Conversion of a Commercial Enterprise into a Company

General Information

Article 194/2- If a commercial enterprise is converted into a commercial company (a joint stock company or a limited liability company), Articles 182 to 193 may be applied by analogy.

If a commercial enterprise (including foundations, associations, unions, joint ventures, and economic and commercial enterprises operated by natural persons) is converted into a commercial company, the following documents are submitted to the directorate (TSY – 134/8 and 9):

DOCUMENTS TO BE SUBMITTED TO THE REGISTRY DIRECTORATE

1. A YMM or SMMM report on the determination of the value of the asset items of the commercial enterprise and of its net assets (1 original)
2. A declaration containing the list of the assets and rights permanently allocated to the commercial enterprise 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 (1 original; if there are no assets or rights required to be entered in such special registries, a declaration stating that there are none must be made.)
3. The decision or declaration on the change of type taken by the owner of the commercial enterprise
4. Plan for Change of Type (TTK-185) (1 original)
5. Report on the Change of Type prepared by the owner of the commercial enterprise (TTK-186) (1 original).

   Small and medium-sized firms may waive the preparation of the report on the change of type by means of an SME Report prepared by a certified public accountant.

6. The latest balance sheet, approved by the auditor if the firm changing its type is subject to audit, or by its authorized person/owner in other firms, or an interim balance sheet where necessary, together with the stamp duty receipt (1 original)
7. The articles of association prepared according to the type of the company into which the enterprise is converted.

   (Although notarization or approval of the articles of association by our Trade Registry Directorate is not mandatory, approval is recommended because institutions request it.)

8. Specimen signature/signature declaration of the person(s) authorized to represent the company

   (If no signature record is held in the databases of public institutions and organisations or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarised 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)

9. 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)

10. If a joint stock company is to be established and capital is contributed in cash, a bank letter and receipt showing that one quarter (25 percent) has been paid,
11. A receipt showing that four per ten thousand of the 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.)

12. New Registration Request Petition

Notes

• NOTE-1: In a change of type, so that the assets and rights belonging to the COMMERCIAL ENTERPRISE 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.

• NOTE-2: If a commercial enterprise is converted into a type of commercial company, together with the registration of the facts required for the registration of the new type, the necessary changes are made to the records relating to the commercial enterprise because of the change of type. Registration is made on the registry record of the former type. (TSY-135)

• 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:

info@bartintso.org.tr