Change of Type of Limited Company to Joint Stock Company

According to sub-clause (a) of the first paragraph of Article 181 of the Turkish Commercial Code numbered 6102, a limited company can turn into a joint stock company. The founding provisions of the joint stock company to be established are applied in such changes. However, the provisions regarding the minimum number of shareholders and the placement of capital in kind are not applied in capital companies. The shares and rights of the partners are preserved in the change of type. Shares of the same value are given in return for preferred shares or an appropriate compensation is paid. Rights of the same value are given in exchange for dividend shares, or the actual value is paid on the date the conversion plan is issued.

The procedures regarding the type change are as follows:

1-Type change plan (art. 185)

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

Conversion plan;

a) Company's trade name, headquarters and information on the new type before and after the conversion,

b) Joint stock company agreement,

c) The explanations of the partners regarding the number, type and amount of the shares they will own in the joint stock company after the conversion,

must contain.

2-Type change report (art. 186)

The director or directors of the company prepare a written report on the conversion.

In the report;

a) The purpose and results of the transformation into a joint stock company,

b) The establishment provisions regarding the joint stock company have been fulfilled,

c) Joint stock company's agreement,

d) The exchange rate for the shares to be owned by the partners in a joint stock company,

e) If any, additional payment and other personal performance obligations and personal responsibilities arising from the transformation into a joint stock company with the partners,

f) Liabilities arising from change of type for partners,

Relevant matters are explained legally and economically by showing their justifications.

(With the decision of all partners, small and medium-sized companies may abandon the preparation of the conversion report.)

3-The following issues are submitted to the review of the partners thirty days before the decision is taken in the general assembly: (Art. 188)

a) Type change plan,

b) Type change report,

c) Financial statements of the last three years,

d) If more than six months have passed between the balance sheet date and the date of issue of the conversion report, or in the event of significant changes in the company's assets since the date of issuance of the last balance sheet, the interim balance sheet, copies of the aforementioned documents are given to the shareholders free of charge. The company informs the partners that they have the right to review properly.

4-Approval of the general assembly and quorums (art.189)

The director or directors of the company submit the conversion plan to the approval of the general assembly, thirty days after the above transactions are completed and the shareholders are given the right to be examined. The decision to change type is taken with the following quorums:

In limited companies, the conversion plan is taken by the decision of three-quarters of the partners, provided that they own at least three-fourths of the capital.

5- Registration (art. 189/2)

The director or directors of the company register the conversion and the contract of the new company. Type change gains legal validity with registration. Type replacement decisions will be announced in Turkey Trade Registry Gazette.

DOCUMENTS TO BE SUBMITTED TO THE REGISTRY DIRECTORATE (TSY-130)

1) Type Change Plan (TTK-185) (1 original)

2) Notarized General Assembly Decision on Type Change of Limited Liability Company (TTK-189) regarding the acceptance of the conversion plan (1 original-1 photocopy). (In the minutes, the type conversion plan and the type change report and the financial statements of the last three years (interim balance sheet, if any). It was submitted to the examination of the partners at the company headquarters thirty days ago in accordance with the article 188 of the TCC and the right to examine was used, The type conversion plan was accepted. The statements that it has been decided to be converted into a type must be included.)

3) List of Attendants (1 original)

4) Notarized Agenda Decision (1 photocopy) and a photocopy of the registry newspaper where the agenda was published

5) Type Change Report (TTK-186) prepared by the director or managers of the company (1 original). However, small and medium-sized companies may not issue an examination type change report if all partners approve the SMMM or SMMM report.

6) The final balance sheet approved by the auditor in companies subject to audit and by the company manager / managers in other companies and interim balance sheet when necessary (1 master)

7) Newly issued Joint Stock Company agreement (1 original - 1 copy)

8) YMM or SMMM report, which determines whether the capital of the company making the type change is paid, whether it is unpaid, the company's equity, and if the company has assets registered in the title deed, ship and intellectual property registries and similar registries, their fair values are determined (1 original) and the activity certificate of the consultant or, if the company that changes type is subject to audit, the report of the auditor on these determinations and the auditor b