Capital Reduction of a Limited Company

REQUIRED DOCUMENTS

If no capital increase is made simultaneously with the reduction of the basic capital, the following documents shall be submitted to the directorate with the registration application (TSY-96):

Notarized minutes of the General Assembly meeting containing the text on the capital reduction, which approves the report of the company managers on the reduction of capital and indicates how the capital reduction will be carried out
(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).
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)
The report of a sworn-in certified public accountant (YMM) or independent certified public accountant (SMMM), together with the consultant's activity certificate, or, for companies subject to audit, the auditor's report, establishing that despite the capital reduction the company holds assets sufficient to fully satisfy the rights of its creditors
(1 original)
Amendment text showing the new form of the capital
(1 original)
Copies of the Trade Registry Gazette showing that the company's creditors were summoned three times at seven-day intervals
Sample documents showing that receivables have been paid or secured
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
Petition

B- If the capital is reduced in order to cover a deficit that has arisen in the balance sheet as a result of losses, and in proportion to such deficit

Document showing that the additional payment obligations stipulated in the articles of association have been paid in full
It shall be submitted to the directorate in addition to the documents specified in the first paragraph of this article.
If the company managers have waived summoning the creditors and paying their rights or providing security for them, and the relevant board of managers resolution has been presented to the directorate
The documents specified in subparagraphs (d) and (e) of the first paragraph shall not be required.

IN THE FIRST STAGE, ONLY THE NOTICE INVITING CREDITORS IS SENT TO THE NEWSPAPER TO BE PUBLISHED 3 TIMES. THE CAPITAL REDUCTION IS REGISTERED AND ANNOUNCED TWO MONTHS AFTER THE THIRD NOTICE, PUBLISHED AT ONE-WEEK INTERVALS.

Detailed Information

After the resolution is adopted, creditors are notified through an announcement in the Turkish Trade Registry Gazette that they may declare their receivables and request payment or security within 2 months from the third announcement.
in order to implement and finalize the decision to reduce the capital, the receivables must be paid or secured.