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In order to expand the commercial activities of the company, a branch can be opened at any address they wish. Branch openings can be made with or without registration.

The branch opened by the company in order to expand its commercial activities can be closed at any time.

409th and 617th of the Turkish Commercial Code ('TCC') numbered 6102, the closing of the fiscal year for the first joint stock and limited liability companies, approval of the financial statements, approval of the audit report for companies subject to independent audit, as well as realization of other necessary matters concerning the activity period. it is a mandatory meeting. TCC company companies are required to share the Ordinary General Assembly meeting 3 months from the end of its financial year.

Also; The agenda items to be discussed in the Ordinary General Assembly meetings should be determined. An Annual Report should be prepared by company directors in limited companies and by the board of directors in joint stock companies. Pursuant to the TCC, the annual report is a report that accurately and honestly reflects the activity and financial status of joint stock and limited companies for that year and must be prepared by the board of directors.

Extraordinary General Assembly meetings can be held at any time if deemed necessary. . The TCC assigned the duty of inviting the general assembly to the ordinary meeting to the board of directors, and the duty to invite the general assembly to the extraordinary meeting both to the board of directors and to the auditors.

In joint stock companies, during the establishment phase, the articles of association must be made in writing and the signatures of all founders must be notarized. The mandatory records to be included in the articles of association of the joint stock company are specified in Article 339 of the Turkish Commercial Code. These are respectively;

  1. The company's trade name and the place where its headquarters will be located
  2. Business subject of the company with its essential points specified and defined
  3. The capital of the company and the nominal value of each share, the terms and conditions of their payment
  4. Shares shall be registered or bearer; privileges given to certain shares; transfer limitations
  5. Rights and rights granted as capital other than money; their values; The amount of shares to be given in return for them is a business and in case of a purchase once a month, the cost of them and the price of the goods and rights purchased by the village guards for the establishment of the Company, and the amount of the fee, allowance or reward that should be given to those whose services were provided for the establishment of the company.
  6. Benefits to be provided to the founders, board members and other persons from the company's profit
  7. Number of members of the board of directors, among them those authorized to sign on behalf of the company
  8. How the general assemblies will be invited to the meeting; voting rights
  9. If the company is limited to a period of time, this period
  10. How to make announcements for the company
  11. Types and amount of capital shares committed by shareholders
  12. Company accounting period

However, the first members of the board of directors are appointed by articles of association. A articles of association that does not include mandatory matters in the articles of association will be void due to violation of the mandatory provisions.

The minimum content that must be included in the limited partnership agreement, article 576 of the Turkish Commercial Code, is regulated under the heading 'Mandatory Records'. The article is mandatory, that is, missing one of these provisions voids the contract and cannot be registered until the contract is completed incompletely. The records that must be in the contract are as follows;

  1. The trade name of the company and the location of its headquarters
  2. Business subject of the company with its essential points specified and defined
  3. Nominal amount of basic capital, number of basic capital shares, nominal values, privileges, if any, groups of basic capital shares
  4. Names, surnames, titles, nationalities of directors
  5. Form of the announcements to be made by the company

In addition to these, the shareholders can put the records they want in the company agreement, provided that they are not against the mandatory provisions.

Companies may have to increase their basic capital due to the inability to find debt, to ensure the survival of the company, to realize their projects, to borrow more unfavorable consequences, and the need to complete the capital as a result of losses. The capital can only be increased by changing the articles of association.

Capital increase is a transaction that requires amendment to the articles of association, and in joint stock companies where the capital increase system is adopted, the general assembly; In companies that adopt the registered capital system, the board of directors in the Law No. 456/2. Decides in accordance with the article.

Since the issue of increasing and decreasing the capital is not the subject of this study, only a few important issues will be discussed here.

For example, should it be explained with a justification why the capital needs to be increased in order to make a change in the articles of association? If not, can this decision be canceled?

The fact that there is no justification alone cannot be a reason for cancellation. As a rule, the capital increase is valid even if no justification is given. In other words, the capital increase change should not be canceled just because there is no justification. However, if the purpose of increasing the capital is to damage the stakeholders, then it will be canceled.

Pursuant to Article 473 of the TCC, if a joint stock company does not reduce its capital and issue new shares to be paid in full to replace the reduced portion, the general assembly shall decide to amend the articles of association as required. In the invitation announcements for the general assembly meeting, in the letters and in the website notification, the reasons for the capital decrease and the purpose of the reduction and how the reduction will be made are explained in detail and in accordance with the principles of accountability. In addition, the board of directors submits a report containing these issues to the general assembly, the report approved by the general assembly is registered and announced.

Generally, a company does the reduction of the basic capital for the purposes of taking the current company loss out of the structure, returning the reduced amount to the shareholders or similar purposes. Methods such as reducing the number of shares or decreasing the nominal value of shares are among the methods used to decrease the basic capital. Capital reduction is only possible with a change in the articles of association.

Partnerships can be established through share transfers in companies within the scope of the Turkish Commercial Code. Please take advantage of the legal consultancy services of KTG CONSULTANCY for partnership conditions, rates, protecting the interests of the parties, and making the transactions in a planned and regular time.

Related Company Share Transfer Issues;

  • Joint Stock Company Share Transfer
  • Limited Company Share Transfer

In order to minimize the risks in company acquisitions and / or mergers, first of all, it is necessary to evaluate not only the balance sheet, but also the human resources systems, management information systems and business processes. For example, how issues such as new risks taken by the company during the purchasing process and differences in purchasing policies and practices will affect the value of the company should be evaluated from the beginning.

While mergers are an important opportunity to prepare for the future, good management of this process is also critical for achieving desired results.

Our institution provides services for preparing comprehensive information documents, determining and inviting potential investors, negotiating and completing the transaction. Potential buyers include identifying suitable candidates, conducting due diligence for the company in question by interviewing company officials, and negotiating and finalizing acquisitions, mergers, partnerships or other transactions. Post-merger / division support services are also provided for the proper implementation of customer targets.

Selling or buying a company, establishing a partnership structure, financing a company or solving company problems, etc. Whatever is needed, today's business world is under more pressure than ever to produce better and longer-lasting results for its stakeholders.

As KTG CONSULTANCY, with the guidance of our team responsible for trade registry transactions, we can think like an investor who gets fast results and enable you to see beyond the primary challenges against opportunities that will create and trigger strategic change, and help you make the right decision at the right time.

Branch and liaison offices of foreign companies in Turkey under the Turkish Commercial Code is free. Turkey can establish a branch in any province or district. Permission must be obtained from the Ministry of Industry and Technology for this.

The capital of the foreign company must be divided into shares, unless its capital is divided into shares, it cannot open a branch. Permission must be obtained from the Ministry of Industry and Technology for the establishment of a branch and from the General Directorate of Foreign Capital for the establishment of a liaison office / bureau. Foreign companies first residence if they want to open a branch in Turkey in Turkey or residence permit were duly authorized attorney (director) appointed by must apply to the Industry and Technology Ministry of Internal Trade Directorate General with the following documents.

With the expertise that has on establishment of companies, offering our customers the fastest and most economical solutions for company establishment process in Turkey has become a solution partner.

KTG CONSULTING, to invest in Turkey and plans to operate domestic and foreign partner companies, from start to finish, the company offers a fully comprehensive and detailed installation services;

  • Liquidation Entry Transactions
  • End of Liquidation Process
  • Closing Process

Our services also;

  • Preparation (or amendment) of main contracts,
  • To be registered and announced to the trade registry, to register with the tax office, SGK and other public institutions,
  • It includes consultancy on Labor Law, Social Security Law, Commercial Law and Tax Law and their implementation.

KTG CONSULTANCY also offers company liquidation, follow-up and termination of liquidation and liquidation officer services.