Comprehensive Guide to Trade Registry Office Procedures in Turkey

When registering a company in Turkey or making changes to an existing one, you must follow the proper procedures at the Trade Registry Office. These steps are essential for ensuring legal compliance and smooth business operations. Below is a detailed guide to the procedures you’ll need to follow for various company-related transactions.

How to Start a Business in Turkey: Establishing a Limited Liability Company

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

1. Petition

• Signed by all company managers.
• Includes details such as company tax office, description, capital, headquarters, start date, and NACE activity code.
• Declares the accuracy of provided information, accepting 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.
• Signed by the authorized person.

4. Foreign Shareholders’ Documents

• Notarized Turkish translations of passports and tax identification numbers.
• For residents in Turkey, a notarized residence permit is required.

5. Company Agreement

• Prepared and signed in MERSİS (Central Registration System).
• If signed by proxies, the original or notarized power of attorney must be submitted.

6. Signature Declarations

• Obtained electronically through integration with the General Directorate of Population and Citizenship Affairs database.

7. Acceptance Statements for Non-Shareholder Managers

• Includes residence address, nationality, and ID number.
• For foreign nationals, a notarized Turkish translation of the passport and residence permit is required.

8. Resolution for Legal Entity Managers

• If a legal entity is chosen as a manager, submit a notarized resolution indicating the individual acting on behalf of the entity.

9. Competition Authority Fee

• 0.04% of the company’s capital, payable at the Chamber’s cash desk.

10. Cash Commitments

• 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 assets are unencumbered.

12. Special Situations

• For minor shareholders, 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

1. Petition

• Signed by an authorized person using the company stamp.
• Includes a list of attached documents.

2. General Assembly Resolution

• Notarized copy of the resolution from the general assembly meeting book.

3. Participant List

• Required unless replaced by a shareholder decision.

4. Special Procedures

• If not all shareholders participate, a public announcement in the Trade Registry Gazette is required, with registered mail sent at least 15 days prior to the meeting.

Amendment of Articles of Association

1. Petition

• Signed by an authorized representative and stamped with the company seal.
• Includes a list of attached documents.

2. General Assembly Resolution

• Notarized copy of the resolution and meeting minutes book.

3. CPA Report

• Required if the amendment relates to the extension of the company’s duration, confirming that the company is financially stable.

Capital Increase and Reduction Procedures

Capital Increase

• Petition: Signed by the authorized representative and stamped with the company seal.
• General Assembly Resolution: Notarized resolution confirming the capital increase.
• Accountant’s Report: Certified by a CPA confirming the company’s ability to support the capital increase.
• Payment Evidence: Proof of deposit for cash increases from the bank.
• Expert Reports for In-Kind Capital: Court decisions and valuation reports.

Capital Reduction

• Petition: Signed and stamped by the authorized representative.
• Report on Capital Reduction: Explains the reasons, purpose, and method for the reduction.
• CPA or Auditor’s Report: Certifies the company has sufficient assets to cover all liabilities post-reduction.

Share Transfer Procedures

• Petition: Signed by the authorized representative and sealed with the company stamp.
• General Assembly Resolution: A notarized resolution specifying the new ownership structure.
• Share Transfer Agreement: Notarized share transfer agreements.
• Share Ledger Update: Copies of the updated share ledger showing the transfer.

Company Address Change Procedures

• Petition: Includes the new address, stamped with the company seal.
• General Assembly Resolution: Notarized resolution confirming the address change.
• MERSİS Verification: Ensure the new address is reflected in the MERSİS system.

Branch Opening, Transfer, and Closure

• Opening: Submit a petition with branch title, address, activity details, and responsibility declaration.
• Transfer: Submit a petition with branch transfer details, along with a general assembly resolution and updated documentation in MERSİS.
• Closure: A petition and general assembly resolution are required, along with a participant list (if applicable).

Director Appointment and Liquidation Procedures

• Director Appointment: Submit a petition, general assembly resolution, and acceptance statements for the new managers.
• Liquidation: A notarized petition and general assembly resolution are required, along with a signature declaration of the liquidator and a creditor call in the Trade Registry Gazette.

For more detailed guidance on company registration, general assembly resolutions, or any specific corporate procedure in Turkey, please contact us.