TR
Limited Company Capital Increase
Limited Company Capital Increase
REQUIRED DOCUMENTS
The following documents are given in the registration application to the Directorate (TSY-93)
1) Petition
2) Notarized General Assembly Meeting Minutes (1 original - 1 copy)
3) List of Attendants (1 original)
4) If the capital increase is made only from internal resources or through cash capital commitment or from internal resources with capital commitment, the YMM or SMMM report stating that the entire capital has been paid, whether it is unpaid and the company's equity, whether the amount met from internal resources really exists within the company the original document or the auditor's report on these determinations and the auditor's certificate in companies subject to audit
8) The valuation reports prepared by the expert appointed by the court and the court decision regarding the determination of the value of the enterprises and real assets to be taken over with the capital in kind
9) A letter from the relevant registry stating that there is no limitation on the capital in kind
10) A document showing that the real estate, intellectual property rights and other values put as capital in kind are annotated to the registries in which they are registered.
11) If the capital increase is to be met by the new partner from outside, a notary affiliate commitment (1 original)
Notes:
a) In order to register the goods and rights registered as capital and registered in title deeds, ships, intellectual property and similar registries on behalf of the company without delay; A notification is made to the relevant registries simultaneously with the registration of the capital increase by the Trade Registry Office.
c) "In-kind capital - Operation transfer - Previous year profits - Shareholders' receivables from the company - Capital adjustment positive differences - Real estate sales profits - Cash Capital" which can be put as capital or which ones, should be decided according to the example specified in the attached decision. Examples of Financial Advisory Reports regarding the determination of internal resources that can be used as capital "Previous year profits report - Shareholders' receivables from the company - Capital adjustment positive differences report"
d) In order for the shareholders' receivables from the company (Payables to Partners) to be subject to capital increase by SMMM or YMM or the report of the auditor in companies subject to audit; It should be clearly stated in the submitted report that this receivable arises solely from a loan given to the company in cash and that this receivable arises from a cash borrowing. If these receivables do not arise from cash borrowing, they must be made with a report to be prepared by the experts appointed by the commercial court of first instance in the place where the company headquarters is located in accordance with Article 343 of the TCC numbered 6102.
Simultaneous reduction and increase
Documentation
Trade Registry Regulation Article 98- (1) In the event that it is decided to increase the capital at the same time as the reduced amount or by a higher amount, the following documents are also submitted to the directorate:
a) Notarized copy of the general assembly resolution regarding the simultaneous capital reduction and increase.
b) In the capital increase made simultaneously and in the same amount with the capital decrease, the increased capital is fully paid;
c) This permission or letter of approval for companies whose company contract changes are subject to the permission or approval of the Ministry or other official institutions.
d) The report of the certified public accountant or independent accountant financial advisor or the auditor's report on these determinations in the companies subject to audit, regarding the payment of the entire capital, whether it is unpaid and the determination of the company's equity.
Registration
Trade Registry Regulation Article 99- (1) The decrease and increase of the capital are registered simultaneously. Articles 95 and 97 regarding the increase and decrease of the capital are applied in the registration.
NOTE: You need to apply online at https://mersis.gtb.gov.tr/.
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