Change of Type from Limited Liability Company to Joint Stock Company

According to subparagraph (a) of the first paragraph of Article 181 of the Turkish Commercial Code No. 6102, a limited company may be converted into a joint-stock company. In such changes, the establishment provisions of the newly established joint-stock company shall apply. However, the provisions regarding the minimum number of partners, the contribution of capital in kind and the signing of the company agreements by the founders in capital companies shall not apply. In the conversion of type, the company shares and rights of the partners shall be protected. 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, which determines 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 values, 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 determinations.

* An original and photocopies as many as the number of authorities to which notification will be made must be attached.

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

* CPA/SMMM activity certificate (original or notary approved)

3-) The company that has changed type; A declaration signed by the company authorities addressing the Trade Registry Directorate, which includes a list of the goods and rights registered in the land registry, ship and intellectual property registries and similar registries, and information and values ​​regarding the records of the goods and rights in question in the relevant registries, must be attached, 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 the directorates to be notified.

4-) Type conversion plan (TTK Art. 185)

A type conversion plan is prepared in writing by the director or directors of the company.

The type conversion plan must include;

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

* The contract of the joint-stock company,

* Explanations regarding the number, type and amount of shares that the partners will have in the joint-stock company after the type conversion,

5-) Type change report (Article 186)

* The company's manager or managers shall prepare a written report on the type change.

In the report;

- The purpose and results of the conversion to a joint-stock company,

- That the establishment provisions regarding the joint-stock company have been fulfilled,

- The contract of the joint-stock company,

- The rate of change regarding the shares to be owned by the partners in the joint-stock company,

- Additional payments and other personal performance obligations and personal responsibilities arising from the conversion to a joint-stock company, if any, regarding the partners,

- Obligations arising from the type change for the partners,

The relevant issues shall be explained in legal and economic terms, indicating the reasons.

In the general assemblies of Small and Medium-Sized Enterprises held with the participation of all partners regarding the acceptance of the type change 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 Certified Public Accountant Report or a Certified Public Accountant Report and an activity certificate must be submitted indicating that the company meets the Small and Medium Enterprise criteria, i.e. is a small and medium enterprise.

- The following issues shall be submitted for review by the partners thirty days in advance without a decision being taken at the partners' meeting. (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 issued

- Copies of the aforementioned 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 them in an appropriate manner.

6-) Type Change Decision 1 copy approved by a notary public

- The company's director or directors shall submit the type change plan to the approval of the partners' meeting thirty days after the above procedures are completed and the partners are granted the right to review. The type change decision is taken with the following quorums: In limited companies, the type change plan is taken with the decision of three-fourths of the partners, provided that they own at least three-fourths of the capital.

7-) If not previously submitted, a signature declaration under the title (Trade Registry(To be prepared by the Directorate.)

8-) If the permission or approval of the Ministry or other official institutions is required, this permission or approval letter

9-) 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,

If there are no branches, a signed declaration must be submitted stating that there are none.

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