Joint Stock Company Changes to Limited Liability Company

Joint Stock Company Changes to Limited Liability Company

 

According to sub-clause (a) of the first paragraph of Article 181 of the Turkish Commercial Code numbered 6102, a joint stock company can turn into a limited company. In such changes, the establishment provisions of the limited company to be established are applied. However, the provisions regarding the minimum number of partners and capital in kind do not apply. The shares and rights of the partners are preserved in the change of type. For non-voting shares, shares of equal value or shares with voting rights are given to their owners. 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 company's board of directors.

Conversion plan;

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

b) Limited company's agreement,

c) The explanations of the partners regarding the shares and amounts they will have in the limited company after the conversion,

must contain.

2-Type change report (art. 186)

The company's board of directors prepares a written report on the change of type.

In the report;

a) The purpose and results of transformation into a limited company,

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

c) Limited company's agreement,

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

e) If any, additional payment and other personal performance obligations and personal responsibilities arising from the transformation into a limited liability company,

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 date of the balance sheet and the date of issue of the conversion report, or in the event of significant changes in the company's assets since the last balance sheet was issued, the interim balance sheet,

Copies of the aforementioned documents are given free of charge to the partners who request it. The company informs the partners that they have the right to review properly.

4-Approval of the general assembly and quorums (art. 189) (art. 418,421)

The company's board of directors submits the conversion plan to the approval of the general assembly, thirty days after the aforementioned procedures are completed and the shareholders are given the right to be examined. The decision to change type is taken with the following quorums:

In joint stock companies, the conversion plan is taken with the approval of all shareholders, if an additional payment or personal performance obligation will arise in addition to two-thirds of the votes available at the general assembly, provided that it meets two thirds of the basic or issued capital.

5-Registration (article 189/2)

The company's board of directors registers the contract of the limited company with the decision of the general assembly regarding the change of type. 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) Board of Directors Type Change Plan approved by the General Assembly (TTK-185) (1 original)

2) Notarized general assembly meeting minutes regarding the acceptance of the conversion plan (TTK-189) (1 original - 1 copy) (In the minutes, the conversion plan and the type change report and the financial statements of the last three years (interim balance sheet, if any) TCC 188 art. thirty days ago, the right to review has been exercised, the conversion plan has been accepted, and the company has been decided to be transformed into a Limited Liability Company.)

3) Type Change Report prepared by the Board of Directors (TTK-186) (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.

4) Final balance sheet approved by the auditor in companies subject to audit and by the company director / managers in other companies and interim balance sheet when necessary (1 master)

5) New limited company agreement (1 original - 1 photocopy)

6) 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) with the activity certificate of the consultant or the company that changes type