General Information
Pursuant to subparagraph (a) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a joint stock company may be converted into a limited company. In such changes of type, the provisions on the establishment of the newly formed limited company apply. However, the provisions on the minimum number of partners and on contributions in kind do not apply. In a change of type, the shares and rights of the partners in the company are preserved. For shares without voting rights, their holders are given shares of equal value or shares carrying voting rights. In return for privileged shares, shares of the same value are given or appropriate compensation is paid. In return for usufruct certificates, rights of the same value are granted or the real value is paid as of the date on which the change of type plan is drawn up.
The procedures relating to the change of type are set out below:
1- Change of type plan (Art. 185)
The board of directors of the company prepares a written change of type plan.
The change of type plan must include:
- The trade name and head office of the company before and after the change of type, and information on the new type,
- The articles of association of the limited company,
- Explanations regarding the shares the partners will hold in the limited company after the change of type and their amounts.
2- Change of type report (Art. 186)
The board of directors of the company prepares a written report on the change of type.
In the report, the following matters are explained from legal and economic perspectives, with their justifications:
- The purpose and consequences of conversion into a limited company,
- The fact that the establishment provisions applicable to the limited company have been fulfilled,
- The articles of association of the limited company,
- The exchange ratio for the shares the partners will hold in the limited company,
- If any, additional payments and other personal performance obligations and personal liabilities of the partners arising from the conversion into a limited company,
- The obligations arising for the partners from the change of type.
(By decision of all partners, small and medium-sized companies may waive the preparation of the change of type report.)
3- The following documents are made available for the partners' review thirty days before the general assembly takes its decision: (Art. 188)
- The change of type plan,
- The change of type report,
- The financial statements of the last three years,
- An interim balance sheet, if more than six months have passed between the balance sheet date and the date on which the change of type report was prepared, or if significant changes have occurred in the company's assets since the date of the last balance sheet.
Copies of the said documents are provided free of charge to partners who request them. The company informs the partners in an appropriate manner of their right of review.
4- Approval of the general assembly and quorums (Art. 189) (Art. 418, 421)
Thirty days after the above procedures are completed and the partners have been granted the right of review, the board of directors of the company submits the change of type plan to the general assembly for approval. The decision on the change of type is taken with the following quorums:
In joint stock companies, the change of type plan is adopted by two-thirds of the votes present at the general assembly, provided that they represent at least two-thirds of the basic or issued capital; and, if additional payment or personal performance obligations will arise, with the approval of all partners.
5- Registration (Art. 189/2)
The board of directors of the company registers the articles of association of the limited company together with the general assembly decision on the change of type. The change of type becomes legally valid upon registration. The decision on the change of type is announced in the Turkish Trade Registry Gazette.
DOCUMENTS TO BE SUBMITTED TO THE TRADE REGISTRY DIRECTORATE (TSY-130)
- Change of Type Plan of the board of directors approved by the general assembly (TTK-185) (1 original)
- Notarized minutes of the general assembly meeting concerning the adoption of the change of type plan (TTK-189) (1 original, 1 photocopy)
(The minutes must state that, in accordance with Article 188 of the TTK, the change of type plan, the change of type report and the financial statements of the last three years (and the interim balance sheet, if any) were made available for the partners' review at the company headquarters thirty days earlier and that the right of review was exercised, that the change of type plan was adopted, and that it was decided to convert the company into a limited company.)
- Change of Type Report prepared by the Board of Directors (TTK-186) (1 original).
However, small and medium-sized companies may omit the change of type report if all partners approve, on the basis of an SME Report prepared by a certified public accountant (YMM) or an independent certified public accountant (SMMM).
- The latest balance sheet approved by the auditor in companies subject to audit, or by the company manager(s) in other companies, together with an interim balance sheet where necessary, and the stamp duty receipt (1 original)
- The newly drawn up articles of association of the limited company (1 original, 1 photocopy).
(Approval of the articles of association by our Trade Registry Directorate is not mandatory, but they may be approved upon request.)
- A YMM or SMMM report (1 original) determining whether the capital of the company changing its type has been paid, whether it remains uncovered, the company's net assets, and, if the company has assets registered in the land, ship, intellectual property or similar registries, the fair values of those assets, together with the consultant's activity certificate; or, if the company changing its type is subject to audit, the auditor's report on these determinations together with the auditor's certificate
(If there are no assets or rights required to be recorded in the said special registries, this must be declared.)
- Declaration containing the list of the assets and rights of the converting company that are registered in the land registry, ship registry, intellectual property registry and similar registries, the registries in which they are registered, and information on the entries relating to such assets and rights in the relevant registries (1 original)
- If the converting company is subject to the permission or favorable opinion of the Ministry or other official institutions, the letter of permission or favorable opinion
- Specimen signature/signature declaration of the person(s) authorized to represent the company
(If there is no signature record held in the databases of public institutions and organizations, or if the record cannot be obtained, the signatures of the persons concerned shall be 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 of the members of the board of directors who are not partners, stating that they accept this duty (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 there is a capital increase, the 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 at the cashier's office of the Chamber to which our Directorate is affiliated or into the Chamber's bank account.)
- List of Attendees (Attendance List) (1 original).
In single-shareholder companies, (Amended wording: 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)
- Letter appointing the Ministry representative (for meetings where the presence of a Ministry representative is mandatory) (1 original).
At general assembly meetings (Added wording: Official Gazette 9/10/2020-31269) all general assembly meetings of single-shareholder companies, except for companies whose incorporation and articles of association amendments are subject to Ministry permission, may be held without requesting a Ministry representative. (Regulation Article 32)
- Notarized power of attorney, if attending 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)
- For general assemblies held upon invitation, the Agenda Resolution (1 photocopy), a photocopy of the trade registry gazette in which the agenda was published, and photocopies of the registered mail with return receipt
- New Registration Request Petition
Notes
-
NOTE-2: In a change of type, in order to ensure that the assets and rights included in the property of the converting company and registered in the land registry, ship registry, intellectual property registry and similar registries are registered promptly in the name of the new type, the directorate notifies the relevant registries immediately, simultaneously with the registration of the new type.
-
NOTE-3: If, owing to the change of type, the company has a branch or branches registered with our directorate where the company headquarters is located or with another Trade Registry Directorate, a signed Branch Information Declaration must be submitted with the documents; if there are no branches, a signed declaration stating that there are none must be submitted.
NOTE:
You must submit an electronic application at https://mersis.ticaret.gov.tr/.
For Information and Support
Phone:
0 (378) 227 10 46
Extension: 125 E-mail: