Branch Address Change of a Limited Company

Trade Registry Regulation (Article 104 - Article 86):

REQUIRED DOCUMENTS

Petition
If the liquidation is based on a general assembly resolution, notarized minutes of the General Assembly meeting
(1 original – 1 photocopy)

If the liquidation arises from another cause, a certified copy of the document proving it (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).
List of Attendees
(1 original). In companies with a single shareholder, it is not mandatory to prepare the list of persons entitled to attend the general assembly meeting (Amended phrase: RG-9/10/2020-31269). (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to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…).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 liquidator
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)

Specimen signatures of persons newly added as authorized signatories with a new identity card can be obtained electronically from the General Directorate of Population and Citizenship Affairs (NVİ) and recorded in the MERSİS database. For authorized persons in this situation, a PHYSICAL SIGNATURE DECLARATION, and for liquidators appointed from outside the partners, a DECLARATION OF ACCEPTANCE OF DUTY, will not be requested. (Ministry Circular No. 72558467 dated 4 March 2022)
Call announcement to creditors
With the update made on the MERSİS system on 28.03.2024, the call notice to creditors is generated automatically by MERSİS when the liquidation is entered into the MERSİS system, so it is not necessary to submit a printout to our directorate. The first announcements to creditors must be published in the same registry gazette together with the announcements concerning the registration of the merger resolution. (TSY-126/9; TTK – 157)