Limited Liability Company Branch Opening Consulting

Limited Liability Company Branch Opening Consulting  Services

Address Change – Transfer

  1. Application letter (it should be signed by the authorized signatory of the company under the seal of the company, be attached with the power of attorney if it is signed by proxy, and contain the document breakdown attached.)
  2. Resolution of General Assembly (Notarized, in 2 copies); in addition, list of participants, if drawn up

Call procedure in the event that all shareholders do not participate in the assembly: The General Assembly meeting is called by the Directors at least 15 day prior to the day of meeting (exclusive of the day of call and day of meeting). The Articles of Association may provide for a longer period or a period as short as 10 days. The General Assembly meeting is called, as provided for in the Articles of Association, by an announcement published in the Turkish Trade Registry Gazette – as well as an announcement on the website of the company, if needed. The shareholders listed in share ledger and the shareholders who have advised their addresses submitting a share certificate or another document evidencing that they are a shareholder, are notified of the date and agenda of the meeting as well as the gazettes on which the relevant announcement are published, by registered mail. Accordingly, in the event that all shareholders have not participated in the meeting, a copy of the Trade Registry Gazette on which the announcement on meeting was published, and the evidencing documents of notification sent by registered mail should be attached to the application for registration. In addition, if the Articles of Association provides for a special procedure of call, the documents related to such procedure should be attached.

Opening Branch Offices

At the first application of registration following the proceedings for opening a branch office, the concerned people should submit a copy of tax chart along with the registration documents.  Application will in no way be accepted unless the tax chart is submitted.

  • Application letter (it should be signed by the authorized signatory of the company under the seal of the company, be attached with the power of attorney if it is signed by proxy, and contain the document breakdown attached.) The application letter should explicitly indicate the business name, capital, start date of business of the company and its subject of the actual activities on that date together with NACE code and it should state that the information provided are true and correct and the undersigned will be liable if otherwise identified.)
  • Resolution of General Assembly (Notarized, in 2 copies) as to branch opening; in addition, list of participants, if drawn up
  • Call procedure in the event that all shareholders do not participate in the assembly: The General Assembly meeting is called by the Directors at least 15 day prior to the day of meeting (exclusive of the day of call and day of meeting). The Articles of Association may provide for a longer period or a period as short as 10 days. The General Assembly meeting is called, as provided for in the Articles of Association, by an announcement published in the Turkish Trade Registry Gazette – as well as an announcement on the website of the company, if needed. The shareholders listed in share ledger and the shareholders who have advised their addresses submitting a share certificate or another document evidencing that they are a shareholder, are notified of the date and agenda of the meeting as well as the gazettes on which the relevant announcement are published, by registered mail. Accordingly, in the event that all shareholders have not participated in the meeting, a copy of the Trade Registry Gazette on which the announcement on meeting was published, and the evidencing documents of notification sent by registered mail should be attached to the application for registration. In addition, if the Articles of Association provides for a special procedure of call, the documents related to such procedure should be attached.
  • Decision of appointment of a guardian issued by the court for the underage shareholder if an underage person, his/her parent(s) or one of his/her parent(s) is a shareholder of the company.
  • The specimen signatures under the business name of the branch office by the branch office representative(s)
  • The certificate to be issued pursuant to the Art. 120 by the Trade Registry of the head office if the Trade Registry in which the head office is registered is outside Istanbul
  • The articles of association and amendments thereto, if any, registered by  the Trade Registry of the head office if the Trade Registry in which the head office is registered is outside Istanbul as well as the certified copies of the registrations of the latest shareholders and the Trade Registry Gazette indicating the last registration made in the head office.
  • Statement of Chamber Registration (to be signed by, and bear the photo of the branch office representative)

 Closing Branch Office

  • Application letter (it should be signed by the authorized signatory of the company under the seal of the company, be attached with the power of attorney if it is signed by proxy, and contain the document breakdown attached.)
  • Resolution of General Assembly (Notarized, in 2 copies) as to branch closing; in addition, list of participants, if drawn up
  • Call procedure in the event that all shareholders do not participate in the assembly: The General Assembly meeting is called by the Directors at least 15 day prior to the day of meeting (exclusive of the day of call and day of meeting). The Articles of Association may provide for a longer period or a period as short as 10 days. The General Assembly meeting is called, as provided for in the Articles of Association, by an announcement published in the Turkish Trade Registry Gazette – as well as an announcement on the website of the company, if needed. The shareholders listed in share ledger and the shareholders who have advised their addresses submitting a share certificate or another document evidencing that they are a shareholder, are notified of the date and agenda of the meeting as well as the gazettes on which the relevant announcement are published, by registered mail.
  • Accordingly, in the event that all shareholders have not participated in the meeting, a copy of the Trade Registry Gazette on which the announcement on meeting was published, and the evidencing documents of notification sent by registered mail should be attached to the application for registration. In addition, if the Articles of Association provides for a special procedure of call, the documents related to such procedure should be attached.
  • A copy of the Trade Registry Gazette showing the latest shareholders or the trade registration copy showing the latest shareholders, issued by the relevant trade registry, if the head office of the company is in another province.
  • Decision of appointment of a guardian issued by the court for the underage shareholder if an underage person, his/her parent(s) or one of his/her parent(s) is a shareholder of the company.

Transfer of Head Office of a Limited Liability Company the head office of which is within the jurisdiction of another Trade Registry

At the first application of registration following the proceedings for transfer of head office, the concerned people should submit a copy of tax chart along with the registration documents for once. Application will in no way be accepted unless the tax chart of the company is submitted.

Application letter (it should be signed by the authorized signatory of the company under the seal of the company, be attached with the power of attorney if it is signed by proxy, and contain the document breakdown attached.) The application letter should explicitly indicate the business name, capital, start date of business of the company and its subject of the actual activities on that date together with NACE code and it should state that the information provided are true and correct and the undersigned will be liable if otherwise identified.)

  • The certificate to be issued pursuant to the Art. 111 of the Trade Registration Regulation by the Trade Registry of Commerce from which the head office is transferred.
  • The articles of association and amendments thereto, if any, registered by  the Trade Registry from which the head office is transferred as well as the certified copies of the registrations of the latest shareholders and the Trade Registry Gazette indicating the last registration made in the head office.
  • The Notarized Resolution of General Assembly showing the new text of the amended article regarding the head office of the articles of association (in 2 copies); in addition, list of participants, if drawn up
  • Call procedure in the event that all shareholders do not participate in the assembly: The General Assembly meeting is called by the Directors at least 15 day prior to the day of meeting (exclusive of the day of call and day of meeting). The Articles of Association may provide for a longer period or a period as short as 10 days. The General Assembly meeting is called, as provided for in the Articles of Association, by an announcement published in the Turkish Trade Registry Gazette – as well as an announcement on the website of the company, if needed. The shareholders listed in share ledger and the shareholders who have advised their addresses submitting a share certificate or another document evidencing that they are a shareholder, are notified of the date and agenda of the meeting as well as the gazettes on which the relevant announcement are published, by registered mail.
  • Accordingly, in the event that all shareholders have not participated in the meeting, a copy of the Trade Registry Gazette on which the announcement on meeting was published, and the evidencing documents of notification sent by registered mail should be attached to the application for registration. In addition, if the Articles of Association provides for a special procedure of call, the documents related to such procedure should be attached.
  • TC ID Numbers of the Latest Shareholders
  • The specimen signature under the business name of the company by the managers
  • Chamber registration statement (to be signed by the authorized signatories with the photos of shareholders)
  • Foundation Notification Form (in 2 copies), if there is any foreign shareholder.
  • Notarized copy of the passport and the unexpired residence permit of the Foreign shareholder, if residing in Turkey, in the event that these are not included in the file coming as a result of the head office transfer.
  • Decision of appointment of a guardian issued by the court for the underage shareholder if an underage person, his/her parent(s) or one of his/her parent(s) is a shareholder of the company.

Source:ITO

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