Change of Type from Joint Stock Company to Limited Liability Company

According to subparagraph (a) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a joint stock company may be converted into a limited company. In such changes, the establishment provisions of the newly established limited company shall apply. However, the provisions regarding the minimum number of partners, the contribution of capital in kind and the founders' signing of the company agreements shall not apply. In the conversion of type, the company shares and rights of the partners shall be protected. For shares without votes, equal shares or shares with voting rights shall be given to their owners. Shares of the same value shall be given in return for privileged shares or an appropriate compensation shall be paid. Rights of the same value shall be given in return for dividend certificates or the real value shall be paid on the date the conversion plan is prepared.

- The conversion of type shall be made on the registered capital.

1-) MERSIS Application

2-) Chamber Registration Petition and Chamber Registration Declaration

- The tax office to which it will be affiliated shall be specified, signed by the authorized person or by proxy, and the original or certified copy of the power of attorney shall be attached.

3-) A CPA or SMMM report indicating whether the capital of the company that has changed type has been paid, whether it has remained unpaid, the company's equity, and if there are assets registered in land registry, ship and intellectual property registries and similar registries, the determination of their fair value, and the latest balance sheet approved by the company's management body, or by the auditor in companies subject to audit, or if the company that has changed type is subject to audit, the auditor's report regarding these findings.

* If there are no assets and rights that need to be recorded in the special registry in question; it should be stated that these issues do not exist.

* The consultant's activity certificate (original or notary approved)

4-) The company that has changed type; A list of the goods and rights registered in the land registry, ship and intellectual property registries and similar registries, and the information and values ​​of the registries where they are registered and the records of the goods and rights in question in the relevant registries, signed by the company authorities and addressed to the Trade Registry Directorate, must be submitted as an annex to Declaration 1, and a photocopy of the document showing that the declared goods and rights belong to your company must be submitted. A separate declaration must be prepared for each authority to be notified. It must be prepared addressing the relevant directorates.

5-) Type change plan (Art. 185)

* A type change plan is prepared in writing by the company's board of directors.

The type change plan must include;

- The company's trade name before and after the type change, its headquarters and information regarding the new type,

- The contract of the limited company,

- Explanations regarding the shares and amounts that the partners will have in the limited company after the type change.

6-) Type change report (Art. 186)

- The company's board of directors prepares a written report on the type change.

In the Type Change Report;

- The purpose and results of the transformation into a limited company,

- That the establishment provisions regarding the limited company have been fulfilled,

- The contract of the limited company,

- The rate of change regarding the shares that the partners will have in the limited company,

- Additional payments and other personal performance obligations and personal responsibilities arising from the transformation into a limited company, if any, regarding the partners,

- Obligations arising from the change of type for the partners, are explained in legal and economic terms, with justifications.

In the general assemblies of Small and Medium-Sized Enterprises held with the participation of all partners regarding the acceptance of the change of type transaction;

- In accordance with Article 186/3 of the TCC; if all partners approve, the preparation of the Type Change Report may be waived.

- However, a Free Accountant Financial Advisor Report or a Certified Public Accountant Report and an activity certificate must be submitted indicating that the company meets the Small and Medium-Sized Enterprise criteria, i.e. is a small and medium-sized enterprise.

- The following matters shall be submitted to the partners for review thirty days before the decision is taken at the general assembly: (Article 188)

* Type conversion plan,

* Type conversion report,

* Financial statements of the last three years,

* Interim balance sheet if more than six months have passed between the balance sheet date and the date the type conversion report was prepared or if there have been significant changes in the company's assets since the date the last balance sheet was prepared,

* Copies of the said documents shall be provided free of charge to the partners who request them. The company shall inform the partners that they have the right to review in an appropriate manner.

* The company's board of directors shall submit the type conversion plan to the general assembly for approval thirty days after the completion of the above transactions and granting the partners the right to review. The type conversion decision shall be taken with the following quorums:

* Subject to the provisions of Article 421, Subparagraph 5-B of the Turkish Commercial Code, in joint stock companies, the type conversion plan shall be subject to two-thirds of the principal or issued capital, and two-thirds of the votes present at the general assembly shall not be liable for additional payment or personal performance.If the type of company is to arise, it is taken with the approval and decision of all partners.

7-) Notarized general assembly meeting minutes regarding the acceptance of the type change and the articles of association prepared from the Mersis and signed by the partners

- The minutes must include the following statements: the type change plan and type change report and the financial statements of the last three years (interim balance sheet, if any) were submitted to the review of the partners at the company headquarters thirty days ago in accordance with Article 188 of the TCC and the right to review was exercised, the type change plan and the new type of company articles prepared from the Mersis were accepted, and it was decided to convert the company into a Limited Company.

8-) Ministry Representative Assignment Letter

9-) If not previously submitted, signature declaration under the title

10-) Attendance List

11-) If the company has a branch or branches registered in our directorate where the company headquarters is located or in another Trade Registry Office, the attached Branch Information Declaration must be signed and submitted as an attachment to the document,

Note-1: If there are no branch/branches, a signed declaration must be submitted stating that there are no branches.

Note-2: If there is a capital increase along with the change of type, documents regarding the capital increase must also be attached.