Joint Stock Company Capital Reduction

Trade Registry Regulation (Article 79)

(1) If no capital increase is made simultaneously with the reduction of the fixed capital, the following documents are submitted to the directorate with the registration application.

For companies whose articles of association amendment is subject to the permission or favorable opinion of the Ministry or other official institutions, this permission or favorable opinion letter
Notarized General Assembly Meeting Minutes on the capital reduction, approving the board of directors' report on the reduction of capital and showing how the capital reduction will be carried out
(To be pasted into the General Assembly Meeting and Decision Book pursuant to TCC 64/4 – 375/f) (1 original – 1 photocopy)

-In companies with a sole shareholder, the shareholder present at the meeting or their representative must also sign the meeting minutes. (Regulation Article 26)

-In single-shareholder companies, (Amended phrase: Official Gazette 9/10/2020-31269) it is sufficient to elect a Meeting Chairman; there is no need to also elect a minutes clerk or a vote collector. If a minutes clerk and a vote collector are not elected, their duties are performed by the meeting chairman. (Regulation Article 14)

-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).
Report on the reduction of capital, prepared by the board of directors and approved by the general assembly, showing the reasons for the reduction, its purpose and how it will be carried out
(1 original – 1 photocopy) (registered and announced)
Report by a certified public accountant (YMM) or independent certified public accountant (SMMM) determining that, despite the capital reduction, the company holds assets sufficient to fully satisfy the rights of its creditors; for companies whose incorporation and articles of association amendments are subject to Ministry permission, a Sworn-in Certified Public Accountant report
(1 original)
Board of Directors Capital Reduction Amendment Text showing the new form of the articles of association, signed by the Meeting Chairmanship
(1 original)
Copies of the trade registry gazette showing that creditors of the company were called three times at seven-day intervals
Sample documents showing that receivables have been paid or secured
List of Attendees (Attendance Sheet)
(1 original copy). In single-shareholder companies, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of persons entitled to attend the general assembly meeting. (Regulation Article 14)
Letter of appointment of the Ministry representative
(For meetings requiring the presence of a Ministry representative) (1 original copy). In general assembly meetings, (Added phrase: Official Gazette 9/10/2020-31269) all general assembly meetings of single-shareholder companies, except for companies whose incorporation and articles of association amendments are subject to Ministry permission, may be held without requesting a Ministry representative. (Regulation Article 32)
Notarized power of attorney, if participation is by proxy
In order for company partners to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7)
Board of Directors Agenda Resolution for general assemblies held upon invitation
(1 photocopy)

-Organ resolutions 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 applications made to your directorate, these resolutions will be verified through the "Document Verification" section at https://etds.ticaret.gov.tr, and the necessary registration procedure will then be carried out.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
Petition
If the Board of Directors resolutions do not bear the signature of the chairman or deputy chairman, a document (notarial notice) showing that a request was made under Article 392/7 of the Turkish Commercial Code must be submitted together with the resolution

(2) If the company reducing its capital is subject to audit, the report specified in subparagraph (ç) of the first paragraph may also be issued by the company's auditor.

(3) If capital is to be reduced in order to cover a deficit arising in the balance sheet as a result of losses and in proportion to such deficit, and the board of directors has waived calling the creditors and paying or securing their rights, and the related board resolution has been submitted to the directorate, the documents specified in subparagraphs (e) and (f) of the first paragraph are not required.

Detailed Information

IN THE FIRST STAGE, ONLY THE NOTICE INVITING CREDITORS IS SENT TO THE NEWSPAPER TO BE PUBLISHED 3 TIMES. THE CAPITAL REDUCTION IS REGISTERED AND ANNOUNCED TWO MONTHS AFTER THE THIRD NOTICE, PUBLISHED AT ONE-WEEK INTERVALS.
After the resolution is adopted, creditors are notified through an announcement in the Turkish Trade Registry Gazette that they may declare their receivables and request payment or security within 2 months from the third announcement.
In order to implement and conclude the resolution to reduce the fixed capital, the receivables must be paid or secured.
-Resolutions adopted electronically do not need to be separately certified by a notary.

NOTE:

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