Company Type Change Consulting

Şirket Tür Değiştirme Danışmanlığı

Company Type Change Consulting is the transformation of a business from one legal form to another, that is, the emergence of another commercial company with the appropriate status and title while maintaining its legal and economic continuity.

Basic Elements of Type Change

There are two principles in company transformation according to Turkish Commercial Code article 180. These are; The freedom to choose the type to be translated is the uniqueness of the Person (subject) and the economic and legal identity and continuity principle based on it. The renamed company protects its assets as a “corporation” and maintains its economic and legal identity. Nor is it necessary to transfer the company’s previous assets and liabilities or legal relationships. The principles of property continuity and common rights and obligations also apply to conversions. However, partners have to endure and deal with different situations resulting from the change of type.

Types of Type Change

The rules for conversion in Turkish Commercial Code are contained in Articles 180 to 194. A trading company is founded on the reality of its time. Adopted the economic life model of the time. These factors can change over time for a variety of reasons. In this case, it may prove essential to change species to adapt to new commercial conditions. Choosing this method is practical and economical. For trading companies in the broadest sense, you can change the type in two ways.

Company Type Change Consulting

The transformation of a for-profit company into a for-profit enterprise is the transformation of a legal entity into a for-profit enterprise. A trading company can become a joint-stock company regardless of what liability regime it is subject to. (Article 134)

The economic entity created by the transformation is the continuation of the transformed trading company.

The provisions of Articles 190 and 194(3) of the Law apply to the personal liability of employees of the reorganized company and to obligations arising from employment contracts.

Stock companies to which Article 376 applies (loss of property, bankruptcy, bankruptcy, etc.) Legal and limited liability companies within the meaning of Section 633 (loss of assets, bankruptcy, bankruptcy, etc.) and trading companies in liquidation cannot become trading companies.

The provisions of Article 180 and Articles 182 through 190 of the Law shall apply mutatis mutandis to the conversion of a trading company into a trading company.

When a trading company becomes a trading company, the registration of the business affairs of the trading company and the registration of the corporation that has changed the nature of the trading company are carried out. Registration is done through an old-style registry.

The following documents are submitted to the directorate in the attachment of the registration application:

  1. Type change plan approved by the general assembly.
  2. By the auditor if the company that has changed its type is subject to audit; in other companies, the final balance sheet approved by the board of directors or the interim balance sheet when necessary.
  3. Type conversion report prepared by the company’s governing body.
  4. Notarized copy of the general assembly resolution on changing the type.
  5. Other documents required for registration of the new species.
  6. In case the company whose independent accountant financial advisor or independent accountant financial advisor’s report is subject to audit is subject to audit, the auditor’s report on the exact determination of the company’s capital and the determination of the company’s equity, regardless of whether it is unrequited or not, and the auditor’s report regarding these determinations.
  7. Statement containing information on the title deed, ship and intellectual property registries of the changed company, the list of goods and rights registered in similar registries, the registries in which they are registered, and the records of the said goods and rights in the relevant registries.
  8. Documents proving that the shares of the trading company have been transferred to the person or persons who will operate the commercial enterprise.
  9. In small and medium-sized companies, if all partners refuse to issue a type conversion report, the relevant document is given to the directorate.

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