Trade registry procedures: company life after formation

The relationship with the trade registry continues after registration: a general meeting is held each year, the shareholding changes, capital is increased, the address moves. Most of these require registration and publication in the Turkish Trade Registry Gazette (TTSG) and are also notified to the tax office. Registration not made on time may make the transaction unenforceable against third parties and leads to administrative fines.

How to apply (Istanbul): the transaction is prepared in MERSİS and a request number obtained, an appointment is booked with the relevant İTO regional office at randevu.ito.org.tr, and documents are delivered on the appointment day. Status is tracked on the registration enquiry screen.

Common transactions

Annual ordinary general meeting

• Held within three months of the end of the financial year (end of March for calendar-year companies).
• Agenda: approval of financial statements, release of management, distribution of profit or carry-forward of loss, election of managers or board and attendance fees if needed. For companies subject to independent audit, election of the auditor.
• Notice: in a limited company at least 15 days before the meeting, excluding the meeting day; the articles may shorten it to 10 days or extend it. If not all partners attend, the TTSG notice and registered-mail receipts are required.
• If a resolution subject to registration is adopted: petition, notarised copy of the resolution, attendance list; power of attorney or registry record for corporate partners, guardian decision for minor partners.
• In joint stock companies, a Ministry representative is mandatory for agendas such as amendments to articles, capital increases and mergers.
• If profit is distributed, withholding calculation: Dividend distribution and tax burden

Capital increase

1. General meeting resolution and new text of the capital article; a management resolution for pre-emption rights with an exercise period of at least 15 days.
2. Sworn or certified public accountant's report and the accountant's activity certificate:
   • For increases from internal resources or by commitment: confirmation that existing capital is fully paid and determination of equity; the balance sheet date may not be older than 6 months.
   • For increases from partner receivables: the report states expressly that the receivable arose from a cash loan; otherwise a court expert report is needed.
3. For cash commitments, a bank letter on payment; for contributions in kind, expert valuation, court approval and annotations in the registers.
4. Competition Authority share: 0.04% (four per ten thousand) of the increase.
5. Registration application: within 30 days of the general meeting resolution.

Companies formed before 2024 whose capital is below the new minimums (50.000 TL for limited, 250.000 TL for joint stock) have until 31 December 2026 to increase; the Ministry may extend this. Capital increase calculator

Capital decrease

Apply with the decrease report prepared by management and approved by the general meeting, the resolution and the amendment text. Creditors are called three times at 7-day intervals in the TTSG and given 2 months; payment or security of claims is documented by an accountant's or auditor's report. For decreases due to losses, full payment of additional contribution obligations is shown.

NACE code and chamber professional group changes

When the business purpose changes, three records are updated together: the trade registry (articles or purpose), the tax office (activity code on the tax plate) and the chamber of commerce (professional group and NACE code).

• Main NACE code change: the new code must fit the registered purpose; otherwise the registry is amended first, the tax office records the new code, and then İTO is applied to with a NACE petition, tax plate and notarised specimen signature ([email protected] or İTO Membership Services).
• Additional NACE code: petition and notarised specimen signature, under the same fit requirement.
• Find a matching code: İTO NACE code search · Selection criteria: Choosing a NACE code

The professional group determines chamber dues and the committee in which the company votes; documents such as the industrial registry certificate and capacity report also rely on it.

Documents and online services

• Activity certificate: an e-signed certificate is obtained from the İTO e-Portal and verified on the activity certificate check screen. Fee for status and authority certificates issued by the registry: 895,80 TL.
• Chamber dues: dues enquiry and payment.
• Land registry transactions: since 2 January 2020 the registry no longer issues land registry authority certificates; land registry offices see MERSİS records directly. Signatory and address details must be up to date.
• Capacity report: for industrial businesses with 1–9 insured employees, from İTO via sanayi.org.tr. Fees and documents: Trade registry fees
• Trade name: checked in MERSİS and the TTSG; the company type and business purpose appear in the name. Names contrary to the Communiqué on Trade Names are not registered.

Fees (2026, capital companies)

Tariffs for sole traders, cooperatives, general and limited partnerships: Trade registry fees

Liquidation and closure

1. Resolution to enter liquidation (general meeting), appointment of liquidator, registration and publication.
2. Call to creditors: three notices in the TTSG; text generated automatically in MERSİS, the notice fee charged once.
3. Waiting period: at least 6 months from the last notice; receivables are collected, debts paid, assets realised.
4. Tax: liquidation-period returns, final corporate tax return.
5. Final general meeting and deregistration.

Deleting the tax record does not end the legal entity; details: Liquidation and closing a company

Common mistakes

• In a limited company, making the share transfer only at the notary and forgetting general meeting approval and registration (the transfer is not valid without approval).
• Moving without notifying the registry and tax office; notices go to the old address and an inspection finds "not at address".
• Changing the business purpose without updating the NACE code at the tax office and chamber.
• Not updating bank signing authority after appointing a new manager.
• Filing a capital increase report based on a balance sheet older than 6 months, or missing the 30-day registration deadline.
• Leaving unpaid capital in the partners' current account (hidden profit distribution risk). Partner current account interest

FAQs

Is a share transfer taxable? An individual does not pay capital gains tax on selling joint stock shares held for more than two years; gains on limited company shares are taxable regardless of holding period. Exemption conditions for transfers between companies are assessed separately.

I did not hold the general meeting, what happens? A meeting not held on time creates management liability and blocks some transactions (profit distribution, capital increase). A late general meeting can still be held.

How long do registry procedures take? With complete documents most are registered on the appointment day or within a few business days; the notice is published within days.

I paid a wrong or excess fee, can I get it back? Yes; in cases of cancellation, overpayment or payment for another company, a refund is requested from İTO by petition.

Sources

Turkish Commercial Code No. 6102 (art. 409 general meeting, arts. 456–462 capital increase and decrease, art. 595 limited share transfer, arts. 533 ff. liquidation); Trade Registry Regulation; Law on Fees No. 492; Law on Chambers and Exchanges No. 5174; İTO pages on trade registry procedures, limited companies, professional group and NACE code and announcements (Turkish).