General Information

A) PRINCIPLE

Article 180- (1) A company may change its legal form. A company converted into a new type is the continuation of the former.

B) VALID CHANGES OF TYPE

Article 181

a) A capital company may be converted into;

A capital company of another type;
A cooperative;

b) A general partnership may be converted into;

A capital company;
A cooperative;
A limited partnership;

c) A limited partnership may be converted into;

A capital company;
A cooperative;
A general partnership;

d) A cooperative may be converted into a capital company.

C) SPECIAL PROVISION ON CHANGES OF TYPE OF GENERAL AND LIMITED PARTNERSHIPS

Article 182–

(1) A general partnership may be converted into a limited partnership;

By the admission of a limited partner into the general partnership,
Or by a partner becoming a limited partner.

(2) A limited partnership may be converted into a general partnership;

By all limited partners leaving the company,
Or by all limited partners becoming general partners.

(3) The provision of Article 257 concerning the continuation of the activity of a general or limited partnership as a sole proprietorship is reserved.

(4) The provisions of Articles 180 to 190 shall not apply to changes of type made pursuant to this article.

D- COMMERCIAL ENTERPRISES

Article 194/2- If a commercial enterprise is converted into a commercial company, Articles 182 to 193 may be applied by analogy.

The procedures relating to the change of type are set out below:

1- Change of type plan (Art. 185)

A written change of type plan is prepared by the management body of the company.

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,
It must contain the articles of association of the joint stock company,
and statements on the number, type and amount of the shares that the partners will hold in the joint stock company after the change of type.

2- Change of type report (Art. 186)

The management body 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:

On the purpose and consequences of the conversion into a joint stock company,
On the fact that the incorporation provisions applicable to joint stock companies have been fulfilled,
On the articles of association of the joint stock company,
On the exchange ratio for the shares the partners will hold in the joint stock company,
On any additional payments and other personal performance obligations and personal liabilities of the partners arising from the conversion into a joint stock company, if any,
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 so request. The company informs the partners that they have the right to examine them in an appropriate manner.

4-Approval of the general assembly and quorums (Art. 189)

(1) The management body shall submit the conversion plan and the articles of association of the new type of company to the general assembly. The decision to change the company type shall be taken with the following quorums:

Without prejudice to the provision of subparagraph (b) of the fifth paragraph of Article 421 of the Law, in joint-stock companies and partnerships limited by shares whose capital is divided into shares, with two-thirds of the votes present at the general assembly, provided that they represent two-thirds of the basic or issued capital; in the case of conversion into a limited liability company, with the approval of all shareholders if additional payment or personal performance obligations will arise;
In the case of the conversion of a capital company into a cooperative, with the approval of all shareholders;
In limited liability companies, by the decision of three-quarters of the partners, provided that they hold at least three-quarters of the capital;
In cooperatives;
1. With the majority of the votes present at the general assembly, provided that at least two-thirds of the members are represented,
2. If additional payments, other personal performance obligations or personal liability are imposed, or if such obligations or liabilities are extended, by the affirmative vote of two-thirds of the members registered in the cooperative,
In general partnerships and limited partnerships, the plan for change of type is approved by the unanimous vote of all partners. However, the articles of association may provide that this decision may be taken by the affirmative vote of two-thirds of all partners.

5- Registration (Art. 189/2)

The management body of the company has the change of type and the articles of association of the new company registered. The change of type acquires legal validity upon registration. The decision on the change of type is announced in the Turkish Trade Registry Gazette.

APPLICATION AND DOCUMENTS (TSY-130)

1) In the case of a change of type, the following documents are submitted to the directorate together with the registration application:

The plan for change of type
A notarized copy of the general assembly resolution approving the plan for change of type
The report on the change of type prepared by the management body of the company
The latest balance sheet, approved by the auditor in companies subject to audit and by the board of directors in other companies, an interim balance sheet where necessary, and the stamp duty receipt
The documents required for the establishment of the new type
A report by a certified public accountant (YMM) or independent certified public accountant (SMMM), together with the consultant's certificate of activity, or, if the company changing its type is subject to audit, the auditor's report on these findings together with the auditor's certificate, establishing whether the capital of the company changing its type has been paid, whether it has been lost, the company's net assets, and, if the company holds assets registered in the land, ship and intellectual property registries and similar registries, the fair values of those assets
A declaration containing the list of the assets and rights of the company changing its type that are registered in the land, ship and intellectual property registries and similar registries, the registries in which they are registered, and information on the entries of those assets and rights in the relevant registries
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

2) In small and medium-sized companies, if all partners waive the preparation of the report on the change of type, the document relating to this waiver

Registration (TSY-131)

1) The following facts relating to the change of type are registered:

The trade names of the companies changing type before and after the change, and their business names, if any,
The general assembly resolution on the change of type and its date,
The new articles of association after the change of type and their date,
The facts relating to the new type that must be registered.

2) Registration is made on the registry record of the former type

3) In a change of type, so that the assets and rights belonging to the company changing its type that are registered in the land, ship and intellectual property registries and similar registries are registered in the name of the new type without delay, the directorate immediately notifies the relevant registries simultaneously with the registration of the new type.

For Information and Support

Phone:

0 (378) 227 10 46

Extension: 125 E-mail:

info@bartintso.org.tr