Change Type In The Company

Change Type In The Company

PROCESSES NEEDED TO BE CONVERTED TO THE TYPE OF TRADING COMPANY, SOLE PROPRIETORSHIP

Trading of a company to turn into a commercial enterprise, A commercial enterprise is to become a legal entity by changing its shape.

Each trading company regardless of the responsibility of the system to which it is subject, can turn into a business.

Occur as a result of conversion turned into a commercial enterprise that is a continuation of the trading company.

The personal liability of the partners of the transformed company and the obligations arising from the employment contract about the article 194 of the Turkish Commercial Code shall apply the provisions of the third paragraph of Article 190 with.

Article 376 of the Turkish Commercial Code No. 6102 in the scope of Joint Stock Companies with limited liability companies under the provisions of commercial companies in liquidation, with 633 they can become commercial enterprises.

In the transformation of a trading company to a commercial enterprise, 180 and 182 to 190 of the Turkish Commercial Code No. 6102 Article shall be applied mutatis mutandis Pearl.

Necessary documents to change the type of the trading company;

a)petition to the commercial register in the department (to the IRS that will be connected must be specified, and signed by an authorised person) a copy of the power of attorney must be attached).

b)the petition to the presidency of the Chamber of Commerce (the IRS that will be connected must be specified, and signed by an authorised person) a copy of the power of attorney must be attached).

c)approved by the General Assembly to change plan type

D)where subject to the control of the company that changed the genre by the auditor; approved by the Board of Directors in other companies as needed or Dec last balance sheet balance sheet

e)change the type of report prepared by the management bodies of the company

F)notarized copy of the General Assembly resolution on how to replace, type (1 original copy 2)

g)documents required for the registration of the new type

H)who made the change type of the company, the whole capital has been paid, remained unrequited and, if the determination of the equity of the company regarding the report of a certified public accountant or certified public accountant, is to be subject to the control of the company in case that changed the genre of these findings, the auditor's report,

I) the land of the company that changed the genre, ship, and intellectual property rights assets, which are recorded in a similar track record with their record and a list of them is registered with the record in question contains information about the goods and relevant records in the Register of rights declares that

i)the person who will run the business of the company commercial trading of the shares is transferred to probative documents,

j)small and medium sized companies in the report change type from the editing of all partners in case of cancellation by document given to the manager in relation to it.

The trading company of the type of processes needed to be converted to individual enterprises

In the case of its transformation into a trading company of a business of Article 194 paragraph 2 of the law.paragraph of Article 182 and 193 shall be applied mutatis mutandis.

a)the founding documents of the genre into a new business of a trading company,

b)regarding the determination of the elements of the value of the assets of commercial enterprises certified public accountant or a certified public accountant with the report of the genre's land that changed continuously ozgulenmi commercial enterprises, ships and intellectual property rights in which are recorded the assets and a similar track record with their record list, the record in question is registered with them of the goods and rights where relevant representations to the department about records that contain information in the register is given.

OF THE LIMITED LIABILITY COMPANY JOINT-STOCK COMPANY TO BE CONVERTED TO THE TYPE OF THE PROCESSES THAT ARE REQUIRED

The first paragraph of Article 181 of the Turkish Commercial Code No. 6102 of subparagraph (a) a limited liability company into a joint stock company will be able to turn. Such changes shall apply to the establishment of new joint stock companies which will be established. However, the shareholders in the company capital the minimum capital the provisions relating to the number and kind do not apply. Kind of changing the company shares and rights of partners are protected. Of privileged shares in return for shares of equal value that are issued or an appropriate compensation shall be paid. Redeemed in exchange for shares or rights are provided with the same value to change the type of the actual value at the date the plan is paid.

The procedures for changing the kind are mentioned below:

1-Kind replacement plan (md. 185)

Genre change in writing by the Director of the company or the Director plan is prepared.

Type modification of the plan;

a) company's Trade Center and the new type without changing the type of information regarding previous and next,

b) The agreement of the Joint Stock Company,

c) after you change the type of the partners in the Company The number of shares they have, the type and amount of descriptions,

must contain.

2-Change the type of report (MD. 186)

About changing the kind of the managers or directors of the company prepares a written report.

In the report;

a) The purpose and results of becoming a joint stock company,

B) organization of the Joint Stock Company of the provisions have been fulfilled,stating that

c) The Joint-Stock Company of the agreement,

d) Joint Stock Company shares, which they will have the partners in an exchange ratio

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

f) change the type to the partners due to the obligations arising

describes considerations of justification by showing a legal and economic aspects.

(All the partners with the decision of small and medium sized companies change the type of report they can withdraw from the arrangement.)

3-The following matters at the General Assembly of shareholders thirty days prior to the date of receipt of the decision presented to the inspection: (md. 188)

a) Type plan to change

B) change report type

c) Financial Statements for the last three years

d) the date of the balance sheet date between the issuance of the type change report or if more than six months have passed from the date of the last balance sheet the company's assets was removed from the balance sheet if significant changes occur in Dec,

copies of the aforementioned documents are provided free of charge to shareholders who it is. The company, its partners, informs that has been found to review, as appropriate.

4-the quorum and the approval of the General Assembly (md. 189)

Directors or managers of the company, the above procedures have been completed and the partners the right to review after thirty days from the date of recognition, it presents the replacement plan to tour the General Assembly for approval. The decision to change is taken with the following quorum type:

Limited liability companies in at least three quarters of the capital, type change plan unless they were found to have, by the decision of three-quarters of the partners is taken.

5 - Registration (md. 189/2)

Director or manager of the company and registration of the new company change the type specified by the agreement. Kind of legal change shall take effect by registration. The decision to change type are announced in the Turkish trade registry Gazette.

JOINT-STOCK COMPANY INTO A LIMITED LIABILITY COMPANY TYPE THE TYPE OF THE PROCESSES THAT ARE REQUIRED TO BE CONVERTED

The first paragraph of Article 181 of the Turkish Commercial Code No. 6102 of subparagraph (a) according to Joint-Stock Company into a limited liability company will be able to turn. Such changes of organization of the limited liability company which will be established new provisions shall apply. However, the provisions relating to the minimum number of partners and capital in kind do not apply. Kind of changing the company shares and rights of partners are protected. The game lacks for the share or shares of equal value to the owners of shares entitled to voting rights are given. Of privileged shares in return for shares of equal value that are issued or an appropriate compensation shall be paid. Redeemed in exchange for shares or rights are provided with the same value to change the type of the actual value at the date the plan is paid.

The procedures for changing the kind are mentioned below:

1-Kind replacement plan (md. 185)

Genre in writing by the Board of Directors of the company change in plan is prepared.

Type modification of the plan;

a) company's Trade Center and the new type without changing the type of information regarding previous and next,

b) Limited Liability Company agreement,

c) after you change the type of the partners, a limited liability company in the shares and comments regarding the amount they could have

must contain.

2-Change the type of report (MD. 186)

Prepares a written report of the Board of Directors of the company about changing the type.

In the report;

a) The purpose of becoming a limited company,and the results

b) The provisions of organization of a limited liability company have been fulfilled,stating that

c) of the Limited Liability Company agreement,

d) an exchange ratio of shares, which they will have partners in a limited liability company,

e)If an additional payment arising from the transformation into a limited liability company with the partners with other obligations and personal responsibilities to personal considerations,

f) change the type to the partners due to the obligations arising

describes considerations of justification by showing a legal and economic aspects.

(All the partners with the decision of small and medium sized companies change the type of report they can withdraw from the arrangement.)

3-The following matters at the General Assembly of shareholders thirty days prior to the date of receipt of the decision presented to the inspection: (md. 188)

a) Type plan to change

B) change report type

c) Financial Statements for the last three years

d) the date of the balance sheet date between the issuance of the type change report or if more than six months have passed from the date of the last balance sheet the company's assets was removed from the balance sheet if significant changes occur in Dec,

Copies of the aforementioned documents are provided free of charge to shareholders who it is. The company, its partners, informs that has been found to review, as appropriate.

4-the quorum and the approval of the General Assembly (md. 189) (md. 418,421)

The Board of Directors of the company the right to review the above procedures have been completed, and after thirty days from the date of recognition of the partners, tour plan it presents to the General Assembly for approval the replacement. The decision to change is taken with the following quorum type:

In joint stock companies, to change the type of the plan, based on, or meet two-thirds of the issued capital, provided that two thirds of the votes present at the General Assembly of the obligation to additional payment or personal considerations also arise if a decision is taken on the approval of all partners.