Change Type

Changing the legal form of companies for various economic reasons is more
It might be useful. The dynamic nature of commercial life makes it possible to make more efficient and fast decisions.
requires. For example, the members of a cooperative transforming into a capital company
It can provide significant benefits for you. Similarly, a limited liability company
public offering, the future plans and growth of the company.
It may be compulsory.

LEGISLATION
IV – Change type
1. General provisions
a) Principle
ARTICLE 180 – (1) A company can change its legal form. Converted to new genre
the company is a continuation of the old one.
b) Valid variations
ARTICLE 181 – (1) a) A capital company;
1. Another type of capital firm;
2. To a cooperative;
b) a collective company;
1. A capital company;
2. To a cooperative;
3. To a limited partnership;
c) a limited partnership;
1. A capital company;
2. To a cooperative;
3. To a collective company;
d) A cooperative, a capital company,
can transform.
c) Special regulations regarding the conversion of collective and limited companies.
arrangement
ARTICLE 182 – (1) An unlimited company is a limited liability company;
a) If a limited person enters the collective company,
b) If a partner is a stationary,
It can transform.
(2) A limited liability company to a unlimited company;
a) All residents leave the company,
b) All commanders are active,
by transforming.

(3) To operate as a sole proprietorship of a collective or limited partnership.
The provision of Article 257 regarding its continuation is reserved.
(4) Articles 180 to 190 for the conversion to be made pursuant to this article.
provisions do not apply.
2. Protection of company shares and rights
ARTICLE 183 – (1) The company shares and rights of the partners are protected in conversion.
Shares of equal value to their owners or having voting rights for non-voting shares
shares are given.
(2) Shares of the same value are given in return for privileged shares or a suitable
compensation is paid.
(3) Rights of the same value are given in return for dividend shares or change of type
Actual value is paid on the date the plan is drawn up.
3. Establishment and interim balance sheet
ARTICLE 184 – (1) Provisions regarding the establishment of a new species in conversion
applied; However, in capital companies, the minimum number of partners, capital in kind
Provisions regarding the establishment and signing of the company agreement by the founders
does not apply. (one)
(2) Between the balance sheet day and the date of issue of the conversion report, six
more than a month has passed or since the last balance sheet was issued
If significant changes have occurred in the assets of the company, the interim balance sheet
is removed.
(3) Subject to the provisions below, to the interim balance sheet to the annual balance sheet.
The relevant terms and principles apply. For the interim balance sheet;
a) Physical inventory is not required;
b) Valuations accepted in the last balance sheet, only transactions in the commercial book
changed in size; depreciation, impairment adjustments and provisions, and trade
Significant changes in value for the business that are not understood from the books
taken.
4. Conversion plan
ARTICLE 185 – (1) The governing body arranges a kind of change plan. Written plan
It is subject to the approval of the general assembly in accordance with the form and article 189. Change type
plan;
a) The trade name of the company before and after the change of type, its headquarters and
the phrase regarding the new genre,
b) Company agreement of the new type,
c) The number and type of shares that the partners will have after the conversion.
and the amount or explanation of the shares of the partners after changing the type,
includes.
5. Conversion report

ARTICLE 186 – (1) A written report on the conversion of the management body
they are ready.
(2) In the report;
a) Purpose and consequences of conversion,
b) The establishment provisions regarding the new species have been fulfilled,
c) New company agreement,
d) Change regarding the shares owned by the partners after the conversion
rate,
e) With the additional payment, if any, arising from the change of type in relation to the partners.
other personal performance obligations and personal responsibilities,
f) Liabilities arising from the new type for the partners
It is explained legally and economically and its justifications are shown.
(3) Small and medium sized companies, if all partners approve
they can opt out of issuing the replacement report.
6. Auditing the conversion plan and the conversion report

ARTICLE 187 – (Repealed: 26/6 / 2012-6335 / 43 art.)
7.Right to inspect
ARTICLE 188 – (1) The company;
a) Type change plan,
b) Type change report,
c) (Abrogated: 26/6 / 2012-6335 / 43 art.)
d) Financial statements of the last three years, interim balance sheet, if any,
Thirty days before the decision is taken in the general assembly, headquartered and open to the public
In joint stock companies, where the Capital Markets Board requires, shareholders
submits to review.
(2) Copies of the aforementioned documents are given free of charge to the partners who request it. The company, its partners,
informs that they have the right to review properly.
8.Type conversion decision and registration
ARTICLE 189 – (1) The management body changes the type plan and the new type of company
submits its contract to the general assembly. The decision to change the type is made with the following quorums.
received: (2)
a) The provision of subparagraph (b) of the fifth paragraph of Article 421 of the Law is reserved
Provided that in joint stock companies and limited liability companies whose capital is divided into shares,
present at the general meeting, provided that it covers two thirds of the issued capital
by two thirds of the votes; In the case of conversion to a limited company, additional payment or personal
With the approval of all partners, if an obligation to perform will arise;

b) In the event that a capital company turns into a cooperative, all partners
with consent;
c) In limited liability companies, provided that they own at least three-quarters of the capital,
By the decision of three quarters of the partners;
d) In cooperatives;
1. Present at the general meeting, provided that at least two-thirds of the partners are represented.
by majority of votes,
2. Additional payment, other personal performance obligations or personal liability
are brought or these obligations or responsibilities are expanded,
With the affirmative vote of two-thirds of the registered partners in the cooperative,
e) In unlimited and limited companies, the conversion plan is required by all partners.
it is unanimously approved. However, a third of all partners in the articles of association
It can be predicted that this decision can be taken with the affirmative votes of both.
(2) The management body registers the conversion and the contract of the new company.
Change of type gains legal validity with registration. Turkey decided to change Type
It is announced in the Trade Registry Gazette.
9.Protection of creditors and employees
ARTICLE 190 – (1) 158th article about the personal responsibilities of the partners and
Article 178 applies to debts arising from contracts.
V – Common provisions
1. Examination of partnership shares and partnership rights
ARTICLE 191 – (1) Partnership in merger, division and conversion
their shares and partnership rights not protected or leaving
In the event that the provision has not been determined appropriately, each partner, merger, division
A decision to change the types of ads or in Turkey Trade Registry Gazette
within two months from the date of one of the companies participating in the
from the commercial court of first instance where the headquarters is located, an appropriate
may want to determine the equalization fund. Equalization fund
Second paragraph of Article 140 is not applied in determination.
(2) If they are in the same legal situation as the plaintiff, the court decision,
all partners of companies participating in the merger, division or conversion
also makes a judgment about.
(3) The expenses of the case belong to the company that takes over. Special circumstances justification
In this case, the court expenses may be partially or fully charged to the plaintiff.
(4) Lawsuit for reviewing the protection of partnership shares or partnership rights
does not affect the validity of the merger, division or conversion decision.
2.Cancellation of merger, division and conversion and
results

ARTICLE 192 – (1) In case of violation of Articles 134 to 190, merger, division
and did not vote positively for the conversion decision and recorded it in a report.
companies participating in the merger, spin-off or conversion
partners; Two months after this decision Turkey announced in the Trade Registry Gazette
They can file an action for annulment within. In cases where the announcement is not required, the period
starts.
(2) This lawsuit may also be filed if the decision is taken by a management body.
(3) In transactions related to merger, division and conversion
In case of deficiency, the court gives time to the parties to correct this.
If the legal disability cannot be remedied within the given period or cannot be remedied
the court cancels the decision and takes the necessary measures.
3. Liability
ARTICLE 193 – (1) Any merger, division or change of type
all persons involved in some way to companies, shareholders and creditors.
They are responsible for their defects and the damages they give. Founders
responsibilities reserved.
(2) (Repealed: 26/6 / 2012-6335 / 43 art.)
(3) The provisions of Articles 202 to 208, 555, 557, 560 are reserved. A capital
company or cooperative, in case of bankruptcy of articles 556 and 570.
Article 98 of the Cooperatives Law is applied by comparison.
VI – Merger and type change related to commercial enterprise
ARTICLE 194 – (1) A commercial enterprise is established by and by a commercial company.

can be merged by taking over. In this case, the type of trading company that takes over
138 to 140, 142 to 158, and Articles 191 to 193 regarding common provisions.
the provisions are applied by comparison.
(2) In the event that a commercial enterprise turns into a commercial company, the number 182 to 193
substances can be applied by comparison.
(3) In order for a trading company to be transformed into a commercial enterprise, the
All of the shares of the trading company, the person or persons who will operate the business
and the commercial business must be registered with the trade registry on behalf of this person or persons.
must be registered and announced. In this case, the trading company converted to a commercial enterprise,
If it is a unlimited or limited partnership, the debts of the aforementioned trading company,
the person and persons to operate the commercial enterprise and former partners of the trade company
During the statute of limitations in the third article, responsible severally according to their title
they become. Articles 264 to 266 of this Law are also applied to the conversion.
(4) The provision of the third paragraph of Article 182 is reserved.

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