Joint Stock Company Return from Liquidation

Trade Registry Regulation (Article 88):

The General Assembly may resolve to return from liquidation pursuant to Article 548 of the TTK. In this case, the liquidators apply for registration with the following documents.

REQUIRED DOCUMENTS

Petition
(Signed by the liquidators)
Notarized General Assembly Meeting Minutes
(Must be affixed to the General Assembly Meeting Minutes book in accordance with TTK 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.

- Notarization is also not required for resolutions adopted electronically (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
Report prepared by the liquidators stating that the distribution of the company's assets among the shareholders has not yet begun
(TTK 548/3)

-Resolutions adopted electronically do not need to be separately certified by a notary.