Although physical applications remain possible, the new system allows documents submitted electronically to be approved with a digital seal. In this way, the aim is to make the authorization processes more efficient in digital environments.
Within the scope of the Communiqué, applications to the Ministry for establishment and amendment of articles of association may be submitted physically, via Registered Electronic Mail (KEP), or through the e-Government portal. The Ministry’s KEP address is ticaretbakanligi@hs01.kep.tr.
For electronic applications, a petition containing the company’s KEP address and contact information, along with the request for authorization regarding the establishment or amendment of articles of association, must be submitted. The Ministry’s authorization and the digitally sealed approved version of the articles of association or amendment text will subsequently be sent to this KEP address.
For establishment applications, a copy of the articles of association signed by the founders and notarized or approved by the trade registry directorate, or signed electronically, must be included in the application. In electronic applications, there is no requirement to send the physical original of the articles of association to the Ministry.
For amendments to the articles of association, the notarized copy of the board resolution—or, for companies keeping board resolution ledgers electronically, the ETDS-generated barcode-stamped printout—must be submitted. Additionally, the updated text of the amended article(s) must be included in the application file.
Where necessary, other information and documents listed in the Communiqué must also accompany the application. If the application is subject to the approval of another public authority, the relevant authorization or approval letter must also be provided.
For amendments involving capital increase, YMM/SMMM reports confirming payment of the capital, the availability of internal resources, the value of in-kind capital contributions, and the absence of any encumbrances must be submitted, together with expert valuation reports and registry letters, as applicable. Documents evidencing that any immovables, intellectual property rights or other assets contributed in kind have been annotated in the relevant registries must also be included. For amendments involving capital reduction, a YMM or auditor’s report demonstrating that the company’s assets are sufficient to safeguard creditors must be submitted.
Details regarding the Ministry’s authorization procedures can be accessed at the link provided here.
Pursuant to Article 5 of the Communiqué, the establishment and amendment of articles of association of the company types listed below are subject to the Ministry’s authorization. Information on the relevant company types and the authorities whose approval is required for specific transactions can be accessed at the link provided here.
NAZALI TAX & LEGAL