
1-) MERSIS Application
2-) Petition
It must be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the power of attorney must be attached, and must include the attached document breakdown.
3-) General Assembly Resolution on Share Transfer (1 notarized copy) Also the list of attendees, if issued
- Note-1: The shareholder who transfers his/her shares and leaves the company must also participate in the share transfer resolution and sign the shareholders' meeting resolution.
- Note-2: If the shareholder who transferred his/her shares and left the company is a director, it should be stated in the resolution whether he/she will continue his/her duty or not.
- Note-3: Pursuant to Article 623 of the TCC, at least one of the shareholders must be a director who has the right to manage and represent the company.
- Note-4: The decision to accept the share transfer must be taken on or after the date of the share transfer agreement.
- Note-5: If there is a number of shares in the article titled capital in the articles of association, the number of shares as a result of the actual transfer in the share transfer decision should be specified according to the value of the number of shares in the articles of association.
- Note-6: In Customs Consultancy companies, the customs consultancy or assistant consultancy certificates of the partners and officials must be notarized.
- Call procedure in cases where not all shareholders attend the meeting: The general assembly meeting shall be called by the managers at least fifteen days (excluding the announcement and meeting days) before the meeting date. The articles of association may extend this period or shorten it up to ten days. The General Assembly shall be called to the meeting by means of an announcement published in the Turkish Trade Registry Gazette, in the manner specified in the articles of association and - if necessary - on the company's website. The shareholders listed in the share ledger and the shareholders who have previously notified the company of their addresses by submitting share certificates or documents proving their shareholding shall be notified of the date of the meeting, the agenda and the newspapers in which the announcement has been or will be published by registered mail with return receipt requested.
- Accordingly, in cases where not all shareholders attend the meeting, a copy of the Trade Registry Gazette of the invitation announcement and the documents pertaining to the registered mail notification must be attached to the registration application. In addition, if there is a special call procedure in the articles of association, documents related to this procedure should also be attached.
3-) Notarized Limited Liability Company Share Transfer Agreement (1 Piece)
4-) Photocopy of the relevant pages of the share ledger where the share transfer is recorded
5-) In the event that the parents of the minor company partner or any of the parents are shareholders in the company, the court's decision to appoint a trustee for the minor partner
- If there is a new partner entry, the decision should specify the name and surname of the new partner, as well as their place of residence, citizenship, and if they are a citizen of the Republic of Turkey, their T.R. identification number, if they are foreign nationals, their tax number or foreigner-specific identification number.
- If the new partner is a foreign national, a copy of the passport with notarized translation,
- If the notarized residence address of the foreign partner is in Turkey, the residence permit must be attached.
- If the new partner is a foreign legal person, a document containing the current registry records of the legal person (This document must be certified by the notaries in the country where the company is subject to and by the Turkish Consulate in that country or by the Ministry of Foreign Affairs in Turkey or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents and their notarized Turkish translations must also be made).
- If there is a foreign legal partner / legal officer entry, the tax number must be specified in the decision / amendment agreement.
- If the new legal partner is of Turkish nationality but his/her commercial domicile is outside Istanbul, the Trade Registry Directorate where the legal partner is registered and the Trade registry number / tax identification number and Mersis number must be specified in the decision/amendment agreement.
- It is not mandatory to declare that the capital has been partially or fully paid in limited liability company share transfer decisions; however, if it is stated in the decision, it is necessary to submit the CPA / CPA report and activity certificate in which it is determined that the capital has been paid and the capital is preserved within the equity.
- If there is a manager election, the documents required under the heading “Change of Manager” must be attached.
- A current (not more than 1 year after the date of issue) apostilled Turkish translated registry summary showing that the person signing the decision on behalf of the legal partner (when an individual signs the decision on behalf of the legal partner, the title of the legal partner should be written under the decision, and the name and surname of the person signing on behalf of the legal partner should be written under the decision) is authorized to sign the decision, participate in the decision, vote, accept or reject the decisions on behalf of the legal partner.
Limited Liability Company Single Shareholder Notification Procedure
- If the company becomes a single partner; Declaration of the manager stating that the company has a single partner, the name, surname, place of residence, Turkish ID number, citizenship of this partner