REQUIRED DOCUMENTS
- Petition
- Notarized General Assembly Meeting Minutes
(1 original – 1 photocopy)
- Resolutions adopted in electronic environments do not need to be separately certified by a notary.
- In companies with a single shareholder, the shareholder present at the meeting, or the shareholder's representative, must also sign the meeting minutes. (Regulation Article 26)
- In companies with a single shareholder (Amended wording: 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 collector. If no minute secretary or vote collector is elected, their duties are performed by the meeting chair. (Regulation Article 14)
- 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 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)
- 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to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…).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
- Specimen signature/signature declaration of the elected manager
If there is no signature record kept in the databases of public institutions and organizations, or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarized or by making a written declaration at any Trade Registry Directorate. (1 original)
The signature specimens of persons added as authorised signatories with the new identity card can be obtained electronically from the General Directorate of Civil Registration and Nationality (NVİ) and recorded in the MERSİS database. A physical signature declaration will not be requested for such authorised persons. (Ministry Circular No. 72558467 dated 4/3/2022)
- Written declarations by board of managers members who are not partners, stating that they accept this duty
(Turkish Trade Registry Regulation (TSY), Article 90/1-c)
A "Authority Acceptance Procedures" module has been created and put into operation in MERSİS so that the authority acceptance procedures of persons authorised to sign on behalf of the company/business can be carried out electronically. If authority has been accepted electronically via MERSİS, a physical authority acceptance document will not be requested. (Ministry Circular No. 72558467 dated 4/3/2022)
- If a legal entity is elected as company manager, a notarised copy of the decision of the competent body designating a natural person, determined by the legal entity, to act together with and on behalf of the legal entity
(1 original – 1 photocopy)
Notes
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a) At least one of the managers must be a partner of the company.
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b) If more than one manager is elected, in order to determine the Chair of the Board of Managers, the phrase "………………… (TCKN:…….), elected as company manager, has been elected as Chair of the Board of Managers pursuant to Article 624 of the TCC" must be added to the minutes.
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c) If the elected manager is a foreign national who is not a partner, the notarized translation of the passport, a photocopy of the Residence Permit, if any (1 copy), the Residence Certificate from the Population Directorate showing the address (1 original), and a potential tax view document must be attached.
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ç) If there is a legal entity member on the board of managers, the title of the legal entity member must be written in the distribution of duties and powers. In addition, the resolution must state the name and surname, place of residence, nationality, and T.C. Identity Number of the natural person representative of the legal entity manager, or the tax number if a foreign national.
- d) Of the foreign natural person representative;
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- A tax office potential view document must be attached.
- Photograph (2 copies)
- e) IF A LEGAL ENTITY IS ELECTED AS COMPANY MANAGER, THE RESOLUTION MUST INCLUDE;
"-……………………………………….. ŞİRKETİ (Tax No: …….; Mersis No: ………………………), operating at the commercial address ……………………………………………… , has been elected as the company manager for a term of ………. years / until a decision to the contrary is taken, and it has been resolved that it shall represent the company individually in all matters.
-……………………………..…………… ŞİRKETİ, elected as the company manager, has designated as its natural person representative ………………… ………………… , a citizen of the Republic of Türkiye, holding Turkish ID No. ……………………………….…. , residing at …………………………………………….. .
THESE STATEMENTS MUST BE ADDED."
Documents
NOTE:
You must submit an electronic application at https://mersis.ticaret.gov.tr/.
For Information and Support
Phone:
0 (378) 227 10 46
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