Whether you need to transfer shares, increase capital, appoint new directors, change your registered address, convert your entity type, or wind down operations entirely, Turkish commercial law provides a structured framework for every type of company amendment. Celikel CPA guides foreign investors and domestic businesses through each procedure, from Trade Registry filings to tax office notifications, ensuring full compliance with the Turkish Commercial Code and related regulations.
✓ Licensed CPA Firm Authorized by Turkish Ministry of Finance
✓ End-to-End Amendment and Liquidation Support
✓ Bilingual Team Serving International Clients
The Turkish Commercial Code (Law No. 6102) [1] governs all amendments to corporate structure, ownership, and governance for companies operating in Turkey. As businesses evolve, they frequently need to adapt their legal and organizational framework to reflect new market conditions, shifts in ownership, or strategic restructuring decisions. Turkish law accommodates these changes through well-defined procedures, though each type of amendment carries its own documentation, approval, and registration requirements.
Every significant change to a company's legal status must be registered with the relevant Trade Registry Office and published in the Trade Registry Gazette (Turkiye Ticaret Sicili Gazetesi). This publication requirement ensures transparency and provides legal notice to third parties, creditors, and public authorities. Failure to register amendments within the prescribed periods may result in administrative penalties and complications in subsequent transactions.
Celikel CPA provides professional support for all of the above amendment types. Our team manages the full cycle from drafting the required resolutions and notarizing documents through Trade Registry submission, tax office notification, and any follow-up compliance obligations. For a comprehensive overview of establishing a company before amendments become relevant, see our company formation in Turkey guide.
Transferring ownership interests in a Turkish company is one of the most common corporate amendments. The procedure differs significantly between Limited Liability Companies (LLC / Ltd. Sti.) and Joint Stock Companies (JSC / A.S.) due to their distinct governance structures and the nature of their ownership instruments.
Share transfers in an LLC are subject to stricter requirements because the ownership structure of a limited liability company is closely held and partner relationships carry greater significance under the TCC.
Share transfers in a Joint Stock Company are generally more flexible, as JSC shares are designed to be freely transferable through share certificates.
| Requirement | LLC (Ltd. Sti.) | JSC (A.S.) |
|---|---|---|
| Transfer Instrument | Notarized share transfer agreement | Endorsement of share certificate |
| Approval Required | General assembly (3/4 majority per TCC Art. 595) | Board of directors resolution |
| Notarization | Mandatory | Not required for endorsement transfers |
| Trade Registry Filing | Required | Not required for standard transfers (ledger update suffices) |
| Pre-emption Rights | Existing shareholders hold pre-emption rights | Only if specified in articles of association |
| Typical Timeline | 5 to 10 business days | 1 to 3 business days |
When a share transfer involves a foreign investor (either as transferor or transferee), the transaction must be reported to the Ministry of Industry and Technology for Foreign Direct Investment (FDI) compliance purposes. This notification is an informational filing under FDI Law No. 4875 [3] and does not constitute an approval requirement, but failure to file may result in administrative penalties. Celikel CPA handles all FDI notifications as part of our share transfer service.
Adjusting a company's registered capital is a significant corporate action governed by the TCC and the Trade Registry Regulation [2]. Whether increasing capital to fund growth or decreasing it to reflect operational realities, each direction follows a distinct procedural path with specific safeguards.
A capital increase strengthens the company's financial base and may be required for operational expansion, meeting regulatory thresholds, or satisfying contractual obligations. The key procedural requirements include:
Capital reductions are subject to stricter requirements because they directly affect creditor protection. The TCC mandates a creditor notification process to ensure that outstanding obligations can be addressed before capital is returned to shareholders.
Both capital increase and decrease procedures require careful coordination between legal, accounting, and banking functions. Our accounting services team ensures that the financial records, tax implications, and registry filings are handled consistently throughout the process.
Relocating a company's registered office in Turkey involves notifications to multiple authorities. The process varies depending on whether the move is within the same province or to a different province. An inter-provincial move effectively requires de-registration from the original Trade Registry and re-registration at the new location.
| Step | Authority / Action | Required Documents | Timeline |
|---|---|---|---|
| 1 | General Assembly Resolution (or Board Resolution for JSC) | Notarized minutes, amended articles of association | 1 to 2 days |
| 2 | Trade Registry Office | Application petition, resolution, updated articles, new lease agreement | 3 to 5 days |
| 3 | Tax Office Notification | Updated registration form, new address documentation | 3 to 5 days |
| 4 | SGK (Social Security) Notification | Workplace change notification form | 10 days (statutory deadline) |
| 5 | Municipal Permits and Licenses | Updated operating license application (if applicable) | Varies by municipality |
Following an address change, the tax office will typically schedule a new address verification visit (Yoklama) to confirm the company's physical presence at the updated location. The premises should have proper company signage and be accessible during business hours. For companies using serviced offices, the space must demonstrate genuine business activity.
Changes in company management are among the most frequent amendments filed with the Trade Registry. The procedure depends on the company type and requires proper documentation to ensure the new appointees are legally recognized.
Management authority in an LLC is exercised by one or more managers appointed through a general assembly resolution. Changes in management require the following:
Board members in a Joint Stock Company are elected by the general assembly, though interim appointments may be made by the board itself under certain conditions (TCC Art. 363). The process includes:
For foreign nationals appointed as managers or directors, a Turkish tax identification number and, where applicable, a work permit must be obtained. Our consulting team coordinates these requirements alongside the registry filings.
A company's trade name (unvan) and its registered scope of activity (isletme konusu) are fundamental elements of its articles of association. Modifying either requires a formal amendment process and approval from the Trade Registry.
Our tax services team reviews the tax implications of any activity scope changes and ensures that NACE code updates are consistent across the Trade Registry, tax office, and e-invoice system records.
The Turkish Commercial Code (Articles 180 to 190) [1] provides a legal framework for converting one company type to another. The most common conversion scenarios are transforming an LLC into a JSC (to access capital markets or meet regulatory requirements) or converting a JSC into an LLC (to simplify governance and reduce compliance costs).
A type conversion does not result in the dissolution of the existing entity. Instead, the company continues its legal existence under the new form, retaining its tax identification number, contractual obligations, and ongoing relationships. However, the process involves substantial documentation and requires careful planning.
Type conversions are complex transactions that require coordination between legal counsel, independent auditors, and accounting professionals. Celikel CPA manages the financial and registry aspects of the conversion while coordinating with your legal advisors to ensure a seamless transition. For companies considering formation from the outset, choosing the right structure initially can avoid the need for a later conversion; see our company formation guide for entity selection guidance.
When a company's purpose has been fulfilled, the business is no longer viable, or shareholders decide to discontinue operations, the Turkish Commercial Code provides a structured liquidation procedure. Liquidation is not instantaneous; it involves defined legal periods, creditor protection mechanisms, and multiple government notifications before the company can be formally deleted from the Trade Registry.
The general assembly passes a resolution to dissolve and liquidate the company. A liquidator (tasfiye memuru) is appointed to manage the winding-down process. The liquidator may be a current manager, shareholder, or an external professional. In an LLC, the resolution requires the approval of shareholders representing at least three-quarters of the total capital. In a JSC, the general assembly decides by qualified majority.
The liquidation resolution is filed with the Trade Registry Office. The company's trade name is amended to include the suffix "in liquidation" (tasfiye halinde). From this point forward, all company documents, invoices, and correspondence must bear the amended title. The liquidation is published in the Trade Registry Gazette along with a public notice to creditors.
Under TCC Article 541, the liquidator must publish a creditor call notice in the Trade Registry Gazette a minimum of three times, inviting all known and unknown creditors to present their claims. A mandatory six-month waiting period begins from the date of the third publication. During this period, the liquidator settles known debts, collects outstanding receivables, and converts company assets to cash where necessary.
After the six-month creditor period expires and all obligations are settled, the liquidator prepares a final balance sheet and distributes any remaining assets to the shareholders in proportion to their ownership. The following clearances must be obtained before the company can be deleted from the Trade Registry:
Due to the mandatory six-month creditor call period established by TCC Article 541, company liquidation in Turkey cannot be completed in less than approximately six months from the date of the initial Trade Registry filing. In practice, most liquidations take between eight and twelve months when accounting for document preparation, tax audits, and clearance procedures. Complex cases involving disputes, ongoing tax examinations, or significant asset portfolios may extend to one year or longer.
Managing corporate amendments and liquidation procedures requires a firm that understands both the regulatory framework and the practical realities of working with Turkish government authorities. Celikel CPA provides comprehensive support for every type of company change, serving as a single point of contact between your business and the relevant institutions.
Whether you are transferring shares, restructuring your entity, or initiating liquidation, Celikel CPA provides the professional guidance and hands-on support you need. Contact us for a consultation tailored to your specific amendment requirements.
The company amendment and liquidation procedures described on this page are grounded in the following official Turkish legislation and regulatory sources: