DOCUMENTS
REQUIRED FOR AMENDMENTS IN ARTICLES OF ASSOCIATION
OF JOINT STOCK AND LIMITED LIABILITY COMPANIES |
A-
Petition for registration bearing the company’s
trade name, signed by company officials,
B-
Amendment text
which has been approved by the shareholders’
meeting in joint stock companies and by board of shareholders
in limited liability companies, in 3 copies,
C-
Minutes of the shareholders’ meeting for joint
stock companies and for limited liability companies
having more than 20 shareholders; resolution of board
of shareholders for limited liability companies having
20 or fewer shareholders,
D-
For joint stock
companies, list of participating shareholders at the
shareholders’ meeting,
E-
Letter of the Ministry of Industry and Trade assigning
commissioner for the shareholders’ meeting for
joint stock companies and limited liability companies
having more than 20 shareholders,
F-
For joint stock companies specified in Article 5 of
this Communique, the original letter of permit from
the Ministry.
In addition to the ones listed above, the following
documents has to be attached to the petition where
necessary:
In case the resolution of the shareholders’
meeting concerning the amendments in the articles
of association are of an essence that may violate
the rights of preferential stockholders; minutes of
the special meeting of preferential stockholders and
the list of the participating shareholders,
In case there are holders of various types of shares
with different preferences in joint stock companies;
in addition to the resolution of the shareholders’
meeting for amedments in the articles of association
for a capital increase, minutes of every special meeting
made by the holders of every different type of share
and the relevant list of the participating shareholders,
For amendments in articles of association for a capital
increase; report of a Sworn Financial Auditor or a
Sworn Accountant and Financial Counselor in accordance
with the form given in Annex 3 of this Communique,
certifying that the previous capital has been paid
up,
In case the capital increase is being made by capital
in kind or by transfer of another company; expert
report ascertaining these and the related court decision
for expert assignment,
In case the capital increase is being made by way
of supplementing shareholders’ credits; expert
report of the court ascertaining these and the related
court decision for expert assignment or report of
a Sworn Financial Auditor (YMM) or a Public Accountant
and Financial Counselor (SMMM),
In case an immovable or a vehicle is being put in
as capital in kind; documents certifying that there
is no restriction on the subject immovable and that
there is no limitation for title transfer of the subject
vehicle,
In case the capital increase is being made by way
of depositing in stocks or supplementing revaluation
reserves, revaluation reserves from participations,
cost revaluation reserve, participations’ shares
or proceeds from sales of fixed assests; report of
a Sworn Financial Auditor (YMM) ascertaining these,
In case the capital increase is being made by foreign
shareholder depositing in the stocks of companies
established in foreign countries; the original copy
of the document issued by the institutions authorized
for value assessment in accordance with the laws of
the country of origin or experts assigned by the courts
of the country of origin or by international rating
companies, approved by the related Turkish Consulate
or approved in accordance with the provisions of the
Convention on the Abolishing the Requirement of Legalization
for Foreign Official Documents Approval Obligation,
prepared on the basis of the Hague Conference on International
Private Law and its Turkish translation,
In case the capital increase is being made by way
of supplementing the extraordinary reserves and undistributed
profits to the company capital; report of a Sworn
Financial Auditor (YMM) or a Public Accountant and
Financial Counselor (SMMM) ascertaining these,
In case the company capital is to be reduced, expert
report prepared by three experts ascertaining that
the company assets cover the receivables of the company
creditors and the related court decision for expert
assignment,
Since Turkish citizens residing abroad are deemed
as foreign investors in accordance with Foreign Direct
Investment Law No: 4875, in case these persons apply
at the Trade Registry Offices for investing within
the framework of the subject law, work and residence
permits of these citizens.
Registry outline from the related chamber to accompany
reports prepared by occupational members licensed
in accordance with Law No: 3568.
