Joint Stock Company Commencement of Liquidation

Trade Registry Regulation (Article 86):

REQUIRED DOCUMENTS

Petition
Notarized General Assembly Meeting Minutes
(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).
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to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…).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)
If the meeting was not held in accordance with Article 416 of the Turkish Commercial Code (TTK), the invitation to the general assembly (the Turkish Trade Registry Gazette in which the announcement was published and registered mail with return receipt)
Specimen signature/signature declaration of the liquidator
(If no signature record is held in the databases of public institutions and organisations or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarised or by making a written declaration at any Trade Registry Directorate.) (1 original)

Specimen signatures of persons newly added as authorized signatories with a new identity card can be obtained electronically from the General Directorate of Population and Citizenship Affairs (NVİ) and recorded in the MERSİS database. For authorized persons in this situation, a PHYSICAL SIGNATURE DECLARATION, and for liquidators appointed from outside the partners, a DECLARATION OF ACCEPTANCE OF DUTY, will not be requested. (Ministry Circular No. 72558467 dated 4 March 2022)
For companies that require the permission of the Ministry or other official institutions in order for the general assembly to resolve to dissolve the company, the letter relating thereto
Call announcement to creditors
– With the update made on the MERSİS system on 28 March 2024, the call announcement to creditors is generated automatically by MERSİS when the liquidation is entered into the MERSİS system, so it is not required to be submitted to our directorate as a printout. The first announcements to be made to creditors must be published in the same trade registry gazette as the announcements regarding the registration of the merger resolution. (TSY-126/9; TTK – 157)