Amendments to the Articles of Association and Registry Filings

Amendment and Registration Process

1. 01

   Planning the Amendment

   Depending on the type of amendment, the deciding body and the quorum are determined, as well as whether Ministry approval is required and whether the rights of holders of privileged shares are affected. For joint stock companies subject to Ministry approval, approval for the draft amendment is obtained first. (Turkish Commercial Code No. 6102, Art. 333, 453) Resolutions that would infringe the rights of holders of privileged shares cannot be implemented unless approved by a special meeting of the holders of privileged shares. (Turkish Commercial Code No. 6102, Art. 454)

2. 02

   Financial Statements and Reports

   For a capital increase or reduction, the balance sheet, an interim balance sheet if needed, the determination of equity and a report on the payment of capital are prepared.

   In a joint stock company, a reduction resolution cannot be adopted unless it is established that, despite the reduction of capital, the company has sufficient assets to fully cover creditors’ claims; capital can in no case be reduced below the statutory minimum. (Turkish Commercial Code No. 6102, Art. 473/2, 473/5)

3. 03

   General Meeting Resolution

   In a joint stock company, unless the law or the articles of association provide otherwise, resolutions amending the articles of association are adopted by a majority of the votes present at a general meeting at which at least half of the capital is represented; if the quorum is not reached at the first meeting, representation of at least one third of the capital is required at the second meeting. (Turkish Commercial Code No. 6102, Art. 421/1) In a limited liability company, unless otherwise provided, the articles of association are amended by a resolution of shareholders representing two thirds of the share capital. (Turkish Commercial Code No. 6102, Art. 589/1)

   According to the Ministry of Trade’s guidance, the presence of a Ministry representative is mandatory at general meetings whose agenda includes an amendment to the articles of association concerning a capital increase or reduction, a switch to or exit from the registered capital system, an increase in the registered capital ceiling or a change of the business scope. The representative is requested by petition at least ten days before the meeting date. (Ministry of Trade, Companies FAQ)

4. 04

   Registration Application

   The application is made to the Trade Registry Directorate (ticaret sicili müdürlüğü) where the company’s registered office is located, with the following documents. (Trade Registry Regulation, Art. 71, 73, 92, 94)

   • A notarised copy of the general meeting resolution
   • The new text of the amended articles
   • Where required, the approval or favourable opinion of the Ministry or the relevant public authority
   • For a capital increase, a report by a sworn-in certified public accountant (YMM) or a certified public accountant (SMMM); for a contribution in kind, an expert report
   • In a joint stock company, for a cash increase, a bank letter showing that at least 25% of the share price has been deposited with a bank

   If the registered office is moving to another registry district, a registry extract obtained from the directorate of the former registered office is also submitted; registration is made at the directorate of the new registered office, and the location of the former registered office is also recorded. (Trade Registry Regulation, Art. 111, 112)

5. 05

   Power of Representation and Trade Name

   On a change of managers or board of directors, a notarised copy of the resolution showing the persons authorised to represent the company and the manner of representation is submitted to the trade registry for registration and announcement; this provision applies by analogy to limited liability companies. (Turkish Commercial Code No. 6102, Art. 373/1, 629) Public institutions and organisations rely on the trade registry records regarding the power of representation. (Turkish Commercial Code No. 6102, Art. 373/3)

   The new trade name shows the business scope and includes the words “anonim şirket” or “limited şirket”; if the trade name contains the first name or surname of a natural person, the company type cannot be abbreviated. (Turkish Commercial Code No. 6102, Art. 43)

6. 06

   Tax Office, Accounting and Notifications

   Because the details of transactions registered with the trade registry and included in the list annexed to VUK General Communiqué No. 546 are transmitted electronically by the Ministry of Trade to the Ministry of Treasury and Finance, no separate notification to the tax office is required for these transactions. For changes not on the list, notification is assessed separately. (VUK General Communiqué No. 546, Art. 3)

   The accounting entries for capital changes are made; the new trade name and address are entered in invoice, e-ledger (e-Defter) and official correspondence details.

   For companies within the scope of foreign direct investment, on a capital increase or decrease the shareholder list in E-TUYS, the Ministry of Industry and Technology’s electronic incentive and foreign capital information system, is updated within 1 month at the latest. (Implementing Regulation of the Foreign Direct Investment Law, Art. 5) For details, see our Company Formation with Foreign Shareholders in Türkiye page.