Limited Company
For the registration of the Website
- Petition to the registry office
- The resolution that the website is written (notarized originals)
- Mersis application request number
Warnings about the title to be established for the company;
* Limited companies are required to demonstrate their activity in their titles. In the commercial titles of companies; ‘limited company’’ words must be found.
* In the event that a real person has a first or last name in the commercial title, it is not possible to write the phrases that indicate the type of company by nicknames or abbreviations.
* In determining the title, punctuation marks should not be used.
* Sectors of titles should be in Turkish.
Company title cannot be the same with another company's registered title all across Turkey. In order for the titles to be differentiated, the first sector following the core section of the title should be determined differently.
For example; DENİZ İNŞAAT GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ core name is DENİZ 1st sector is İNŞAAT. In order to be able to use this title, 1st sector or name should not be İNŞAAT or YAPI of companies in Turkey with DENİZ core names.
The title you intend to use can be found in the “Inquiry” section (http://www.ticaretsicilgazetesi.gov.tr/sorgu_acik.php) on the website of our Commercial Registry Gazette or through the databases of the Ministry of Customs and Trade regarding commercial names (http://bim.sanayi.gov.tr/temp/bilgilendirme.aspx).
Issues to be Considered
- In the case of registration procedure by proxy, a notarized copy of the signature statement and the power of attorney must be attached 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 meeting subject, location, date and whether the vote is accepted or rejected should be stated.)
- In limited companies, the capital must be divided into shares and the shares must be 25 TL and multiples.
- At least one partner must be appointed as a manager.
- If minors are partners with parents or with one of them, a court decision to appoint a trustee is required.
- 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 entity shall select a person to represent him.
- If municipalities and other local administrations and the associations established by them are the founders of the company to be established, a certified copy of the decision of the Council of Ministers, which allows the participation of these organizations, should be submitted with the establishment documents.
- For authorized customs consultancy companies, a certified copy of the notarized authorization certificates obtained from the Undersecretariat of Customs at the authorized should be given with the establishment documents.
- For customs consultancy companies, an approved copy of the notarized customs consultancy permission certificate of authorized managers in the customs operations assigned to the partners and from outside, should be submitted together with the documents.
-
Should be written in the computer or typed and signed by the authorized persons- 1 original
-1 original
- Photographs of all partners and authorized persons must be attached to the declaration
- Should be written in the computer or typed and signed by the authorized persons
- 1 original
4. Articles of Association
- Notarized or approved by our Commercial Registry directorate (the application must be submitted within 30 days from the date of approval.)
- The main activity of the company should be written in the first article about subject of articles of association should be written, regardless of the order in the title.
- Prior to the approval of the articles of association by a notary or Commercial Registry directorate, they must be pre-checked from MERSIS and the checked number should be presented at the time of registration.
5. This permission or appropriate opinion letter for the companies which are subject to the permission or appropriate opinion of the official institutions. (1 original)
- Approved by the Commercial Registry Directorate
- 1 original, 2 copies
- The nationalities of persons, if Turkish citizens, Turkish ID numbers and if foreign citizen, tax numbers, foreigner identification numbers and passport copies and translations. If foreign person residing in Turkey, residence permit.
- Place of residences foreign partners should be written on the document.
- If the legal entity is registered in our directorate, the petition demanding the certified copy of Commercial Registry Gazette showing the latest representatives
- In case the legal entity is registered under the fields of activity other than those of our directorate, it shall indicate the authorized officials approved by the relevant registry office. 1 original
- 1 original
- The decision on whether the person shall be a shareholder of the company to be established and who will represent the shares
- 1 original notarized
-The decision must be notarized
- 1 original
- Nationality, name and surname, Turkish identity number, place of residence of the person determined in the decision.
- The translation should be made by a sworn translator.
- 1 original, 1 copy
- Decision showing the real person to represent his shares in the company they have partnership (approved with apostille), Turkish translations translation must be made by a sworn translator
- Tax numbers or identification numbers of real persons representing company shares and passport copy of foreign persons and translations attached. If foreign citizens residing in Turkey residence permit should be attached. Turkish translations (translated by a sworn translator)
- 1 original, 1 copy
- Written on computer or typed and signed by authorized persons
- Report on the determination of the value of the capital in kind (prepared by the expert appointed by the court) (1 original)
- The decision of the court to appoint an expert to undertake the capital in kind appraisal (1 original)
- Document indicating that the immovable property, which is put in kind, has been annotated to the registers where the intellectual property rights are registered (1 original)
- Letter taken from the registry that there is no limitation on the capital in kind to be included (1 original) if it is a real estate, a record of ownership taken from the land registry if it a vehicle from the traffic directorate showing that there is no arrestment
- Contracts with the company and the founders and other persons related to the establishment, including those related to the takeover of the enterprises (1 original)
- Should be written on computer or typed and signed by authorities
- 1 original
2. Petition addressing to the Presidency of the Chamber of Commerce.
- Should be written on computer or typed and signed by authorities
- 1 original
3. Document to be issued pursuant to Article 111 of the Trade Registry Regulation to be obtained from the former Commercial Registry Directorate
- 1 original 1 copy
- The document is valid for one month from the date of issue.
4- CHAMBER REGISTRATION STATEMENT
- 1 original
- Photographs of all partners and officials must be affixed to the declaration.
- Should be written on computer or typed and signed by authorities
5. Written commitment
- 1 original 1 copy
- Should be written on computer or typed and signed by authorities
6. The resolution of the board of shareholders on the transfer of the centre
-1 original 1 copy
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- Notarized
- 2 original 2 copies
- In limited companies, the capital must be divided into shares and the shares must be 25 TL and multiples.
- At least one partner must be appointed as a manager.
- If minors are partners with parents or with one of them, a court decision to appoint a trustee is required.
- 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 elected as the manager, the legal entity shall elect a person to represent him.
- If municipalities and other local administrations and the associations established by them are the founders of the company to be established, a certified copy of the decision of the Council of Ministers, which allows the participation of these organizations, should be submitted with the establishment documents.
- For authorized customs consultancy companies, a certified copy of the notarized authorization certificates obtained from the Undersecretariat of Customs at the authorized should be given with the establishment documents.
- For customs consultancy companies, an approved copy of the notarized customs consultancy permission certificate of authorized managers in the customs operations assigned to the partners and from outside, should be submitted together with the documents.
- With the documents specified under the heading “Share transfer“, registration and announcement applications can be made without the need for a separate transaction for single share.
1.Petition addressing Kocaeli Commercial Registry Directorate .single partner company petition
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- 2 originals, 1 copy, 1 is signed
- Notarized (wet signed original copy)
- 1 original, 1 copy
- Notarized
- 2 originals, 2 copies
- The translation must have been made by a sworn translator.
- 1 original, 1 copy
- Original and annexes of the operating documents to be obtained from the countries they are registered (registered with apostille), Turkish translations (translation must be done by a sworn translator)
- Decision the real person who will represent his shares in the company (apostilled). Turkish translations (translated by sworn translator)
- Tax number or a copy of the ID card and a copy of the passport of the real person representing the company. Foreign nationals residing in Turkey should also include their residency permit. Turkish translations (translated by sworn translator)
- In the case of registration by the proxy, a signature declaration of the signature of the person who signed the power of attorney and an approved 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 company shareholders. (In the power of attorney, the subject, location, date of meeting and whether the vote is accepted or rejected should be mentioned)
- At least one partner must be appointed as a manager.
- If minors are parents, parents or a partner with one of them, a court resolution to appoint a trustee is required.
- If there is more than one manager in the company, one of them should be appointed as the chairman of the board of directors.
REQUIRED DOCUMENTS AND REQUIREMENTS FOR REGISTRATION (you can download the file to your computer by clicking on the links)
1. Petition addressing Kocaeli Commercial Registry Directorate
- Should be written on computer or typed and signed by authorities
- 1 original
2. Petition addressing to the Presidency of the Chamber of Commerce
- Should be written on computer or typed and signed by authorities
- 1 original
3. The resolution of the board of shareholders on the transfer of shares.
- Notarized
- 2 originals, 2 copies
- It is compulsory to write T.R identification numbers of all the inheritors.
4. Court resolution or certificate of inheritance
- 1 original, 1 copy
5.If the person who inherited this share waived his right, the notary certified waiver (waiver can only be issued among inheritors).
- 1 original, 1 copy
6.If the authorities are subject to change and representation of the company (cancellation or authorization), related resolution of the board of shareholders. (these issues can also be discussed in the share transfer resolution)
- Notarized
- 2 originals, 2 copies
7.If there is a person who has not been authorized before, and newly authorized, signatures statements under the title of company name. (Signature specimen issued from notary publics and registration requests are not accepted due to the declaration of signatures should be issued before commercial registration directorates in accordance with the law numbered 7099).
- Approved by the Registry Office
- 1 original, 1 copy
8. A signed statement, if any, of the elected directors, except for the partners, regarding their acceptance of the assignment.
-1 original
9. List showing the distribution of shares after the inheritance.
-1 original
* Limited companies are required to demonstrate their activity in their titles. In the commercial titles of companies; ‘limited company’’ words must be found.
* In the event that a real person has a first or last name in the commercial title, it is not possible to write the phrases that indicate the type of company by nicknames or abbreviations.
* In determining the title, punctuation marks should not be used.
* Sectors of titles should be in Turkish.
* Company title cannot be the same with another company's registered title all across Turkey. In order for the titles to be differentiated, the first sector following the core section of the title should be determined differently.
The title you intend to use can be found in the “Inquiry” section (http://www.ticaretsicilgazetesi.gov.tr/sorgu_acik.php) on the website of our Commercial Registry Gazette or through the databases of the Ministry of Customs and Trade regarding commercial names (http://bim.sanayi.gov.tr/temp/bilgilendirme.aspx).
* In the case of registration procedure by proxy, a notarized copy of the signature statement and the power of attorney must be attached 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.)
- Should be written on computer or typed and signed by authorities
- 1 original, 1 copy
- Should be written on computer or typed and signed by authorities
- 1 original
3. The resolution of the board of shareholders on the amendment of the Articles of Association.
- 1 original, 1 copy
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- 1 original, 1 copy
- 1 original
- The protection of the company's equity and protection rate should be included in the report.- If the increase is covered by company's equity, the amount of company's equity should also be included in the report.
- In the case of cash capital increases, the report prepared by IAFA, CPA or court appointed expert and court expert resolution- In the case of capital increase with the transfer of the individual enterprise and capital increase, the court prepared the expert report and the court resolution to appoint an expert.
- With the addition of the capital in kind, the list of necessary documents for the capital increase is prepared by the court appointed expert report and the court resolution to appoint a court expert.
- If the capital increase is met by company's equity, for example:
- In addition to the addition of the value increase fund to the capital, the addition of the non-distributed profit to the capital, the addition of the inflation adjustments to the capital and the addition of the capital increase to the capital, the addition of capital difference to the capital and the report prepared by IAFA, CPA or the court appointed expert and the court's resolution to appoint expert.
- 1 original
- Must be issued in the last 1 month.
- The report on the determination of the value of the capital in kind, 1 original.- The court will make the resolution to appoint an expert for capital in kind appreciation, 1 original
- Document indicating that the immovable property, which is put as capital in kind, annotated to the registers where the intellectual property rights were registered, 1 original
- The letter to be taken from the related registry (1 original) indicating that there is no restriction on the capital in kind, if it is an immovable, a certificate from the land registry office and if it is a vehicle, a certificate to be taken from the traffic directorate that there is no registration of ownership.
- Contracts with the company established and with the founders and other persons, including those relating to the takeover of the month and businesses, and related to the organization. (1 original)
- 1 original
Examples of capital increase resolution and amendment.
- In the case of registration by the proxy, a signature declaration of the signature of the person who signed the power of attorney and an approved 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 company shareholders. (In the power of attorney, the subject, location, date of meeting and whether the vote is accepted or rejected should be mentioned)
- 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 elected as the manager, the legal person elects a natural person to represent him/her.
- In resolutions regarding the term of the managers, there should be no vacancy. For example; As of 01/01/2012, the term of office will be extended to xxxx as of 01/01/2012.
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- Assignment of the board of directors. (joint signature)
- Assignment of a board of directors. (extension of time)
- Assignment of a board of directors. (authorized from outside)
- Assignment of a board of directors. (authorized from partners)
- Notarized
- 2 originals, 2 copies
- The nationalities of the persons, T.R citizen, T.R identification numbers if foreign nationals, tax numbers or identification numbers for foreigners and their passport copy and translation. Foreign citizens residing in Turkey should add their residence permit.
-Residence places must be included in the document
5. Signature specimen of the appointed representatives under the name of the company. (Signature specimen issued from notary publics and registration requests are not accepted due to the declaration of signatures should be issued before commercial registration directorates in accordance with the law numbered 7099).
- approved by the trade registry directorate
- 1 original, 2 copies
6. The resolution of the competent body for the determination of the natural person appointed by the legal entity to represent the company in the company if the legal person is elected to the company management.
- The copy must be notarized
- 1 original
- The nationality of the person determined in the resolution must include the nationality name surname, T.R identification number and residence place.
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- Notarized
- 2 originals, 2 copies
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- Notarized
- 2 originals, 2 copies
- 1 original
- The nationalities of the persons, if T.R citizen, T.R identification numbers if foreign nationals, tax numbers or identification numbers for foreigners and their passport copy and translation. Foreign citizens residing in Turkey should add their residence permit.
- Place of residence should be included in the document.
- approved by the trade registry directorate.
- 1 original, 2 copies
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
1. Petition addressing Kocaeli Commercial Registry Directorate.
- Should be written on computer or typed and signed by authorities
- 1 original
- Should be written on computer or typed and signed by authorities
- 1 original
- 1 original
- Signed by the liquidator with the company stamp
- If there are ordinary general assemblies that are not made before the end of the liquidation meeting with the adoption of the liquidation balance sheet, these periods should also be discussed and released.
- With the adoption of the liquidation balance sheet, the General Assembly for the end of the liquidation cannot be collected unless the 6 months have passed from the third party's invitation to the creditors pursuant to Article 643 and Article 543 of the Turkish Commercial Code.
- If it is decided to keep the commercial books, it is sufficient to include the expression “it will be acted according to TTC Art. 82 for the books which are required to be kept”.