Limited Company Manager Appointment Procedures

1-) MERSIS Application

2-) Petition
- The petition must be signed by an authorized person with the company seal, and if signed by proxy, the original or certified copy of the power of attorney should be attached, along with a list of the attached documents. The petition should clearly state the company's name, capital, opening date, and the real business activity at that time, along with the NACE code, and it should be written that the responsibility for any incorrect information rests with the person(s) who signed the petition if discrepancies are found.

3-) General Assembly Decision (notarized - 1 copy) and if prepared, the attendance list
- Note: According to TTK 623/1, at least one of the shareholders must have unlimited management and representation rights.
- In cases where not all partners attend the meeting, the calling procedure: The general assembly must be called by the managers at least fifteen days (excluding announcement and meeting days) before the meeting date. The company's articles of association may extend or shorten this period to ten days. The general assembly must be called through an announcement published in the Turkish Trade Registry Gazette, and where necessary, on the company's website. Shareholders listed in the share register, as well as those who have provided share certificates or documents proving shareholding and updated their addresses with the company, must be notified by registered mail about the meeting day and agenda, along with the newspapers where the announcement was published or will be published.
- Therefore, in cases where not all partners attend the meeting, documents such as the Trade Registry Gazette copy of the invitation notice and the registered mail notice should be attached to the registration application. If the articles of association include a special calling procedure, documents related to this procedure should also be attached.

4-) Signature declaration of the managers under the company name

5-) If the managers are appointed from outside the company, a document proving the acceptance of the position by the appointed external manager. This document should include the place of residence, nationality, identification number for Turkish citizens, tax number or special identification number for foreigners, and if foreign, a certified copy of the passport and, for foreigners residing in Turkey, a certified residence permit should be attached.

6-) If a legal entity is elected as a manager, a notarized example of the decision of the authorized organ of the legal entity, including the name, surname, address, nationality, and T.C. ID number (for foreign nationals, tax number or special identification number) of the real person appointed by the legal entity (This decision must be notarized in the country of the legal entity and approved by the Turkish Consulate in that country or the Ministry of Foreign Affairs in Turkey or according to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents, and a certified Turkish translation must be obtained). (If the legal entity is foreign, the decision must be approved by the Turkish Consulate in the country where the company is located or according to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents, and a certified Turkish translation of the documents must be made). If the real person appointed by the legal entity is foreign and resides in Turkey, the residence permit should be attached.
- Note: If there are multiple legal entities in the board of directors/management, a separate real person must be appointed for each legal entity.
- For multiple legal entities, the same real person cannot be appointed as the representative.

7-) If the legal entity manager is foreign, a document containing the current registry records of the legal entity
- This document must be approved by the Turkish Consulate in the country of the legal entity or according to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents, and a certified Turkish translation must be obtained.
- If there is a foreign legal entity manager, the tax number should be stated in the decision/amendment text.
- If the legal entity manager is of Turkish nationality but has a commercial domicile outside Sivas, the Trade Registry Office where the legal entity is registered, the Trade Registry number, tax identification number, and MERSIS number should be specified in the decision/amendment agreement.

8-) If a minor is a shareholder in the company, and one or both parents are shareholders, a court-appointed trustee decision for the minor shareholder should be provided.
The person signing the decision on behalf of the legal entity (when signing on behalf of the legal entity, the legal entity's name should be written under the signature, followed by the representative’s name and surname) must provide an updated (within 1 year of the decision date) apostilled Turkish translation of the registry summary showing authority to sign, participate in decisions, vote, and accept or reject decisions on behalf of the legal entity.