Establishing a Limited Liability Company in Turkey

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 https://randevu.ito.org.tr.

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.

How to Establish a Limited Liability Office in Turkey

To establish a Limited Liability Company in Turkey or an LLC, the following steps are required:

1. Petition
   • Must be signed by all company managers.
   • Includes the tax office, company description, capital, headquarters, start date, and 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 for foreign shareholders or Turkish citizens residing abroad.
   • Must be signed by the authorized person.
4. Foreign Shareholders’ Documents
   • Notarized Turkish translations of passports.
   • Tax identification numbers or foreign identity numbers.
   • For those residing in Turkey, a notarized residence permit is also required.
5. Company Agreement
   • Must be prepared in MERSİS and signed by the shareholders or their proxies. If signed by proxies, the original or notarized copy of the power of attorney must be submitted.
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 details such as residence address, nationality, and identity number.
   • For foreign nationals, a notarized Turkish translation of the passport and a notarized residence permit must also be provided.
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, along 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 the capital must be deposited before registration, with the remainder payable within 24 months.
11. Capital in Kind
    • Requires an expert valuation report, court decision, and documentation proving that the assets are unencumbered.
12. Special Situations
    • If a minor is a shareholder, a guardianship decision from the court is required, and the company agreement must be signed by the appointed guardian.

General Assembly Procedures for Limited Liability Companies in Turkey

1. Petition:
   • Must be signed by an authorized person using the company stamp.
     • Should include a list of attached documents.
2. General Assembly Resolution:
   • Notarized copy of the resolution taken from the general assembly meeting book.
3. Participant List (if applicable):
   • A signed participant list is required unless replaced by a decision from the shareholders’ meeting.
4. 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

1. Petition
   • Must be signed by an authorized representative and stamped with the company seal.
   • It should include a list of the attached documents.
2. 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.
3. 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.
4. 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

1. Petition:
   • Signed by the authorized representative and stamped with the company seal.
2. General Assembly Resolution:
   • A notarized resolution confirming the decision to increase capital.
3. 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.
4. Payment Evidence:
   • For cash increases, proof of deposit from the bank is required.
5. Expert Reports for In-Kind Capital:
   • Includes court decisions, valuation reports, and evidence that the in-kind contributions are free of encumbrances.
6. Competition Authority Fee:
   • 0.04% of the increased capital must be paid.

Capital Reduction Procedures in Turkey

1. Petition:
   • Submitted with the company seal and authorized signatures.
2. Report on Capital Reduction:
   • Explains the reasons, purpose, and method for the reduction.
3. General Assembly Resolution:
   • Includes an amendment to the relevant clause in the company agreement and a notarized copy of the decision.
4. Notifications to Creditors:
   • Creditors must be notified through three public announcements at seven-day intervals in the Trade Registry Gazette.
5. 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:

1. Approval Letter:
   • If required, submit the Ministry or relevant authority’s approval.
2. Bank Confirmation:
   • Provide a letter confirming the full payment of the increased capital. For amounts exceeding the reduction, the resolution must state the excess will be paid within 24 months or provide a payment letter.
3. General Assembly Resolution:
   • Submit a notarized copy of the resolution.
4. Participant List:
   • Include if a general assembly resolution is submitted. Not needed for a shareholders’ resolution.
5. Amended Articles of Association:
   • Include provisions for the simultaneous capital reduction and increase.
6. CPA Report:
   • Submit a report from a CPA or auditor confirming the capital is fully paid and equity is intact.
7. Capital Reduction Report:
   • Submit a 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

1. Petition:
   • Includes the new address and the company seal.
2. General Assembly Resolution:
   • A notarized resolution confirming the address change.
3. MERSİS Verification:
   • Ensure the new address matches the address listed in the MERSİS system before proceeding.

Branch Opening Procedures in Turkey

1. Petition:
   • Includes the branch’s title, address, activity details with the NACE code, and responsibility declaration.
2. Chamber Registration Declaration:
   • Signed by branch representatives with a photograph.
3. General Assembly Resolution:
   • Notarized decision approving the branch’s establishment.
4. Acceptance Statement for Branch Representative:
   • Indicates that the representative accepts the role.

Branch Closure Procedures in Turkey

1. Petition:
   • Signed and stamped by the authorized representative.
2. General Assembly Resolution:
   • Notarized copy indicating the decision to close the branch.
3. Participant List (if applicable):
   • Signed participant list unless replaced by a shareholders’ resolution.

Branch Transfer Procedures in Turkey

1. Petition:
   • Includes the branch’s details, activity description, and authorization for transfer.
2. General Assembly Resolution:
   • Specifies the approval for the branch transfer.
3. Updated Documentation:
   • Includes address details and related updates in MERSİS.

Share Transfer Procedures in Turkey

1. Petition:
   • Must be signed by the authorized representative and include the company seal.
2. General Assembly Resolution:
   • A notarized resolution from the general assembly or shareholders, specifying the new ownership structure.
3. Share Transfer Agreement:
   • Notarized share transfer agreements.
4. Share Ledger:
   • Copies of relevant pages indicating the update in the share ledger.
5. Important Notes:
   • Departing shareholders must also sign the decision.
   • If the departing shareholder was a manager, the decision must indicate whether they will continue in their managerial role.

Inheritance Share Transfer Procedures in Turkey

1. Petition:
   • Signed and stamped by the authorized representative.
2. General or Shareholders’ Resolution:
   • A notarized resolution that specifies the division of inherited shares.
3. Inheritance Certificate:
   • A court-issued inheritance certificate or notarized inheritance declaration.
4. Updated Share Ledger:
   • Indicating the transition of shares to the heirs.
5. Manager Appointment (if applicable):
   • If a new manager is appointed, their acceptance statement and authorization must also be included.

Procedure For Partner Or Director Name-Surname Change Registration in Turkey

1. Petition:
   • Must be signed by an authorized representative with the company seal.
   • The petition should include a list of attached documents.
2. General Assembly Resolution:
   • A notarized copy from the general assembly meeting book.
3. Participant List (if applicable):
   • If a general assembly resolution is submitted, a participant list must be included.
   • If a shareholders’ resolution is provided instead, a participant list is not required.
4. Document Showing the Change in Name-Surname of the Partner/Manager:
   • Provide a certified population registry extract (“vukuatlı nüfus kayıt örneği”) or an original court decision or a certified copy of the court decision.

Important Notice:

• 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

1. Petition:
   • Includes a list of attached documents and the company seal.
2. General Assembly Resolution:
   • A notarized resolution from the meeting where the decision was made to appoint managers.
3. Acceptance Statement from Managers:
   • Includes name, address, nationality, and ID or tax number for foreign nationals.
   • Foreign nationals must also submit a notarized Turkish translation of their passport and residence permit.
4. Legal Entity Managers:
   • If a legal entity is appointed as a manager, a notarized resolution specifying the individual acting on behalf of the legal entity must be submitted.
5. Authority and Duties:
   • Resolutions must clearly define the scope of authority and duties of the appointed managers.

Procedure for Appointment and Registration of Liquidator in Turkey

1. Petition:
   • Signed by an authorized representative with the company seal.
   • Must include a list of attached documents.
2. General Assembly Resolution:
   • A notarized copy from the general assembly meeting book.
3. Participant List (if applicable):
   • If a general assembly resolution is submitted, a participant list must be included.
   • If a shareholders’ resolution is provided instead, a participant list is not required.
4. Acceptance Statement of the Liquidator (if appointed externally):
   • If the liquidator is appointed from outside the managers or shareholders, a document showing their acceptance of the role must be submitted.
5. Signature Declaration of the Liquidator:
   • A notarized signature declaration of the liquidator.
6. Public Announcement in the Trade Registry Gazette:
   • After the registration of the liquidation, a call to creditors must be published in the Trade Registry Gazette.
   • The announcement is automatically generated in MERSİS and published electronically.
   • The fee for the creditor call announcement is collected during the liquidation registration process.

Procedure for Returning Company Liquidation in Turkey

1. Petition:
   • Must be signed by an authorized representative or liquidator with the company seal.
   • Should include a list of attached documents.
2. General Assembly Resolution:
   • Notarized copy from the general assembly meeting book.
3. Participant List (if applicable):
   • If a general assembly resolution is submitted, a participant list must be provided.
   • If a shareholders’ resolution is provided instead, the participant list is not required.
4. Liquidator’s Report:
   • Prepared by liquidators, confirming that company assets have not yet been distributed among shareholders.

Closure of Liquidation Process in Turkey

1. Petition
   • Must be signed by the liquidator and include a list of attached documents.
2. General Assembly Resolution
   • Notarized copy from the general assembly meeting book.
   • The assembly is called by the managers.
   • The final general assembly approving the liquidation balance sheet can only be held three months after the third creditor notice.
   • If a resolution on storing commercial books is made, it is sufficient to include the statement: “The required books will be handled in accordance with Article 82.”
3. Participant List (if applicable)
   • No need for a participant list if a board of shareholders resolution is submitted instead.
4. Final Liquidation Balance Sheet
   • Prepared as of the general assembly date, signed by the liquidator, and stamped with the company seal.
   • If the general assembly cannot approve the balance sheet, the liquidator can apply to the court for its approval.

Important Note:
If the company has registered branches, their deregistration must be applied for before or alongside the main company closure application.

General Reminders

• Mandatory Documentation:
  • All necessary documents must be notarized and complete to avoid delays.
• Call to Creditors:
  • For capital reductions or closures, ensure proper notification to creditors.
• MERSİS System:
  • Consistency with MERSİS records is critical for all transactions.
• Special Cases for Minors:
  • If a minor is involved as a shareholder, appropriate guardianship documentation must be provided.

• Company Name Verification:
  • Ensure the name complies with the Commercial Code and is verified in MERSİS.
• NACE Codes:
  • Activity descriptions must align with NACE codes.
• Representatives’ Details:
  • Information on representatives, including nationality and identification numbers, must be consistent across documents.