General Information
Pursuant to subparagraph (a) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a capital company (Joint Stock Company or Limited Company) may be converted into a cooperative. In such conversions, the provisions on the establishment of a newly founded cooperative apply. The provisions on contributions in kind do not apply.
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,
- The cooperative articles of association,
- It must include explanations regarding the shares the partners will hold in the cooperative after the conversion and their amounts.
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:
- The purpose and consequences of conversion into a cooperative,
- The fact that the establishment provisions relating to the cooperative have been fulfilled,
- The cooperative articles of association,
- The exchange ratio for the shares the cooperative members will hold,
- Where applicable, additional payments and other personal performance obligations and personal liabilities of the partners arising from the conversion into a cooperative,
- 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 have been completed and the partners have been granted the right of examination, the management body of the company submits the conversion plan to the general assembly for approval. The conversion decision 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.
- In limited companies, the conversion plan is adopted by the decision of three-fourths of the partners, provided that they hold at least three-fourths of the capital.
5- Registration (Art. 189/2)
The management body of the company shall register the cooperative articles of association together with the general assembly resolution on the conversion. The conversion acquires legal validity upon registration. The conversion decision 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, pursuant to Article 188 of the TTK, the conversion plan, the conversion report and the financial statements of the last three years (together with an interim balance sheet, if any) were made available for examination by the partners at the company headquarters thirty days earlier and that the right of examination was exercised, that the conversion plan was approved, that the articles of association signed by the board of directors/board of managers were discussed and accepted, and that it was decided to convert the Company into a Cooperative.)
- Conversion Report prepared by the Management Body (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's management body in other companies, together with an interim balance sheet where necessary and the stamp duty receipt (1 original)
- Newly drawn up Cooperative Articles of Association (1 original, 1 photocopy)
(Approval of the articles of association by a notary or by our Trade Registry Directorate is not mandatory, but it can 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 cooperative;
If no signature record is held 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.
The specimen signatures of persons newly added as authorized persons with the new identity card can be obtained electronically from NVİ (General Directorate of Population and Citizenship Affairs) and recorded in the MERSİS database. A physical signature declaration will not be requested for authorized persons in this situation.
- If there are board members who are not shareholders and have not been granted power of representation, their written statements declaring that they accept this duty.
- Sample List of Attendees for a limited company (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)
- 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)
- Letter appointing the Ministry representative (1 original, if the converting company is a joint stock company)
- Management body Agenda Resolution (1 photocopy)
- New Registration Request Petition
Notes
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NOTE-1: In a change of type, in order for the assets and rights of the converting company that are registered in the land, ship and intellectual property registries and similar registries to be registered in the name of the new type without delay, the directorate shall notify the relevant registries immediately, simultaneously with the registration of the new type.
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NOTE-2: If, due to the change of type, the company has a branch or branches registered at our directorate where its head office is located or at 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/.
(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).
For Information and Support
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