Joint Stock Company Closing at the End of Liquidation

Trade Registry Regulation (Article 88):

REQUIRED DOCUMENTS

Petition
(must be signed by the liquidator)
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to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…).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)

-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).
Photocopy of the trade registry gazette in which the agenda was published, together with photocopies of the registered mail with return receipt, in General Assemblies held by invitation
Final and definitive balance sheet approved by the general assembly
(The liquidator will write the statement "The company has no debts, receivables or pending lawsuits" at the bottom of the balance sheet and sign it; the chairperson of the meeting will sign, on behalf of the general assembly, the balance sheet signed by the liquidator and submitted to the general assembly.) Obtain the stamp duty receipt for the balance sheet from the tax office.

NOTES

– Among the announcements published at one-week intervals in the Turkish Trade Registry Gazette, a dissolution resolution may be adopted after 3 months have elapsed since the 3rd announcement, unless otherwise provided in the articles of association.
– If there are partners and creditors who cannot be reached despite the announcements and calls made during the liquidation process, the list of creditors prepared by the liquidator must be submitted to the trade registry directorate so that their receivables and rights can be paid.
-Resolutions adopted electronically do not need to be separately certified by a notary.

NOTE:

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