Edit Company

Shareholders’ and company’s needs may alter over time as the company changes in size. Most of the time, edit company is a better and permanent solution than dissolution or other legal remedies. The procedure, however, takes time & effort and that’s where we can offer our help.

• Preparation of “Change of Type Report”, which contains the recent balance sheet and confirms that the capital has been paid in full, by a certified public accountant.
• Drafting “Change of Type Plan” and a report explaining the aim and consequences of the company type change by the Board of Directors.
• Examination of these documents by the shareholders
• Affirmative vote of qualified majority of the shareholders at general assembly meeting
• Registry of the general assembly resolution at the trade registry and announcement in the Turkish Trade Registry Gazette.

An article of associations may be amended for a variety of reasons; capital increase, capital reduction, creation of a new class of shares, initiating public offerings, or reflecting a change in the law or market practice. Especially, if you purchase a shelf company, it is quite likely that you will want to make changes in its articles of association.

Amendments to the articles of association can be made by way of inserting new provisions into the contract, annulling a provision partially or wholly, or amending statements.

The procedural steps are as follows:

• Preparation of the “Amendment Draft” (by the Board of Directors in JSCs and by the Board of Managers in LLCs)
• Permission from the Ministry of Trade (only required for the companies which are subject to significant regulatory and supervisory requirements, due to their fields of activity, such as energy, banking, financial leasing etc.
• Invitation to the General Assembly Meeting
• Resolution of the GA
• Registration and Announcement

The General Assembly of an LLC can remove the managers from office or restrict their management rights and representative authority. Similarly, in a JSC, the members of the board of directors can be dismissed by resolution of the General Assembly is there is a relevant item on the agenda or a fair cause. The shareholders have exclusive authority to appoint directors and managers.