Conversion of a Company into a Commercial Enterprise

General Information

Article 194/3- In order for a commercial company to be converted into a commercial enterprise, all of the shares of the commercial company concerned must be taken over by the person or persons who will operate the commercial enterprise, and the commercial enterprise must be registered and announced in the trade registry in the name of that person or those persons. In this case, if the commercial company converted into a commercial enterprise is a general partnership or a limited partnership, the person or persons who will operate the commercial enterprise and the former partners of the commercial company shall also be jointly and severally liable, according to their capacities, for the debts of the said commercial company during the limitation period set out in Article 264. Articles 264 to 266 of this Law shall also apply to the conversion.

Trade Registry Regulation, Article 134

1) Every commercial company may be converted into a commercial enterprise, regardless of the liability system to which it is subject.

2) The commercial enterprise resulting from the conversion is the continuation of the converted commercial company.

3) The provisions of Article 190 and Article 194, paragraph three of the Turkish Commercial Code shall apply to the personal liabilities of the partners of the converted company and to debts arising from employment contracts.

4) Joint stock companies falling within the scope of Article 376 of the Turkish Commercial Code (joint stock companies that have lost capital or are insolvent), limited liability companies falling within the scope of Article 633 (limited liability companies that have lost capital or are insolvent), and commercial companies in liquidation cannot be converted into a commercial enterprise.

5) Articles 180 and 182 to 190 of the Law shall apply by analogy to the conversion of a commercial company into a commercial enterprise.

6) The following documents are submitted to the Directorate together with the registration application:

DOCUMENTS TO BE SUBMITTED TO THE REGISTRY DIRECTORATE

1. Conversion Plan approved by the General Assembly (TTK-185) (1 original)
2. The latest balance sheet, or an interim balance sheet where necessary, approved by the auditor if the converting company is subject to audit, or by the board of directors in other companies, together with the stamp duty receipt (1 original)
3. Conversion Report prepared by the company's management body (TTK-186) (1 original).

   However, they may forgo preparing the conversion report by means of an SME Report prepared by a certified public accountant (SMMM) or sworn-in certified public accountant (YMM) and by the decision of all partners.

4. Notarized copy of the general assembly resolution on the conversion (1 original, 2 photocopies) – (Limited Company)
5. List of Attendees (1 original)
6. 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
7. Documents required for the registration of the new type (commercial enterprise)
8. New Registration Request Petition

   – Specimen signature/signature declaration of the business owner (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 notarized or by making a written declaration at any Trade Registry Directorate.) (1 original)

9. Report by a sworn-in certified public accountant (YMM) or certified public accountant (SMMM) on the full payment of the capital of the converting company, whether it has been left uncovered, and the determination of the company's equity, together with the consultant's certificate of activity; if the converting company is subject to audit, the auditor's report on these determinations together with the auditor's certificate
10. A declaration containing the list of assets and rights of the converting company registered in the land registry, ship registry, intellectual property registry and similar registries, the registries in which they are recorded, and information on the entries of said assets and rights in the relevant registries (1 original)

Notes

• NOTE-1: The shares of the commercial company must be transferred to the person or persons who will operate the commercial enterprise.

• 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: When a commercial company is converted into a commercial enterprise, the termination of the legal personality of the converting commercial company is registered together with the matters relating to the commercial enterprise. The registration is made on the registry record of the former type. (TSY-135/3)

• NOTE-4: If, as a result of 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.

INFORMATION:

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