CONVERSION OF A JOINT STOCK COMPANY INTO A LIMITED COMPANY

Article 181 of the Turkish Commercial Code No. 6102 According to clause (a) of the first paragraph, a Joint Stock Company can be converted into a Limited Company. will be able to transform.
In case of such changes, the establishment provisions of the newly established Limited Company is applied.
However, provisions regarding the minimum number of partners and the contribution of capital in kind does not apply.
In case of a change of type, the company shares and rights of the partners are protected. out of vote shares of equal value to their owners or shares with voting rights is given. Shares of the same value are given in return for privileged shares or compensation is paid. Rights of the same value are given in exchange for usufruct shares. or the actual value is paid on the date the conversion plan is drawn up.

1. Petition to the Trade Registry OfficePetition
2. Petition to the Chamber Registry OfficePetition
3.Commitment( 1 Piece )
4.Prepared in writing by the board of directors. replacement plan(2 Pieces) (article 185)
Type change plan;
• The trade name, headquarters and status of the company before and after its type change. information about the new species,
• contract of the imitated company,
• Shareholders' ownership in the limited company after changing type It must contain explanations regarding the shares and their amounts.

5.Prepared in written form by the board of directorstype replacement report(2 Pieces) (article 186)
In the report;
• The purpose and consequences of turning into a limited company,
• The establishment provisions regarding the limited company have been fulfilled,
• The contract of the limited company,
• Change rate regarding the shares to be held by the partners in the limited company,
• Additional payments arising from the transformation into a limited company regarding the partners, if any. payment and other personal performance obligations and personal responsibilities,
• Issues regarding the liabilities arising from the change of type for the partners, Legal and economic explanations with justification is available.

6. Decision regarding the acceptance of the type change (2 notary public certified)

7. At least 3 notarized Articles of Association (1 submitted more than will be kept in the Trade Registry File of our Directorate. The main contracts submitted have been approved as registered by our Directorate. will be returned to you.)

8.2 original Registration Requests according to the articles of association

9. By the auditor in companies subject to audit; other In companies, the last balance sheet and certificate approved by the board of directors interim balance sheet when necessary

10. Whether the capital of the company making the type change has been paid or not determination of whether the payment has been made, whether it remains unrequited, whether the company's equity is and if the company's land registry, ship and intellectual property registries and similar registries If there are registered assets, their fair values sworn financial advisor or independent accountant financial advisor report or if the company that has changed its type is subject to audit, the auditor's determination report on

11.The company changing its type; title deed, ship and intellectual property List of properties and rights registered in registries and similar registries, the registries in which these are registered and the relevant information regarding the goods and rights in question. Declaration containing information regarding the records in the registry

12.With the permission of the Ministry or other official institutions or in accordance with If subject to opinion, this permission or appropriate opinion letter

13.Changing type in small and medium-sized companies If the preparation of the report is waived by all partners, this written document regarding

14. Showing the NEW TAX NUMBER that will occur as a result of the type change tax office letter

INFORMATION :

Right to review

The following issues must be resolved thirty days after the decision is taken at the general assembly. It is first presented to the partners for review.
a) Type change plan,
b)Type change report,
c)Financial statements of the last three years,
d) Six months between the balance sheet date and the date of the type change report. If more than one month has passed or since the date of the last balance sheet In case of significant changes in the company's assets, The balance sheet and copies of the said documents are given free of charge to the partners who request it. The company informs the partners that they have the right to review appropriately. informs. (art. 188)

Approval of the general assembly

The management body of the company, once the above transactions are completed and thirty days after the partners are granted the right to review, submits the replacement plan to the general assembly for approval. The decision to change the genre Anonymous In companies, provided that it covers two-thirds of the basic or issued capital, additional payment or personal performance of two-thirds of the votes present at the general assembly. If liability arises, it is taken by decision with the approval of all partners.
Note: If there is a capital increase along with the type change, additional capital Documents regarding the increase must be attached.

CONVERSION OF A LIMITED COMPANY INTO A JOINT STOCK COMPANY

Article 181 of the Turkish Commercial Code No. 6102 According to clause (a) of the first paragraph, a Limited Company can be converted into a Joint Stock Company. will be able to transform.
In such changes, the establishment provisions of the newly established joint stock company is applied.
However, in capital companies, the minimum number of partners and capital in kind The provisions regarding the establishment of the In case of a change of type, the company shares and rights of the partners are protected. Privileged Shares of the same value are given in return for the shares or appropriate compensation is given. is paid. In return for usufruct shares, rights of the same value are given or The actual value is paid on the date the replacement plan is issued.

1. Petition to the Trade Registry OfficePetition(1 pieces)
2. Petition to the Chamber Registry OfficePetition(1 pieces)
3.Commitment(1 pieces)
4. Prepared in writing by the Manager / Managers. replacement plan(2 pieces)(article 185)
Type change plan;
• The trade name, headquarters and status of the company before and after its type change. information about the new species,
• The agreement of the joint stock company,
• Shareholders' ownership in the joint stock company after the type change It must contain explanations regarding the number, type and amount of shares.

5.Prepared in written form by the Manager / Managerstype replacement report(2 pieces)(article 186)
In the Type Change Report;
• The purpose and consequences of turning into a joint stock company,
• The establishment provisions regarding the joint stock company have been fulfilled,
• The agreement of the joint stock company,
• The rate of change regarding the shares to be held by the partners in the joint stock company,
• Issues regarding the liabilities arising from the change of type for the partners, Legal and economic explanations with justification is available.

6.Decision regarding the acceptance of the type change (2 notaries certified)

7. At least 3 notarized Articles of Association (3 submitted more than will be kept in the Trade Registry File of our Directorate. The main contracts submitted have been approved as registered by our Directorate. will be returned to you.)

8.2 original Registration Requests according to the articles of association

9. By the auditor in companies subject to audit; other In companies, the last balance sheet and certificate approved by the board of directors interim balance sheet when necessary

10. Whether the capital of the company making the type change has been paid or not determination of whether the payment has been made, whether it remains unrequited, whether the company's equity is and if the company's land registry, ship and intellectual property registries and similar registries If there are registered assets, their fair values sworn financial advisor or independent accountant financial advisor report or if the company that has changed its type is subject to audit, the auditor's determination report on

11.The company changing its type; title deed, ship and intellectual property List of properties and rights registered in registries and similar registries, the registries in which these are registered and the relevant information regarding the goods and rights in question. Declaration containing information regarding the records in the registry

12.With the permission of the Ministry or other official institutions or in accordance with If subject to opinion, this permission or appropriate opinion letter

13.Changing type in small and medium-sized companies If the preparation of the report is waived by all partners, this written document regarding

14. NEW TAX NUMBER that will occur as a result of the type change tax office letter showing

INFORMATION :

Right to review

The following issues must be resolved thirty days after the decision is taken at the general assembly. It is first presented to the partners for review.
a) Type change plan,
b)Type change report,
c)Financial statements of the last three years,
d) Six months between the balance sheet date and the date of the type change report. If more than one month has passed or since the date of the last balance sheet In case of significant changes in the company's assets, The balance sheet and copies of the said documents are given free of charge to the partners who request it. The company informs the partners that they have the right to review appropriately. informs. (art. 188)

Approval of the general assembly

The management body of the company, once the above transactions are completed and thirty days after the partners are granted the right to review, submits the change plan to the general assembly for approval. The type change decision is limited In case of conversion from a company to a joint stock company, owning at least three quarters of the capital Transforming into a cooperative with the decision of three quarters of the partners, provided that they are present If so, it is taken with the approval of all partners.

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

COLLECTIVE AND COMMANDITE COMPANIES LIMITED AND JOINT STOCK CONVERTING IT TO COMPANY TYPE

Article 181 of the Turkish Commercial Code No. 6102 According to clauses (b) and (c) of the first paragraph, a Collective or Commandite The company may turn into a Joint Stock or Limited Company.
In such changes, newly established Joint Stock and Limited Companies Establishment provisions apply.
However, provisions regarding the minimum number of partners and the contribution of capital in kind not applicable. Company shares and rights of the partners are preserved in the change of type.

1. Petition to the Trade Registry OfficePetition(1 pieces)
2. Petition to the Chamber Registry OfficePetition(1 pieces)
3.Commitment(1 pieces)
4. A written document prepared by those responsible for the management of the company. replacement plan (Article 185)
Type change plan;
• The trade name, headquarters and status of the company before and after its type change. information about the new species,
• If it is a new type of joint stock company, its articles of association; limited company is a company contract,
• The number of shares that the partners will have after the type change, regarding the type and amount of the shares of the partners after the type change It must include the following issues.

5. Changing the type of those responsible for the management of the company The written report they prepared about (Article 186)
In the report;
• The purpose and consequences of transforming into a new species,
• The establishment provisions regarding the new species have been fulfilled,
• The company agreement of the new type,
• The rate of change regarding the shares to be held by the new type of partners,
• Regarding the liabilities of the partners arising from the change of type, matters, legally and economically, with justifications given. is explained.

6. Decision regarding the acceptance of the type change (1 notary public certified)

7. At least 3 notarized Articles of Association (1 submitted more than will be kept in the Trade Registry File of our Directorate. The main contracts submitted have been approved as registered by our Directorate. will be returned to you.)

8. By the auditor in companies subject to audit; other In companies, the last balance sheet and certificate approved by the board of directors interim balance sheet when necessary,

9. Whether the capital of the company making the type change has been paid determination of whether the payment has been made, whether it remains unrequited, whether the company's equity is and if the company's land registry, ship and intellectual property registries and similar registries If there are registered assets, their fair values sworn financial advisor or independent accountant financial advisor report or if the company that has changed its type is subject to audit, the auditor's determination report on,

10.The company that changes its type; title deed, ship and intellectual property List of properties and rights registered in registries and similar registries, the registries in which these are registered and the relevant information regarding the goods and rights in question. Declaration containing information regarding the records in the registry,

11.With the permission of the Ministry or other official institutions or in accordance with If subject to opinion, this permission or appropriate opinion letter,

12. 2 Notarized Registrations according to the main contract Request

13.Changing type in small and medium-sized companies If the preparation of the report is waived by all partners, this written document regarding

14. NEW TAX NUMBER that will occur as a result of the type change tax office letter showing

INFORMATION :

Right to review

The following issues must be resolved thirty days after the decision is taken at the general assembly. It is first presented to the partners for review.
a) Type change plan,
b)Type change report,
c)Financial statements of the last three years,
d) Six months between the balance sheet date and the date of the type change report. If more than one month has passed or since the date of the last balance sheet In case of significant changes in the company's assets, The balance sheet and copies of the said documents are given free of charge to the partners who request it. The company informs the partners that they have the right to review appropriately. informs. (art. 188)

Partners' approval

The managing partners of the company, the above transactions Thirty days from the date of completion and the right to review is granted to the partners. Then, it submits the conversion plan to the partners for approval. Decision to change genre Unless there is a contrary provision in the company contract, it is approved unanimously by all partners.

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

CONVERSION OF A PERSONAL BUSINESS INTO A COMPANY TYPE

Article 194 of the Turkish Commercial Code No. 6102. In the article;
(1) A commercial enterprise shall be acquired by a commercial company. It can be combined by . In this case, depending on the type of the acquiring trading company, 138 Articles 140 to 140, 142 to 158 and articles 191 to 193 on common provisions Its provisions are applied by analogy.
(2) In case a commercial enterprise turns into a commercial company, 182 to 193 The third articles can be applied by analogy.
(3) In order for a trading company to be converted into a commercial enterprise, All shares of the commercial company in question shall be transferred to the person or person who will operate the commercial enterprise. must be taken over by persons and the commercial enterprise must be established on behalf of this person or persons. must be registered and announced in the trade registry. In this case, commercial enterprise If the converted trading company is a collective or limited company, the said debts of the trading company, the person and persons who will operate the commercial enterprise, Former partners of the trading company are also subject to the statute of limitations in Article 264. They are jointly and severally liable according to their titles. Articles 264 to 264 of this Law Article 266 also applies.
(4)The provision of the third paragraph of Article 182 is reserved.

1. Petition to the Trade Registry OfficePetition(1 pieces)
2. Petition to the Chamber Registry OfficePetition(1 pieces)
3.Commitment(1 pieces)
4. Prepared in writing by the Manager / Managers. replacement plan(2 pieces)(art. 185)
Type change plan;
• The trade name, headquarters and status of the company before and after its type change. information about the new species,
• The agreement of the joint stock company/limited company,
• Shareholders' ownership in the joint stock company after the type change It must contain explanations regarding the number, type and amount of shares.

5.Prepared in written form by the Manager / Managerstype replacement report(2 pieces)(article 186)
In the Type Change Report;
• The purpose and consequences of transforming into a joint stock company/limited company,
• The establishment provisions regarding the joint stock company/limited company have been fulfilled.
• The agreement of the joint stock company/limited company,
• Change regarding the shares to be held by partners in a joint stock company/limited company to the rate,
• Issues regarding the liabilities arising from the change of type for the partners, Legal and economic explanations with justification is available.

6.written statement regarding the acceptance of the type change (sample again in the same folder)

7. At least 1 notarized Articles of Association (1 submitted more than will be kept in the Trade Registry File of our Directorate. The main contracts submitted have been approved as registered by our Directorate. will be returned to you.)

8.2 original Registration Requests according to the articles of association

9. Competition Authority share will be deposited to the chamber cashier (004%)

10. At least ¼ of the capital committed in cash has been paid. bank letter regarding

11. Type change occurs after the trader's capital is paid or not. determination of whether the payment has been made, whether it remains unrequited, whether the company's equity is and if the company's land registry, ship and intellectual property registries and similar registries If there are registered assets, their fair values sworn financial advisor or independent accountant financial advisor report or if the company that has changed its type is subject to audit, the auditor's determination report on

12.The trader who changes his type; title deed, ship and intellectual property List of properties and rights registered in registries and similar registries, the registries in which these are registered and the relevant information regarding the goods and rights in question. Declaration containing information regarding the records in the registry

13.With the permission of the Ministry or other official institutions or in accordance with If subject to opinion, this permission or appropriate opinion letter

14. Showing the New Tax Number that will occur as a result of the type change tax office letter

Transformation of the Company into a Commercial Enterprise

Article 194/3-A commercial company's partnership with a commercial enterprise In order to be converted, all shares of the trading company in question, must be taken over by the person or persons who will operate the commercial enterprise and The business must be registered and announced in the trade registry on behalf of this person or persons. In this case, the commercial company converted into a commercial enterprise is a collective or The limited partnership company is responsible for the commercial enterprise from the debts of the said commercial company. The person and persons who will operate it and the former partners of the trading company are also included in the 264th They will be jointly and severally liable according to their capacity during the statute of limitations in the article. Articles 264 to 266 of this Law also apply to conversion.

Trade registry regulation article 134:

d)Regarding the registration of the new type (commercial enterprise) Required documents

–New Registration Request Petition

–Registration undertitle issued by a notary request letter(2 originals). (You must submit the Mersis Request number to the notary must.)

– Tax office imaging document of the commercial enterprise

e)The capital of the company making the type change whether it has been paid in full, whether it remains unrequited and whether the company's equity is CPA orCPA report regarding the determination and the consultant's activity certificate; type If the company that changed the company is subject to audit, these determinations auditor report and audit certificate

f)The title deed, ship and idea of ​​the company that changed its type property and rights registered in property registries and similar registries list, the registries in which they are registered and the relevant records of the goods and rights in question. declaration containing information about the records in the registry (1 original)

NOTE-1:The shares of the trading company It must be transferred to the person or persons who will operate it.

NOTE-2:In changing type, the company that changes type included in the assets; land registry, ship and intellectual property registries and similar Registration of goods and rights registered in the registry in the new name In order to be done without delay, by the directorate simultaneously with the registration of the new species. It is immediately reported to the relevant registry in a timely manner.

NOTE-3:A trading company can be converted into a commercial enterprise. In case of transformation, the registration of the issues related to the commercial enterprise and the type The fact that the legal personality of the changing trading company has ended is also registered. is done. Registration is done through the registry of the old species.(TSY-135/3)

NOTE-4:Due to the type change, the company's company at our directorate where the headquarters is located or at another Trade Registry Office. If there is a registered branch or branchesBranch Information Signing the declaration and submitting it as an attachment to the document, Branch(s) If it is not found, a signed declaration stating that it is not present must be given.