Type changes

“ Our Trade Registry Directorate is included in the MERSIS system and all organization registrations and registered members are required to make all registration applications via MERSİS system. You can use the address http://mersis.gumrukticaret.gov.tr/ for MERSIS applications.”

Attention!

Unlimited companies may be converted into an Anonymous or Limited Company by changing the type according to Article 134, paragraphs 8 and 9 of the Trade Registry Regulation and Article 182 and Article 193 of the Turkish Commercial Code.

1– Petition to Kocaeli Commercial Registry Directorate

2- Petition to the Presidency of Kocaeli Chamber of Commerce

3- Commitment letter  (filled with computer and signed by the authorities)

4- Signature statement under the title of company of company representatives  (approved by the registry office)

5- In the case of a company official appointed from outside the partners declaration of acceptance of duty

6- Articles of association (approved by the registry office)

7- Type Change plan  (Notes on the issues to be considered)

8- Type change report (Notes on the issues to be considered)

There is no need to prepare a type change report in enterprises which are suitable for SME definition. However, IAFA or CPA report is required for the company to comply with the definition of SME.

9- IAFA or CPA report on determination of the equity and type change (the original of the activity document, which is the current and validity period of the IAFA or the CPA that prepares the report)

10- Declaration signed by the authorized person and property subject to registration. (attached copy of the license, copy of title deed, copy of trademark patent etc.)

If there is no property or entity subject to registration, the declaration signed by the authorized person.

11-  In the case of an incorporation, the cash payment of the share price has been paid to the company  bank letter (limited liability companies have to be blocked and continues in joint stock companies)

12- The receipt regarding four per thousand of the increased portion was deposited to the relevant accounts of competition institution (it is paid from the cashier of our chamber). 

“Our Trade Registry Directorate is included in the MERSIS system and all organization registrations and registered members are required to make all registration applications via MERSİS system. You can use the address http://mersis.gumrukticaret.gov.tr/ for MERSIS applications."

Attention! *In case of registration by the proxy, a signature copy of the signature of the person who signed the power of attorney and an authorized copy of the power of attorney must be added to the petition. A special power of attorney must be prepared for the meeting to be signed by the Board of Directors of the limited shareholders. (In the power of attorney, the subject, location, date of meeting and whether the vote is accepted or rejected should be mentioned).

* In limited companies, the capital must be divided into shares, the shares must be 25 TL and multiples.

* At least one partner must be appointed as a manager.

* If there is more than one manager in the company, one of them should be appointed as the chairman of the board of directors.

* If the legal entity is selected as the manager, the legal person chooses a real person to represent him/her.

1– Petition to Kocaeli Commercial Registry Directorate

2-  Petition to the Presidency of Kocaeli Chamber of Commerce

3- Commitment Letter  (filled with a computer and signed by the authorities)

4- Signature statement under the title of company of company representatives (approved by the registry office)

5- In case of being a company official or a board member appointed from outside the partners;declaration of acceptance of duty.

6- Articles of association (approved by the registry office)

7- Type change plan  (Notes on the issues to be considered)

8-Type change report  (Notes on the issues to be considered)

In the report;

a) The aim and results of the transformation into an incorporation,

b) The provisions of the establishment concerning the incorporation have been fulfilled,

c) Articles of association of the incorporation,

d) The rate of change in the shareholding of the incorporation of the partners,

e) If there is any, additional payment and other personal performance obligations and personal responsibilities arising from the transformation into an incorporation,

f) For the shareholders, the issues related to the type change are explained legally and economically by showing their reasons.

The following matters shall be submitted to the examination of the partners thirty days before the decision at the General Assembly: 

(art. 188)

a) Type change plan,

b) Type change report,

c) Financial statements of the last three years,

d) If more than six months have elapsed between the balance sheet day and the date on which the change of type report is issued, or if significant changes have occurred in the assets of the company from the date on which the balance sheet was issued;

There is no need to prepare the type change report in the enterprises that are suitable for the definition of SME, but IAFA or CPA report is required to be in compliance with the definition of SME.

9- IAFA or CPA report on determination of the equity and type change. (the original of the activity document, which is the current and validity period of the IAFA or the CPA that prepares the report)

10- The declaration signed by the authority if there are any goods and assets subject to registration (copy of license, copy of title, copy of trademark, etc.)

If the goods and assets subject to registration are not registered, the declaration signed by the authorized person.

12- If there is an increase in the capital, the decree that four of the increased portion is invested in the accounts of the competition institution (from the chamber of commerce)

13- This permission or appropriate opinion letter for the companies which are subject to the permission or appropriate opinion of the Ministry of Customs and Trade or other official institutions. * 1 original

14- In case the legal person is the owner of the company;

* If the legal person is registered in our directorate of the file shows the latest officials from the file of the Trade Registry Gazette of the certified copy of the petition requested. 1 original

* If the legal person is registered with the exception of the fields of activity of the directorate, it shall be approved by the relevant registry office. (1 original)

* Legal person to be established in the company to be a shareholder and share the interests of the provincial interest decision (1 unit is notarized) (1 notary certified)

15- The decision of the competent body for the determination of the natural person appointed by the legal entity to represent the company in the company to be established in the case of the election of the legal person to the Board of Directors;

* the decision must be notarized

*1 original

* The decision must include the nationality of the person whose name is the surname, the T.R identification number and the place of residence.

16- Tax numbers for foreign nationals or foreigners' identification numbers and copy and translation of their passports.

* The translation must have been made by a sworn translator. 

* 1 original,1 copy

17- If the foreign national legal person is a partner, legal person is

*The original and annexes of the operating documents to be obtained from the companies they are registered in (registered with apostille), Turkish translations (translation must be done by a sworn translator) For the natural persons of foreign nationality, the tax numbers or the identification numbers of the foreigners and the copy and translation of the passport in the annex.

* Decides the real person to represent his shares in the company they are a partner in (decision of apostille), Turkish translations (translation must be made by sworn translator)

* Tax numbers or identification numbers of foreign real persons representing company shares and passport copy and translation in its annex. They are foreign citizens residing in Turkey should be added to the residence permit. Turkish translations (translation must be made by a sworn translator)

18- Acceptance statement of the independent auditor if an independent auditor is elected in the articles of association.

19- The documents of the general assembly, (see the documents required for the registration of the general assembly)

“ Our Trade Registry Directorate is included in the MERSIS system and all organization registrations and registered members are required to make all registration applications via MERSİS system. You can use the address http://mersis.gumrukticaret.gov.tr/ for MERSIS applications.”

1– The application for registration is submitted to the Trade Registry Directorate

2- The petition addressed to the Presidency of Kocaeli Chamber of Commerce

3- Commitment Letter (filled with a computer and signed by the authorities)

4- Signature statement under the title of company of company representatives (approved by the registry office)

5- In case of being a company official or a board member appointed from outside the partners; declaration of acceptance of duty.

6- Articles of association (approved by the registry office)

7- Type change plan (Notes on the issues to be considered)

8- Type change report  (Notes on the issues to be considered)

 In the report;

 a) The aim and results of the transformation into an incorporation,

b) The provisions of the establishment concerning the incorporation have been fulfilled,

c) Articles of association of the incorporation,

d) The rate of change in the shareholding of the incorporation of the partners,

e) If there is any, additional payment and other personal performance obligations and personal responsibilities arising from the transformation into an incorporation,

f) For the shareholders, the issues related to the type change are explained legally and economically by showing their reasons.

 The following matters shall be submitted to the examination of the partners thirty days before the decision at the General Assembly: 

 (art. 188)

 a) Type change plan,

b) Type change report,

c) Financial statements of the last three years,

d) If more than six months have elapsed between the balance sheet day and the date on which the change of type report is issued, or from the date on which the balance sheet was issued, significant changes in the assets of the company interim balance,

 There is no need to prepare the type change report in the enterprises that are suitable for the definition of SME, but IAFA or CPA report is required that the company is in accordance with the definition of SME.

9- IAFA or CPA report on determination of the equity and type change. (the original of the activity document, which is the current and validity period of the CPA or the CPA that prepares the report)

10- The declaration signed by the authority if there are any goods and assets subject to registration (copy of license, copy of title, copy of trademark, etc.)

If the goods and assets subject to registration are not registered, the declaration signed by the authorized person. 

11- The company, which indicates that the share price has been paid in cash (limited liability obligation has been abolished and continued in joint stock companies)  bank letter.

12- The receipt regarding four per thousand of the increased portion was deposited to the relevant accounts of competition institution (it is paid from the cashier of our chamber

13- This permission or appropriate opinion letter for the companies which are subject to the permission or appropriate opinion of the Ministry of Customs and Trade or other official institutions. * 1 original

14- In case the legal person is the owner of the company;

* If the legal person is registered in our directorate of the file shows the latest officials from the file of the Trade Registry Gazette of the certified copy of the petition requested. (1 original)

* A certified copy of the Trade Registry Gazette or of the circular of signatures, which indicates the last authorized persons authorized by the relevant registry in case the authority is registered outside the scope of our administration. (1 original)

* To be a shareholder of the company to be established and to decide who will represent the shares of the provincial interest decision. (1 notarized original)

15- The decision of the competent body for the determination of the natural person appointed by the legal entity to represent the company in the company to be established in the case of the election of the legal person to the Board of Directors;

* The decision must be notarized

*1 original

* The decision must include the nationality of the person whose name is the surname, the T.R identification number and the place of residence.

16- For the natural persons of foreign nationality, the tax numbers or the identification numbers of the foreigners and the copy and translation of the passport in the annex.

* translation, must have been made by a sworn translator

*1 original,1 copy

17- If the foreign national legal person is a partner, legal person is

* The original and annexes of the operating documents to be obtained from the companies they are registered in (registered with apostille), Turkish translations (translation must be done by a sworn translator) 

* Decides the real person to represent his shares in the company they are a partner in (decision of apostille), Turkish translations (translation must be made by sworn translator)

* Tax numbers or identification numbers of foreign real persons representing company shares and passport copy and translation in its annex. Foreign nationals residing in Turkey should add their certificate of residence. Turkish translations (translation must be made by a sworn translator)

18- Acceptance statement of the independent auditor if an independent auditor is elected in the articles of association.

19- Decision for submission of type change documents

20– Decision on the acceptance of the species change

“ Our Trade Registry Directorate is included in the MERSIS system and all organization registrations and registered members are required to make all registration applications via MERSİS system. You can use the address http://mersis.gumrukticaret.gov.tr/ for MERSIS applications. ”

1– Petition to Kocaeli Commercial Registry Directorate

2- Petition to the Presidency of Kocaeli Chamber of Commerce

3- The commitment received from the Mersis system (1 original to be signed by the owner)

4- The business owner; Signature statement under the title of business (approved by the registry office)

5- Type change plan (dikkat edilecek hususlar ile ilgili notlar)

6- Type change report  (dikkat edilecek hususlar ile ilgili notlar)

In the report; 

a) The aim and results of the transformation into an incorporation,

b) The provisions of the establishment concerning the incorporation have been fulfilled,

c) Articles of association of the incorporation,

d) The rate of change in the shareholding of the incorporation of the partners,

e) If there is any, additional payment and other personal performance obligations and personal responsibilities arising from the transformation into an incorporation,

f) For the shareholders, the issues related to the type change are explained legally and economically by showing their reasons.

 The following matters shall be submitted to the examination of the partners thirty days before the decision at the General Assembly: 

 (art. 188)

a) Type change plan,

b) Type change report,

c) Financial statements of the last three years,

d) If more than six months have elapsed between the balance sheet day and the date on which the change of type report is issued, or from the date on which the balance sheet was issued, significant changes in the assets of the company interim balance,

 There is no need to prepare the type change report in the enterprises that are suitable for the definition of SME, but IAFA or CPA report is required that the company is in accordance with the definition of SME.

7- Decision for submission of type change documents.

8–Decision on the acceptance of the species change.

9- IAFA or CPA report on determination of the equity and type change. (the original of the activity document, which is the current and validity period of the IAFA or CPA that prepares the report)

10- The declaration signed by the authority if there are any goods and assets subject to registration (copy of license, copy of title, copy of trademark, etc.)

If the goods and assets subject to registration are not registered, the declaration signed by the authorized person.