Procedures at the Trade Registry Office
Each transaction at the Trade Registry Office begins with a petition, which should be prepared according to the nature of the transaction. Applications must be made via MERSİS, where a request number should be obtained, followed by scheduling an appointment on İTO.
The petition must be signed individually or jointly by the authorized representatives of the company. The names of the signatories must be explicitly mentioned in the petition. The same applies to the establishment of limited liability companies, where the necessary documents, forms, and information are as follows:Establishing a limited liability company in Turkey, or an LLC, begins with submitting submitting a petition tailored to the type of transaction at the Trade Registry Office.
Required Documents and Steps for Establishing a Limited Liability Company in Turkey
| Document | Requirements / Notes |
|---|---|
| 1. Petition | Must be signed by all company managers. Must include: • Tax office • Company description • Capital • Headquarters • Start date • NACE code for the activity Declares that the information provided is accurate, and the signatories accept responsibility for any discrepancies. |
| 2. Chamber Registration Declaration | • Must be signed by authorized individuals • Includes photographs of the shareholders |
| 3. Establishment Notification Form | Required if: • A shareholder is a foreign national, OR • A Turkish citizen resides abroad Must be signed by the authorized person |
| 4. Foreign Shareholders’ Documents | • Notarized Turkish translations of passports • Tax identification numbers or foreign identity numbers • If residing in Turkey: notarized residence permit |
| 5. Company Agreement | Must be prepared in MERSİS and signed by the shareholders or their proxies. If signed by proxies: original or notarized power of attorney required. |
| 6. Signature Declarations | Obtained electronically via integration with the database of the General Directorate of Population and Citizenship Affairs. |
| 7. Acceptance Statements for Managers Who Are Not Shareholders | Includes: • Residence address • Nationality • Identity number (or tax ID for foreigners) Foreign nationals must also submit notarized Turkish translations of passports and residence permits. |
| 8. Resolution for Legal Entity Managers | If a legal entity is chosen as a manager, the resolution indicating the individual acting on behalf of the legal entity must be submitted with a notarized copy. |
| 9. Competition Authority Fee | 0.04% of the company’s capital must be paid to the Chamber’s cash desk. |
| 10. Cash Commitments | • At least 25% of capital must be deposited before registration • Remaining 75% payable within 24 months |
| 11. Capital in Kind | • Expert valuation report • Court decision • Proof that assets are unencumbered |
| 12. Special Situations | If a minor is a shareholder: • Guardianship decision from the court required • Company agreement must be signed by the appointed guardian |
General Assembly Procedures for Limited Liability Companies in Turkey
Petition
- Must be signed by an authorized person using the company stamp.
- Should include a list of attached documents.
General Assembly Resolution
- Notarized copy of the resolution taken from the general assembly meeting book.
Participant List (if applicable)
- A signed participant list is required unless replaced by a decision from the shareholders’ meeting.
Special Procedures
- If not all shareholders participate, a call must be made via a public announcement in the Trade Registry Gazette and by registered mail to the shareholders’ registered addresses.
- Invitations must include the meeting date, time, location, and agenda and be sent at least 15 days prior to the meeting unless otherwise specified in the company agreement.
Amendment of Articles of Association in Turkey
Petition
- Must be signed by an authorized representative and stamped with the company seal.
- It should include a list of the attached documents.
General Assembly Resolution
- A notarized copy from the general assembly resolution and meeting minutes book
(Article 92/1-a of the Trade Registry Regulation). - The resolution must include the revised text of the article being amended.
Participant List (if applicable)
- If a general assembly resolution has been provided, a participant list must also be submitted.
- If a shareholders’ resolution has been submitted instead of a general assembly resolution, a participant list is not required.
CPA Report (for Extension of Company Duration)
- If the amendment is related to the extension of the company’s duration, a report from a sworn financial advisor (YMM) or certified public accountant (CPA) must be submitted.
- The report must confirm that the company has continued its operations and maintained its equity despite the expiration of its original duration.
Capital Increase Procedures in Turkey
Petition
- Signed by the authorized representative and stamped with the company seal.
General Assembly Resolution
- A notarized resolution confirming the decision to increase capital.
Accountant’s Report
- Certified by a CPA (YMM or SMMM) indicating that the company’s financial standing supports the capital increase and that existing capital commitments have been fully paid.
Payment Evidence
- For cash increases, proof of deposit from the bank is required.
Expert Reports for In-Kind Capital
- Court decisions
- Valuation reports
- Evidence that the in-kind contributions are free of encumbrances
Competition Authority Fee
- 0.04% of the increased capital must be paid.
Capital Reduction Procedures in Turkey
Petition
- Submitted with the company seal and authorized signatures.
Report on Capital Reduction
- Explains the reasons, purpose, and method for the reduction.
General Assembly Resolution
- Includes an amendment to the relevant clause in the company agreement and a notarized copy of the decision.
Notifications to Creditors
- Creditors must be notified through three public announcements at seven-day intervals in the Trade Registry Gazette.
CPA or Auditor’s Report
- Certifies that sufficient assets remain to cover all liabilities after the reduction.
Procedures for Simultaneous Capital Reduction and Increase in Turkey
In addition to the documents listed under the heading “Limited Liability Company Capital Increase Procedure”, the following additional documents are required for simultaneous capital reduction and increase:
Required Documents
Approval Letter
- If required, submit the Ministry or relevant authority’s approval.
Bank Confirmation
- Provide a letter confirming the full payment of the increased capital.
- For excess amounts, the resolution must state that the excess will be paid within 24 months or include a bank payment letter.
General Assembly Resolution
- Submit a notarized copy of the resolution.
Participant List
- Include if a general assembly resolution is submitted.
- Not needed for a shareholders’ resolution.
Amended Articles of Association
- Must include provisions for the simultaneous capital reduction and increase.
CPA Report
- A CPA or auditor must confirm that capital is fully paid and equity is intact.
Capital Reduction Report
- Prepared by the manager(s), detailing the reasons, purpose, and method of reduction, approved by the general assembly.
Company Address Change Procedures in Turkey
- Petition: Includes the new address and the company seal.
- General Assembly Resolution: A notarized resolution confirming the address change.
- MERSİS Verification: Ensure the new address matches the address listed in the MERSİS system before proceeding.
Branch Opening Procedures in Turkey
- Petition: Includes the branch’s title, address, activity details with the NACE code, and responsibility declaration.
- Chamber Registration Declaration: Signed by branch representatives with a photograph.
- General Assembly Resolution: Notarized decision approving the branch’s establishment.
- Acceptance Statement for Branch Representative: Indicates that the representative accepts the role.
Branch Closure Procedures in Turkey
- Petition: Signed and stamped by the authorized representative.
- General Assembly Resolution: Notarized copy indicating the decision to close the branch.
- Participant List (if applicable): Signed participant list unless replaced by a shareholders’ resolution.
Branch Transfer Procedures in Turkey
- Petition: Includes the branch’s details, activity description, and authorization for transfer.
- General Assembly Resolution: Specifies the approval for the branch transfer.
- Updated Documentation: Includes address details and related updates in MERSİS.
Share Transfer Procedures in Turkey
- Petition: Must be signed by an authorized representative and bear the company seal.
- General Assembly Resolution: Notarized general assembly or shareholder resolution specifying the new ownership structure.
- Share Transfer Agreement: Notarized share transfer agreements.
- Share Register: Copies of the relevant pages showing the update in the share register.
- Important Notes:
- Withdrawing shareholders must also sign the resolution.
- If the withdrawing shareholder is a manager, the resolution must specify whether they will continue in their managerial role.
Inheritance Share Transfer Procedures in Turkey
- Petition: Signed and stamped by an authorized representative.
- General Assembly or Shareholders’ Resolution: Notarized resolution specifying the distribution of inherited shares.
- Certificate of Inheritance: Certificate of inheritance issued by the court or notarized declaration of inheritance.
- Updated Share Register: Document showing the transfer of shares to the heirs.
- Appointment of Manager (if applicable): If a new manager is appointed, a statement of acceptance and power of attorney must also be included.
Procedure for Partner or Director Name–Surname Change Registration in Turkey
- Petition:
- It must be signed by an authorized representative with the company seal.
- The petition must include a list of attached documents.
- General Assembly Resolution: A notarized copy from the general assembly meeting minutes.
- Participant List (if applicable):
- If the general assembly resolution is submitted, the participant list must be attached.
- If the shareholders’ decision is submitted, the list of participants is not required.
- Document Showing the Change in the Name and Surname of the Partner/Manager: A certified copy of the population registry or the original or a certified copy of the court decision must be submitted.
Important Note: According to the Turkish Commercial Code, at least one of the company partners must have unlimited management and representation authority.
Director Appointment Procedures in Turkey
- Petition: Includes a list of attached documents and the company stamp.
- General Assembly Resolution: Notarized resolution of the meeting at which the decision to appoint managers was taken.
- Managers’ Declaration of Acceptance:
- For foreign nationals, includes name, address, nationality, and identity or tax number.
- Foreign nationals must also submit a notarized Turkish translation of their passport and residence permit.
- Corporate Officers: If a legal entity is appointed as an officer, a notarized decision specifying the person who will act on behalf of the legal entity must be submitted.
- Authority and Duties: The scope of authority and duties of the appointed officers must be clearly defined in the decisions.
Procedure for Appointment and Registration of Liquidator in Turkey
- Petition:
- It must be signed by an authorized representative with the company seal.
- A list of attached documents must be included.
- General Assembly Resolution: A notarized copy taken from the general assembly meeting minutes.
- List of Participants (if any):
- If the general assembly resolution is submitted, the list of participants must also be included.
- If the shareholders’ resolution is submitted, the list of participants is not required.
- Liquidation Officer’s Acceptance Statement (if appointed externally):
- If the liquidation officer is appointed from outside the management or shareholders, a document showing their acceptance of the position must be submitted.
- Liquidation Officer’s Signature Statement: Notarized signature statement of the liquidation officer.
- After the registration of the liquidation, a call to creditors must be announced in the Trade Registry Gazette.
- The announcement is automatically generated in MERSIS and published electronically.
- The fee for the call to creditors announcement is collected during the liquidation registration process.
Procedure for Returning Company Liquidation in Turkey
1. Petition:
- It must be signed by the authorized representative of the company or the liquidator with the company seal.
- A list of attached documents must be included.
2. General Assembly Resolution:
- A notarized copy from the general assembly meeting minutes.
3. List of Participants (if applicable):
- If the general assembly resolution is submitted, the list of participants must be submitted.
- If the shareholders’ resolution is submitted, the list of participants is not required.
4. Liquidator’s Report:
- Prepared by the liquidators and confirms that the company’s assets have not yet been distributed to the shareholders.
Closure of Liquidation Process in Turkey
- Petition: Must be signed by the liquidator and include a list of attached documents.
- General Assembly Resolution:
- Notarized copy from the general assembly meeting minutes.
- The meeting is convened by the administrators.
- The final general assembly approving the liquidation balance sheet may only be held three months after notification to third-party creditors.
- If a decision has been made regarding the retention of commercial books, it is sufficient to add the following statement: “The necessary books will be treated in accordance with Article 82.”
- List of Participants (if any): If a shareholders’ meeting resolution is submitted, a list of participants is not required.
- Final Liquidation Balance Sheet:
- It is prepared as of the date of the general meeting, signed by the liquidator, and stamped with the company seal.
- If the general meeting cannot approve the balance sheet, the liquidator may apply to the court for approval.
Important Note: If the company has registered branches, an application must be made for the deletion of their registrations before or at the same time as the parent company’s closure application.
General Reminders
- Representatives’ details must be consistent across all documents.
- Mandatory documentation must be notarized and complete.
- Creditors must be properly notified in capital reduction or closure cases.
- MERSİS consistency is critical.
- Special guardianship rules apply for minors.
- Company name and NACE codes must comply with regulations.
Company Formation in Turkey with Professional Support
Company formation processes in Turkey can be completed securely by ensuring that all documents are prepared in accordance with the relevant legislation and that procedures are followed correctly. Professional consulting support not only ensures that the process proceeds smoothly during the formation stage, but also helps prevent legal and financial risks that may arise in the future.
For comprehensive information and professional consulting on company formation in Turkey and all subsequent commercial transactions, you can contact ÖzbekCPA.
