General Information
Pursuant to Article 181 of the Turkish Commercial Code No. 6102, a cooperative may be converted into a capital company (a joint-stock company, a limited liability company or a partnership limited by shares). In such changes of type, the incorporation provisions of the capital company to be newly established shall apply. However, the provisions on the minimum number of partners and on contributions in kind shall not apply. In a change of type, the shares and rights of the partners in the company are protected. 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 founder's shares (usufruct certificates), rights of the same value are given or their 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)
A written change-of-type plan shall be prepared by the board of directors of the cooperative.
The change of type plan must include:
- The trade name and head office of the cooperative before and after the change of type, and information on the new type,
- The agreement of the capital company (a joint-stock company, a limited liability company or a partnership limited by shares),
- It must contain statements on the shares and amounts that the partners will hold in the capital company after the change of type.
2- Change of type report (Art. 186)
The board of directors of the cooperative shall prepare 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 the conversion into a capital company (a joint-stock company, a limited liability company or a partnership limited by shares),
- That the incorporation provisions applicable to the capital company have been fulfilled,
- The articles of association of the capital company,
- The exchange ratio concerning the shares that the shareholders will hold in the capital company,
- Where applicable, any additional payments and other personal performance obligations and personal liabilities of the shareholders arising from the conversion into a capital 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 shareholders who request them. The cooperative informs its members that they have the right to examine them in an appropriate manner.
4-Approval of the general assembly and quorums (Art. 189)
The board of directors of the cooperative submits the conversion plan to the general assembly for approval thirty days after the above procedures have been completed and the shareholders have been granted the right of inspection. The conversion resolution is adopted with the following quorums:
- With the majority of the votes present at the general assembly, provided that at least two-thirds of the members are represented,
- If additional payments, other personal performance obligations or personal liabilities are imposed, or if such obligations or liabilities are extended, the resolution is adopted by the affirmative vote of two thirds of the members registered in the cooperative.
5- Registration (Art. 189/2)
The management body has the conversion and the articles of association of the new company registered. The conversion acquires legal validity upon registration. The conversion resolution 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 on the adoption of the conversion plan (TTK-189) (1 original)
(The minutes must state that, in accordance with Article 188 of the Turkish Commercial Code (TTK), the conversion plan, the conversion report and the financial statements of the last three years (and the interim balance sheet, if any) were made available for the shareholders' inspection at the company headquarters thirty days in advance and that the right of inspection was exercised; that the conversion plan was adopted; that the articles of association signed by the board of directors were discussed and adopted; and that it was resolved to convert the cooperative into a capital company type.)
- Conversion 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 for companies subject to audit, or by the management body for other companies, and, where necessary, an interim balance sheet and stamp duty receipt (1 original)
- Newly drawn up articles of association of the company (1 original – 1 photocopy)
(Approval of the articles of association by a notary or by our Trade Registry Directorate is not mandatory, but may be provided upon request.)
- A report by a certified public accountant (YMM) or independent certified public accountant (SMMM), together with the consultant's activity certificate, or, if the converting company is subject to audit, the auditor's report on these findings together with the auditor's certificate, determining whether the capital of the converting cooperative has been paid and is not uncovered, determining the net assets of the cooperative, and, if the company holds assets registered in the land, ship and intellectual property registries and similar registries, determining the fair values of such assets
(If there are no assets or rights required to be recorded in the said special registries, this must be declared.) (1 original, plus 1 original for each institution if there are assets and rights registered in special registries)
- A declaration containing the list of assets and rights of the converting cooperative registered in the land, ship and intellectual property registries and similar registries, the registries in which they are recorded, and information on the records of those assets and rights in the relevant registries (1 original, plus 1 original for each institution if there are assets and rights registered in special registries)
- If subject to the permission or favorable opinion of the Ministry or other official institutions, the letter of such permission or favorable opinion
- Specimen signature/signature declaration of the person(s) authorized to represent the company
(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. In conversions into a limited company, the signature declaration is issued only by the 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 board of managers/members of the board of directors who are not shareholders, 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)
- Receipt showing that 0.04% of the capital has been paid into the account of the Competition Authority.
- If a joint stock company is being established and there is a cash capital commitment, a bank letter and receipts showing that one quarter of it has been blocked
- List of Attendees (1 original)
- Letter appointing the Ministry representative (1 original)
- Board of Directors Agenda Resolution (1 photocopy)
- New Registration Request Petition
Notes
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NOTE: In a conversion, in order to ensure that the assets and rights belonging to the converting cooperative that are registered in the land, ship and intellectual property registries and similar registries are promptly registered in the name of the new type, the directorate immediately notifies the relevant registries simultaneously with the registration of the new type.
NOTE:
You must submit an electronic application at https://mersis.ticaret.gov.tr/.
(1 original – 1 photocopy)
- Resolutions adopted in electronic environments do not need to be separately certified by a notary.
- 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).
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