Conversion of Collective and Limited Partnerships into Joint Stock or Limited Liability Companies

Pursuant to subparagraphs (b) and (c) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a collective or commandite company may be transformed into a joint stock or limited liability company. The provisions on the establishment of new joint stock and limited liability companies shall apply to such changes. However, the provisions regarding the minimum number of shareholders and capital in kind and the signing of the articles of association by the founders shall not apply. The company shares and rights of the shareholders are protected in the change of type.

1-) MERSIS Application

2-) Chamber Registration Petition

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

3-) The CPA or Certified Public Accountant's report, in which the capital of the company undergoing a change of type is paid, whether it has been paid or not, whether it is unpaid or not, the determination of the company's equity, and if there are assets registered in the land registry, ship and intellectual property registries and similar registries, the determination of their fair values, and the last balance sheet approved by the company's management body, by the auditor in companies subject to audit, or the auditor's report on these determinations if the company changing type is subject to audit. (One original and as many photocopies as the number of authorities to be notified should be attached)

- Activity certificate of the consultant (original or notarized)

- If there are no goods and rights that need to be registered in the said special registry; it should be notified that these matters do not exist.

4-) In the annex of the declaration addressed to the Trade Registry Directorate signed by the company officials, which includes the list of the goods and rights of the company changing type, which are registered in the land registry, ship and intellectual property registries and similar registries and the registries where they are registered and the information and values of the said goods and rights in the relevant registries, a photocopy of the document showing that the declared goods and rights belong to your company should be given. A separate declaration must be prepared for each authority to be notified. A separate statement addressed to the relevant directorates should be prepared.

5-) Change of type plan (as per Article 185 of the TCC)

- It must be prepared in writing by those charged with the management of the company.

6-) Change of type report (TCC Art. 186)

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

- Pursuant to Article 186/3 of the TCC, the preparation of the Change of Type Report may be waived if approved by all shareholders.

- However, a Certified Public Accountant's Report or a Sworn-in Certified Public Accountant's Report and a certificate of activity must be submitted to show that the company meets the criteria of a Small and Medium-Sized Enterprise, i.e. that it is a small and medium-sized enterprise.

The following matters shall be submitted to the review of the shareholders thirty days prior to the adoption of a resolution at the shareholders' meeting: (TCC Art. 188)

- Species conversion plan,

- Change of type report,

- Financial statements for the last three years,

- An interim balance sheet if more than six months have elapsed between the balance sheet date and the date of the conversion report or if there have been significant changes in the assets of the company since the last balance sheet was issued,

- Copies of the aforementioned documents shall be provided free of charge to the shareholders upon request. The Company shall inform the shareholders of their right to inspect in an appropriate manner.

7-) Notarized decision on the acceptance of the change of type (2 copies)

* In collective companies and limited partnerships, the persons in charge of the management of the company shall submit the change of type plan and the articles of association of the new type prepared in Mersis for the approval of the shareholders' meeting thirty days after the above procedures are completed and the shareholders are given the right to examine them. The decision to change type shall be taken by the following quorums.

* In collective companies, the change of type plan shall be approved unanimously by all shareholders. However, it may be stipulated in the company agreement that this decision may be taken with the affirmative vote of two-thirds of all shareholders.

8-) Declaration of signature under the new title (to be prepared by the Trade Registry Directorate)

9-) Receipt that the Competition Authority share of four per ten thousand of the capital has been deposited in the Chamber cashier.

10-) If the company has a branch or branches registered in our directorate where the company headquarters is located or in another Trade Registry Directorate, the attached Branch information declaration is signed and attached to the document,

- In case there are no branch(es), a signed declaration of non-existence is required.

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