Joint Stock Company Capital Increase

Trade Registry Regulation (Article 72 - Article 73)

A) In joint stock companies, registration of a capital increase is requested by the board of directors from the directorate of the place where the company's head office is located within thirty days following the adoption of the general assembly resolution in the fixed capital system, or of the board of directors' resolution stating that the capital increase procedures have been completed in the registered capital system.

B) If the capital increase is not registered within three months from the date of the general assembly or board of directors resolution, the general assembly or board of directors resolution and, if obtained, the permit become invalid, and upon submission to the relevant bank of the directorate's letter confirming this, the amounts are returned to their owners by the bank. (TCC Art. 456/3)

C) If the balance sheet contains funds that legislation permits to be added to capital, capital cannot be increased by subscribing cash capital without converting these funds into capital. Capital may be increased by both converting these funds into capital and subscribing capital at the same time. (TCC Art. 462)

REQUIRED DOCUMENTS

Limited Company Articles of Association with wet signatures, with the founders' signatures approved by the Trade Registry Directorate
(1 original - 1 photocopy)
Signature declaration of the company manager or managers, prepared under the company's trade name and approved by the Trade Registry Directorate
(1 original - 1 photocopy). (You can obtain the declaration from the Trade Registry Directorate nearest to you by presenting the MERSİS request number.)

The signature specimens of persons added as authorised signatories with the new identity card can be obtained electronically from the General Directorate of Civil Registration and Nationality (NVİ) and recorded in the MERSİS database. A physical signature declaration will not be requested for such authorised persons. (Ministry Circular No. 72558467 dated 4/3/2022)
Written declarations by board of managers members who are not partners, stating that they accept this duty
(Turkish Trade Registry Regulation (TSY), Article 90/1-c)

A "Authority Acceptance Procedures" module has been created and put into operation in MERSİS so that the authority acceptance procedures of persons authorised to sign on behalf of the company/business can be carried out electronically. If authority has been accepted electronically via MERSİS, a physical authority acceptance document will not be requested. (Ministry Circular No. 72558467 dated 4/3/2022)
Receipt showing that four per ten thousand of the capital has been paid, in accordance with Law No. 4054 on the Protection of Competition
(It will be paid at the cashier's office of the Chamber to which our Directorate is affiliated or into the Chamber's bank account.)
New Registration Request Petition
Registration Declaration for Legal Entities
(For registration with the Chamber)
2 photographs of each company manager
If a legal entity is elected as company manager, a notarised copy of the decision of the competent body designating a natural person, determined by the legal entity, to act together with and on behalf of the legal entity
(1 original – 1 photocopy)
If capital in kind is contributed at the time of establishment:
- Valuation reports prepared by an expert appointed by the court regarding the determination of the value of the capital in kind contributed and of the businesses and assets in kind to be taken over during the establishment, together with the court decision,
- A letter to be obtained from the relevant registry stating that there is no restriction on the capital in kind contributed,
- A document showing that an annotation has been made in the registries in which the immovable property, intellectual property rights and other assets contributed as capital in kind are recorded,
Contracts related to the establishment and concluded between the company being established and the founders and other persons, including those concerning the takeover of assets in kind and of the business

NOTES

a) If the founders of the company to be established include municipalities and other local administrations or the unions established by them, the Presidential permission allowing the participation of these entities.
b) For companies whose establishment is subject to the permission or favourable opinion of the Ministry or other public institutions, this permission or letter of favourable opinion.
c) To establish a company by proxy, the power of attorney must contain the wording "I HAVE APPOINTED ………………… ……………….. AS MY ATTORNEY TO CARRY OUT COMPANY ESTABLISHMENT PROCEDURES, TO MAKE CAPITAL COMMITMENTS, TO AMEND AND SIGN THE ARTICLES OF ASSOCIATION AND ITS ANNEXES, AND TO CONDUCT TRANSACTIONS BEFORE THE TRADE REGISTRY DIRECTORATE".
d) The articles of association may be signed with an e-signature by all of the company's partners during the MERSİS approval process and sent to our Directorate. In this case, the company's partners do not need to come to our Directorate to sign the articles.
e) For companies wishing to allow their partners or managers to attend and vote at general assembly or board of managers meetings electronically, by setting up an Electronic Meeting System or by purchasing services from systems created for this purpose, the text of the provision to be added to the articles of association

IF THERE IS A FOREIGN NATIONAL PARTNER OR MANAGER

A) If the Foreign National Partner Is a Natural Person;

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)
A tax office potential view document must be attached.
Photograph (2 copies)

B) If the Partner is a Foreign Legal Entity;

The company's current Registry Certificate or Registry Summary. The document must be authenticated by a Turkish consulate or in accordance with the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (apostille-certified) and must be submitted to the directorate together with its notarized Turkish translation. (TSY Article 32)
Tax office potential view document of the foreign legal entity
Of the foreign representative of the foreign legal entity;
- Photocopy of the Residence Permit, if any (1 original), or, if the address is abroad, a declaration showing the address
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- A tax office potential view document must be attached.
- Photograph (2 copies)