Trade Registry Regulation Articles 102-103
(1) If the number of partners of a company established with multiple partners subsequently falls to one, this situation shall be notified in writing to the company managers within seven days of the date of the transaction giving rise to this result. Within seven days of the date of receipt of the notification, the company managers are obliged to register with the relevant directorate that the company is a single-partner limited company, together with the name and surname or title, identity number, place of residence or head office, and nationality of this sole partner (TSY-102):
REQUIRED DOCUMENTS
- Notarized General Assembly Meeting Minutes approving the transfer of the share capital share, unless otherwise provided in the articles of association
(1 original – 1 photocopy)
- In companies with a single shareholder, (Amended phrase: Official Gazette 9/10/2020-31269) it is sufficient to elect a Meeting Chair; there is no need to elect a minute secretary or a vote-collecting officer. If a minute secretary and a vote-collecting officer have not been elected, their duties shall be performed by the meeting chair. (Regulation Article 14)
- In companies with a single shareholder, it is also mandatory for the shareholder present at the meeting or his/her representative to sign the meeting minutes. (Regulation Article 26).
- The corporate body resolutions submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through the ETDS must contain the verification code issued by the ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification through the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarization will be required for these resolutions.
- Notarization will not be required for resolutions adopted electronically (MERSİS and similar applications).
- List of Attendees
(1 original). In companies with a single shareholder, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare the list of persons entitled to attend the general assembly meeting. (Regulation Article 14)
- 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to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…).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)
- Agenda Resolution in General Assemblies held by invitation
(1 photocopy)
- 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
- Transfer agreement concerning the share capital share, with the parties' signatures notarized
(1 original - 1 photocopy) or, where the share passes by inheritance, the matrimonial property regime between spouses or enforcement proceedings, the relevant document
- Share ledger
(pages recording the transferring and the receiving partner) (1 photocopy of each)
- Petition
Notes
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a) In share transfers, the number of shares must be a whole number.
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b) If a new partner is joining, the partner's name and surname, nationality and, if a citizen of the Republic of Türkiye, the Turkish ID number or, if a foreign national, the tax number must be stated.
- c) For a foreign national partner:
- –Photocopy of the Residence Permit, if any (1 copy), or, if the address is abroad, a declaration showing the address
- –Translated, notarized copy of the passport (1 original – 1 photocopy)
- –A potential tax view document must be attached.
- –Photograph (2 copies)
- d-If the Partner Is a Foreign Legal Entity;
- The company's current Registry Certificate or Registry Summary. The document must be certified by a Turkish consulate or in accordance with the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (apostille), and submitted to the directorate together with its notarized Turkish translation. (Trade Registry Regulation Article 32)
- Tax office potential view document of the foreign national legal entity
- For the foreign national representative of the foreign national legal entity:
- –Notarized copy of the Residence Permit, if any (1 original), or, if the address is abroad, a declaration showing the address
- –Translated, notarized copy of the passport (1 original – 1 photocopy)
- –A potential tax view document must be attached.
- –Photograph (2 copies)
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e) It is not necessary to state in share transfer resolutions that the capital has been paid. If it is stated, a certified public accountant (SMMM) report and a certificate of activity confirming payment of the capital must be attached.
Documents
NOTE:
You must submit an electronic application at https://mersis.ticaret.gov.tr/.
For Information and Support
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