Articles of Association Amendment Process

The articles of association are the fundamental legal document regulating the incorporation, structure, activities, and management of a company. Any amendment to the articles of association must be carried out in accordance with the official procedures stipulated in the Turkish Commercial Code (TCC) and must be registered with the relevant authorities.

Limited Liability Companies (Ltd. Şti.)

For an amendment to the articles of association in a limited liability company:

• Resolution of the Shareholders’ Assembly – The amendment must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Preparation of the Amendment Text – A notarized copy of the resolution and the amended provisions of the articles of association must be prepared.
• Application to the Trade Registry – The registration petition, together with the required documents, must be submitted to the relevant trade registry office.
• Official Announcement – After registration, the amendment is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The amendment is reported to the relevant tax office, and a copy of the resolution and the registration certificate is submitted.

Joint Stock Companies (A.Ş.)

For an amendment to the articles of association in a joint stock company:

• General Assembly Resolution – The amendment must be approved at the general assembly, recorded in the resolution book, and notarized.
• Preparation of the Amendment Text – A notarized copy of the resolution and the amended provisions of the articles of association must be prepared.
• Application to the Trade Registry – The documents must be submitted to the relevant trade registry office for registration.
• Official Announcement – After registration, the amendment is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – A copy of the resolution and the registration certificate is delivered to the relevant tax office.

Foreign Natural and Legal Persons

If the amendment involves foreign natural persons or foreign legal entities:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or undergo the relevant consular approval process) to be valid in Turkey.
• Depending on the nature of the amendment, additional documents such as a foreign exchange transfer receipt or proof of assets in Turkey may be requested.

Capital Increase Process in Turkey

Capital increase refers to the official procedure of raising a company’s registered capital to strengthen its financial structure, finance growth objectives, or meet legal obligations. This process is regulated under the TCC and involves specific registration and notification requirements.

Limited Liability Companies (Ltd. Şti.)

For a capital increase in a limited liability company:

• Resolution of the Shareholders’ Assembly – The capital increase must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Method of Capital Contribution – The increase may be in cash or in kind:
  • Cash Capital: The increased amount must be deposited into a bank account opened in the company’s name.
  • In-Kind Capital: Assets to be contributed must be valued by experts appointed by the court prior to registration.
• Application to the Trade Registry – The notarized resolution, capital increase text, and registration petition must be submitted to the relevant trade registry office.
• Official Announcement – After registration, the amendment is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The transaction is reported to the relevant tax office, and a copy of the resolution and the registration certificate is submitted.

Joint Stock Companies (A.Ş.)

For a capital increase in a joint stock company:

• General Assembly Resolution – The capital increase must be approved at the general assembly and notarized.
• Method of Capital Contribution – The increase may be in cash or in kind:
  • Cash Capital: Funds must be deposited into a bank account opened in the company’s name.
  • In-Kind Capital: Assets to be contributed must be valued by experts appointed by the court.
• Application to the Trade Registry – The notarized resolution, capital increase text, and registration petition must be submitted to the trade registry office.
• Official Announcement – After registration, the amendment is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – A copy of the resolution and the registration certificate is delivered to the relevant tax office.

Foreign Natural and Legal Persons

If the capital increase involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• The capital increase may be carried out in foreign currency; in such case, a foreign exchange transfer document must be submitted.
• Depending on the circumstances, international bank transfer records or proof of assets in Turkey may also be requested.

Capital Reduction Process in Turkey

Capital reduction refers to the official procedure of decreasing a company’s registered capital. It is typically carried out for restructuring purposes, covering losses, or returning excess capital to shareholders. This process is regulated under the TCC and is subject to legal, registry, and tax requirements.

Limited Liability Companies (Ltd. Şti.)

For a capital reduction in a limited liability company:

• Resolution of the Shareholders’ Assembly – The resolution must be adopted at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Legal Requirements – The capital reduction process must comply with all legal requirements, including provisions for the protection of creditors.
• Registration with the Trade Registry – The notarized resolution and supporting documents must be submitted to the relevant trade registry office for registration.
• Official Announcement – After registration, the capital reduction is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The change must be reported to the relevant tax office, along with a copy of the resolution and the registration certificate.

Joint Stock Companies (A.Ş.)

For a capital reduction in a joint stock company:

• General Assembly Resolution – The capital reduction must be approved at the general assembly and notarized.
• Legal Requirements – The process must be carried out in compliance with the TCC, including creditor notifications and the settlement of outstanding debts, if any.
• Registration with the Trade Registry – The notarized resolution and supporting documents must be registered with the relevant trade registry office.
• Official Announcement – After registration, the capital reduction is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The transaction is reported to the relevant tax office, and a copy of the resolution and the registration certificate is submitted.

Foreign Natural and Legal Persons

If the capital reduction involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or go through the relevant consular approval process) to be valid in Turkey.
• Depending on the nature of the reduction, additional documents may be requested.

Simultaneous Capital Increase and Reduction Process in Turkey

Simultaneous capital increase and reduction is a restructuring method applied by decreasing and increasing a company’s capital at the same time. This method is usually carried out for the purpose of offsetting accumulated losses and providing new capital inflows without changing the company’s net equity amount. The process is subject to the provisions of the Turkish Commercial Code (TCC) and must be conducted in full compliance with both trade registry and tax legislation.

Limited Liability Companies (Ltd. Şti.)

In a limited liability company:

• Resolution of the Shareholders’ Assembly – The capital reduction and increase must be approved with a single resolution at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Execution of Both Transactions – The reduction and increase are implemented simultaneously in accordance with the applicable legal provisions.
• Registration with the Trade Registry – The notarized resolution and the required documents must be submitted to the relevant trade registry office for registration.
• Official Announcement – Following registration, the amendment is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The transaction is reported to the relevant tax office, and a copy of the resolution and the registration certificate is submitted.

Joint Stock Companies (A.Ş.)

In a joint stock company:

• General Assembly Resolution – The capital reduction and increase must be approved by the general assembly, recorded in the resolution book, and notarized.
• Execution of Both Transactions – The transactions are carried out simultaneously in accordance with the provisions of the TCC.
• Registration with the Trade Registry – The resolution and supporting documents must be submitted to the trade registry office for registration.
• Official Announcement – After registration, the amendment is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – A copy of the resolution and the registration certificate is delivered to the relevant tax office.

Foreign Natural and Legal Persons

If the transaction involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Depending on the nature of the transaction, additional documents may be requested.

Address Change Process in Turkey

An address change refers to the official update of a company’s registered address before the relevant authorities. This process is regulated under the Turkish Commercial Code (TCC) and must be conducted in compliance with both trade registry and tax office regulations.

Limited Liability Companies (Ltd. Şti.)

For an address change in a limited liability company:

• Resolution of the Shareholders’ Assembly – The address change must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution and supporting documents must be submitted to the relevant trade registry office.
• Official Announcement – The new address is published in the Turkish Trade Registry Gazette after registration.
• Notification to the Tax Office – The change is reported to the relevant tax office.
• Proof of New Address – A lease agreement or title deed must be submitted as part of the application.

Joint Stock Companies (A.Ş.)

For an address change in a joint stock company:

• General Assembly Resolution – The address change must be resolved by the general assembly and notarized.
• Registration with the Trade Registry – The resolution and required documents must be submitted to the trade registry office.
• Official Announcement – After registration, the change is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be informed of the change.
• Proof of New Address – The new address must be substantiated with a lease agreement or title deed.

Foreign Natural and Legal Persons

If the address change involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Depending on the nature of the change, additional documents may be requested.

Municipality-Based Address Change Process in Turkey

Municipality-based address change refers to the official modification of a company’s registered address due to changes made by the municipality, such as street/neighborhood renaming, numbering adjustments, or administrative revisions. In such cases, it is mandatory to update trade registry and tax office records to align with municipal records. The process is the same for both Limited Liability Companies (Ltd. Şti.) and Joint Stock Companies (A.Ş.).

Required Documents

• Petition – Must be signed by the authorized person and bear the company stamp.
• Municipality Letter – A letter obtained from the municipality confirming the address change and indicating the company’s previously registered address.

Important Notes

• The previous address specified in the municipality letter must exactly match the last registered address in the trade registry.
• The municipality letter must be addressed to the company and either the original or a certified copy must be submitted to the trade registry office.

Branch Opening Process in Turkey

Branch opening refers to the official registration of a company’s operations in a different location. This procedure is governed by the provisions of the TCC and requires the necessary notifications to be made to both the trade registry and the tax office.

Limited Liability Companies (Ltd. Şti.)

For branch opening in a limited liability company:

• Resolution of the Shareholders’ Assembly – The branch opening must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution and required documents must be submitted to the trade registry office of the location where the branch will be established.
• Official Announcement – Following registration, the branch opening is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The transaction is reported to the relevant tax office.
• Proof of Address – A lease agreement or title deed for the branch address must be submitted.

Joint Stock Companies (A.Ş.)

For branch opening in a joint stock company:

• General Assembly Resolution – The branch opening must be approved at the general assembly and notarized.
• Registration with the Trade Registry – The resolution and required documents must be submitted to the trade registry office of the branch’s location.
• Official Announcement – After registration, the branch opening is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The process must be reported to the relevant tax office.
• Proof of Address – A lease agreement or title deed for the branch address must be provided.

Foreign Natural and Legal Persons

If the branch opening involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Depending on the nature of the branch opening, additional documents may be requested.

Branch Closure Process in Turkey

Branch closure refers to the official termination of operations of a company’s registered branch and the deletion of its relevant records. This procedure is carried out in accordance with the provisions of the Turkish Commercial Code (TCC) and requires full compliance with trade registry and tax office procedures.

Limited Liability Companies (Ltd. Şti.)

For a branch closure in a limited liability company:

• Resolution of the Shareholders’ Assembly – The closure must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution and required documents must be submitted to the relevant trade registry office.
• Official Announcement – After registration, the branch closure is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be notified, and closure procedures completed.

Joint Stock Companies (A.Ş.)

For a branch closure in a joint stock company:

• General Assembly Resolution – The closure must be approved by the general assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The resolution and required documents must be submitted to the trade registry office.
• Official Announcement – Following registration, the closure is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be notified, and the closure process finalized.

Foreign Natural and Legal Persons

If the branch closure involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Additional documents may be requested depending on the circumstances.

Headquarters Relocation Process in Turkey

Headquarters relocation refers to the official modification of a company’s registered headquarters address. This process is regulated under the TCC and requires updates to both trade registry and tax office records.

Limited Liability Companies (Ltd. Şti.)

For headquarters relocation in a limited liability company:

• Resolution of the Shareholders’ Assembly – The relocation must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution and required documents must be submitted to the relevant trade registry office.
• Official Announcement – Following registration, the change of headquarters is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The change is reported to the relevant tax office.
• Proof of Address – A lease agreement or title deed for the new headquarters must be submitted.

Joint Stock Companies (A.Ş.)

For headquarters relocation in a joint stock company:

• General Assembly Resolution – The relocation must be approved by the general assembly and notarized.
• Registration with the Trade Registry – The resolution and supporting documents must be submitted to the relevant trade registry office.
• Official Announcement – After registration, the relocation is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be notified.
• Proof of Address – A lease agreement or title deed for the new headquarters must be submitted.

Foreign Natural and Legal Persons

If the headquarters relocation involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Additional documents may be requested depending on the nature of the process.

Share Transfer Process in Turkey

Share transfer refers to the official transaction through which shareholder rights in a company are transferred from one partner to another or to a third party. This process is regulated under the TCC and includes certain legal, registry, and tax compliance steps.

Limited Liability Companies (Ltd. Şti.)

For share transfer in a limited liability company:

• Resolution of the Shareholders’ Assembly – The transfer must be approved at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Share Transfer Agreement – The transfer is executed by means of a notarized share transfer agreement.
• Registration with the Trade Registry – The notarized resolution and agreement must be submitted to the trade registry office for registration.
• Official Announcement – The share transfer is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The transaction must be reported to the relevant tax office, and all required documents submitted.

Joint Stock Companies (A.Ş.)

For share transfer in a joint stock company:

• General Assembly Resolution – The transfer must be approved by the general assembly and notarized.
• Share Transfer Agreement – The transaction must be executed with a notarized share transfer agreement.
• Registration with the Trade Registry – The relevant documents must be submitted to the trade registry office for registration.
• Official Announcement – After registration, the change is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be notified, and the required documents delivered.

Foreign Natural and Legal Persons

If the share transfer involves foreign shareholders:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Depending on the nature of the transaction, proof of foreign exchange transfers or assets in Turkey may be requested.
• Additional documents may be required depending on the company structure and the type of transfer.

Single-Shareholder Notification Process in Turkey

Single-shareholder notification refers to the official process of informing the relevant authorities when a company becomes wholly owned by a single shareholder. Under the TCC, it is mandatory to notify the trade registry and tax office in order to ensure transparency in the company’s ownership structure and maintain accurate records.

Limited Liability Companies (Ltd. Şti.)

If a limited liability company becomes a single-shareholder company:

• Resolution of the Shareholders’ Assembly – The situation must be recorded in the resolution book by means of a resolution and notarized.
• Registration with the Trade Registry – The notarized resolution must be submitted to the trade registry office for registration.
• Official Announcement – The single-shareholder status must be published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be notified, and the necessary documents submitted.

Joint Stock Companies (A.Ş.)

If a joint stock company becomes a single-shareholder company:

• General Assembly Resolution – The situation must be recorded in the resolution book by a general assembly resolution and notarized.
• Registration with the Trade Registry – The notarized resolution must be submitted to the trade registry office.
• Official Announcement – After registration, the change is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The relevant tax office must be informed, and the required documents submitted.

Foreign Natural and Legal Persons

If the single-shareholder status involves a foreign shareholder:

• A power of attorney or representation document issued in their home country is required.
• These documents must be notarized and, if issued abroad, must carry an apostille certificate (or consular approval) to be valid in Turkey.
• Additional documents may be required depending on the nature of the process.

Preparation of Internal Directive on Representation in Turkey

An internal directive on representation is an official document that sets forth how management and representation powers will be exercised in a company. This directive ensures transparency in the company’s internal operations and clarifies the scope of authority in external relations. In Turkey, this process is carried out under the provisions of the Turkish Commercial Code (TCC), and the procedure varies depending on the company type.

Preparation of Internal Directive in Limited Liability Companies

The preparation of an internal directive in a limited liability company is completed through the following steps:

• Resolution of the Shareholders’ Assembly – A resolution on the preparation of the directive must be adopted at the shareholders’ assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution and the text of the directive must be submitted to the relevant Trade Registry Directorate for registration.
• Publication in the Gazette – After registration, the directive is published in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – Notification must be made to the relevant tax office, and the required documents must be submitted.

Preparation of Internal Directive in Joint Stock Companies

Since the competent body in joint stock companies is the general assembly, the process proceeds as follows:

• General Assembly Resolution – A resolution on the preparation of the directive must be adopted at the general assembly meeting.
• Notarization – The resolution must be notarized in accordance with the provisions of the TCC.
• Registration with the Trade Registry – The directive must be registered with the Trade Registry Directorate.
• Publication in the Gazette – The directive is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The change must be reported to the tax office, together with the required documents.

Preparation of Internal Directive for Foreign Shareholders or Directors

If the internal directive involves foreign natural or legal persons:

• A power of attorney or representation document must be obtained from their home country.
• The documents must be notarized in the home country and carry an apostille certificate, or be certified by the Turkish Consulate.
• Once brought to Turkey, the documents must be translated into Turkish and notarized.
• The Trade Registry Directorate may request additional documents in special cases.

Required Documents

• Notarized resolution of the shareholders’ assembly or general assembly.
• Text of the internal directive on representation.
• Trade registry application forms.
• Notarized and translated power of attorney/representation document for foreign persons.
• Copy of identity card or passport (certificate of activity for legal entities).

Process and Key Considerations

• If documents are complete, the process is typically finalized within 5–10 business days.
• Delays in registration and publication may result in administrative fines.
• Once the directive enters into force, all authorizations must be updated in official documents and bank signature circulars.

Director Resignation Process in Turkey

The resignation of a director from a company is an official procedure conducted under the TCC. The required steps and corporate resolutions differ depending on whether the company is a Limited Liability Company (Ltd. Şti.) or a Joint Stock Company (A.Ş.). If the resigning person is a foreign national, additional documents and attestations may be required.

Director Resignation in Limited Liability Companies

For the resignation of a director in a limited liability company:

• Resolution of the Shareholders’ Assembly – The resignation must be accepted at a shareholders’ assembly meeting, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution must be submitted to the Trade Registry Directorate.
• Publication in the Gazette – After registration, the resignation is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – The resignation must be reported to the tax office, along with the required documents.

Director Resignation in Joint Stock Companies

In joint stock companies, the process is similar but the competent body is the general assembly:

• General Assembly Resolution – The resignation must be approved at the general assembly meeting.
• Notarization – The resolution must be notarized in accordance with the TCC.
• Registration with the Trade Registry – The resignation must be registered with the Trade Registry Directorate.
• Publication in the Gazette – The resignation is announced in the Turkish Trade Registry Gazette.
• Notification to the Tax Office – Notification must be made to the tax office with the necessary documents.

Resignation of Foreign Directors

If the resigning director is a foreign natural or legal person:

• A power of attorney or representation document must be obtained from their home country.
• The documents must be notarized in the home country and carry an apostille certificate or be approved by the Turkish Consulate.
• Once in Turkey, the documents must be translated into Turkish and notarized.
• The Trade Registry Directorate may request additional documents depending on the circumstances.

Required Documents

• Notarized resolution of the shareholders’ assembly or general assembly.
• Updated company records reflecting the change in management.
• Trade registry application forms.
• Notarized and translated power of attorney/representation document for foreign persons.
• Copy of identity card or passport (certificate of activity for legal entities).

Process and Key Considerations

• If all documents are complete, the process is usually finalized within 5–10 business days.
• Delays in registration and publication may lead to administrative fines.
• After resignation, all official documents, contracts, and bank signature circulars must be updated.

Completion of Liquidation Process in Turkey

The completion of liquidation refers to the termination of all financial, legal, and commercial obligations of a company. This procedure is governed by the provisions of the TCC, and while the steps are generally similar for Limited Liability Companies (Ltd. Şti.) and Joint Stock Companies (A.Ş.), the competent bodies differ. If foreign shareholders or representatives are involved, additional documents and attestations may be required.

Completion of Liquidation in Limited Liability Companies

For the completion of liquidation in a limited liability company:

• Resolution of the Shareholders’ Assembly – A resolution confirming the completion of liquidation must be adopted at a shareholders’ assembly, recorded in the resolution book, and notarized.
• Registration with the Trade Registry – The notarized resolution must be submitted to the Trade Registry Directorate.
• Publication in the Gazette – After registration, the completion of liquidation is published in the Turkish Trade Registry Gazette.
• Liquidator’s Final Report – The liquidator must prepare a final report demonstrating that all debts have been settled and receivables collected.
• Notification to the Tax Office – The process must be reported to the tax office, together with the required documents.

Completion of Liquidation in Joint Stock Companies

For joint stock companies, the competent body is the general assembly, and the process is as follows:

• General Assembly Resolution – A resolution confirming the completion of liquidation must be adopted at the general assembly meeting.
• Notarization – The resolution must be notarized.
• Registration with the Trade Registry – The liquidation completion resolution must be submitted to the Trade Registry Directorate.
• Publication in the Gazette – The completion of liquidation is announced in the Turkish Trade Registry Gazette.
• Liquidator’s Final Report – A final liquidation report must be prepared.
• Notification to the Tax Office – The tax office must be notified, along with the necessary documents.

For professional assistance with trade registry procedures in Turkey and to ensure the process proceeds securely, you may contact us.

Related Links

• Republic of Turkey Ministry of Trade – Central Registry Record System (MERSIS)
• Union of Chambers and Commodity Exchanges of Turkey (TOBB) – Trade Registry
• Invest in Türkiye – Official Investment Office
• OECD – Corporate Governance and Business Regulations in Turkey
• World Bank – Doing Business in Turkey