholder who failed to notify and the board of directors that failed to have the registration and announcement made shall be liable for any resulting damage. (TCC Art. 338/2)
If the partners include foreign natural persons or foreign legal entities, the tax number must be written in the resolution and a document showing the potential tax number must be attached.
If the board resolution does not bear the signature of the chairman/deputy chairman, a document (notarized notice) showing that the request was made pursuant to Article 392/7 of the Turkish Commercial Code (TTK) must be submitted together with the resolution.
When electing the Board of Directors, attention must be paid to the number of members and the term of office of the Board of Directors stipulated in the articles of association.
Resolutions adopted in electronic environments do not need to be separately certified by a notary.

NOTE:

You must submit an electronic application at https://mersis.gtb.gov.tr/.