Limited Company Capital Increase

A-CAPITAL INCREASE

The following documents are submitted with the registration application to the Directorate (TSY-93)

Petition
Notarized General Assembly Meeting Minutes
(1 original – 1 photocopy)
- 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).
Amendment text containing the new form of the capital
(1 original)
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to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…).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
If the capital increase is made only from internal resources or through cash capital commitment, or from internal resources together with a capital commitment: the original activity certificate of the certified public accountant (YMM or SMMM) together with the report stating that the entire capital has been paid, whether it is left uncovered, the determination of the company's net assets, and that the amount covered from internal resources actually exists within the company; or, for companies subject to audit, the auditor's report on these findings together with the auditor's certificate
Valuation reports prepared by the court-appointed expert regarding the determination of the value of the businesses to be taken over and the in-kind assets contributed as in-kind capital, together with the court decision
A letter obtained from the relevant registry stating that there is no restriction on the capital contributed in kind
A document showing that an annotation has been made in the registries where the immovable property, intellectual property rights and other assets contributed as capital in kind are recorded
Receipt showing that four ten-thousandths of the increased capital has been paid in accordance with Law No. 4054 on the Protection of Competition
(It will be paid to the cashier of the Chamber to which our Directorate is affiliated or to the Chamber's bank account)
If the capital increase is to be covered by a new partner admitted from outside, a notarized participation commitment
(1 original)

B-REGISTRATION OF A CAPITAL REDUCTION SIMULTANEOUS WITH A CAPITAL INCREASE PURSUANT TO ARTICLE 376 OF THE TTK

Petition
Notarized General Assembly Meeting Minutes
(1 original – 1 photocopy)
- 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).
Amendment text containing the new form of the capital
(1 original)
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
If the capital increase is made only from internal resources or through cash capital commitment, or from internal resources together with a capital commitment: the original activity certificate of the certified public accountant (YMM or SMMM) together with the report stating that the entire capital has been paid, whether it is left uncovered, the determination of the company's net assets, and that the amount covered from internal resources actually exists within the company; or, for companies subject to audit, the auditor's report on these findings together with the auditor's certificate
Receipt showing that four ten-thousandths of the increased capital has been paid in accordance with Law No. 4054 on the Protection of Competition
(It will be paid to the cashier of the Chamber to which our Directorate is affiliated or to the Chamber's bank account)
Report on the capital reduction, prepared by the company manager or managers and approved by the general assembly, showing the reasons for the capital reduction, its purpose and how the reduction will be carried out
(1 original - 1 photocopy) (registered and announced.)
o) If the capital increase is to be covered by a new partner admitted from outside, a notarized participation commitment
(1 original)

C- Carrying out the reduction and the increase simultaneously

Documents

Trade Registry Regulation, Article 98- (1) If it is decided to increase the capital simultaneously with the capital reduction, by an amount equal to or higher than the reduced amount, the following documents shall also be submitted to the Directorate:

Notarized copy of the general assembly resolution regarding the simultaneous reduction and increase of the capital
A bank letter stating that, in a capital increase made simultaneously with the capital reduction and in the same amount, the increased capital has been fully paid; or, in the case of a higher capital increase, if the articles of association provide that a certain portion of the share values constituting the increased capital be paid before registration of the capital increase, that this amount has also been deposited in the bank in accordance with the Law
Text of the amended articles of association containing the provisions on the simultaneous reduction and increase of the capital
For companies whose amendment of the articles of association is subject to the permission or favourable opinion of the Ministry or other official institutions, the letter of such permission or favourable opinion
The report of a sworn-in certified public accountant or independent certified public accountant on the payment of the entire capital, whether it has been left unbacked, and the determination of the company's equity, or, for companies subject to audit, the auditor's report on these determinations

Registration

Trade Registry Regulation, Article 99- (1) The reduction and the increase of the capital are registered simultaneously. Articles 95 and 97 concerning the increase and reduction of capital apply to the registration.

Notes

a) Application must be made to the Directorate within thirty days from the general assembly's decision on the capital increase. If deemed necessary by the Board of Managers, a period of at least fifteen days is given pursuant to Article 591 of the TTK so that partners can exercise their pre-emptive right (the right to acquire new shares). The Pre-emptive Right Decision is announced in the trade registry gazette and a participation commitment is prepared.
b) In order for goods and rights contributed as capital and recorded in registries such as the land registry, ship registry and intellectual property registries to be registered in the company's name without delay, the Trade Registry Directorate notifies the relevant registries simultaneously with the registration of the capital increase.
c) A decision must be taken according to the sample attached, for whichever of the following may be contributed as capital: "In-kind capital – Transfer of a business – Retained earnings – Partners' receivables from the company – Positive differences from capital adjustment – Real estate sales profits – Cash capital". Sample Certified Financial Advisor Reports on determining the internal resources that may be contributed as capital: "Retained earnings report – Partners' receivables from the company report – Positive capital adjustment differences report"
d) In order for partners' receivables from the company (Due to Partners) to be made the subject of a capital increase with the report of an SMMM or YMM, or of the auditor in companies subject to audit, this receivable must arise solely from a debt given to the company in cash, and the submitted report must clearly state that this receivable arises from cash borrowing. If these receivables do not arise from cash borrowing, pursuant to Article 343 of Law No. 6102 (TTK), it must be done with a report prepared by experts appointed by the commercial court of first instance at the place where the company's headquarters is located.
e) Where the capital increase is made solely from internal resources, the report referred to in subparagraph (c) of the first paragraph shall not be required, provided that the following are submitted to the directorate: a clear written declaration by the board of managers confirming that the company's capital is preserved within equity and that the amount covered from internal resources actually exists within the company, together with the annual balance sheet approved by the general assembly or, if more than six months have passed since the balance sheet date, an interim balance sheet approved by the board of managers.