The companies whose incorporation and prime contract amendments are subject to ministerial permission are indicated below:
1- Banks
2- Financial Leasing Companies
3- Factoring Companies
4- Consumer Financing and Card Services Companies
5- Asset Management Company
6- Insurance Companies
7- Holdings Established As a Joint Stock Company
8- Companies Operating Exchange Offices
9- Companies Operating Public Warehouse
10- Warehousing Businesses Licensed Agricultural Products
11- Intermediary Institutions
12- Independent Auditing Firm
13- Inspection Companies
14- Technology Development Center
The companies being subject to Capital Market Law dated 28.7.1981 and numbered 2499, incorporation of free zone companies and their prime contract amendments are subject to ministerial permission. However, the capital increases of public joint stock companies that are subject to Capital Market Law accepted a registered capital system which is not subject to ministerial permission.
Which documents are necessary in order to apply to the ministerial permission?
In order to incorporate the companies’ abovementioned, it is a statutory obligation to get permission from the Head Office by referring the documents herein below:
a) Articles of incorporation (the signatures of the founders should be notarized)
b) Assent or permission slip for the companies which require assent or permission slip of other companies in order to be established.
In order to negotiate prime contract amendments of the companies indicated in the article (2) 5 of the first paragraph of the Manifest in the general meeting, it is a statutory obligation to get a permission from the Head Office by referring to the documents herein below:
A) A notarized copy of board decision relating to prime contract amendment,
B) The new text of the prime contract’s modified article(s),
C) Assent or permission slip for the companies which require assent or permission slip of other companies for the prime contract amendment,
Ç) For prime contract amendment relating to capital increase,
1) The report of a certified public accountant or an independent accountant and financial advisor with reference to the determination of the payment of a capital, if the payment is unreciprocated or not and the net worth of a company,
2) If the capital is increased from the internal resources, the report of a certified public accountant or an independent accountant and financial advisor or the report of an auditor (for the companies being subject to audit) that the amount from the internal resources exists in fact,
3) A valuation report prepared by a judicial expert related to the determination of an acquired business with capital in kind during the capital increase and the determination of value in kind
4) A letter received from related register that there is no limitation on capital in kind,
5) A document indicating that the premises regarded as capital in kind, intellectual property rights and the other assets are annotated in the related register.
c) For the prime contract amendment in relation to reduction of capital, the report of a certified public accountant or an independent accountant and financial advisor or the report of an auditor (for the companies being subject to audit) that in spite of the reduction of capital, there are enough assets to compensate for the rights of the creditors.
Ministerial permission should be received before applying for registration to the Registry of Commerce for the incorporation and before the general meeting date for the prime contract amendments. Without the ministerial permission, the process of incorporation and the process of incorporation and the prime contract amendments cannot be inscribed in the Registry of Commerce.
Source: The Notification of The Ministry of Customs and Trade published in the official gazette numbered 286468 and dated 15 November 2012 (The notification in relation to the joint stock companies and limited companies’ capital increase and their incorporations and the determination of joint stock companies whose prime contract amendment is subject to permission)
Date: 28 January 2017
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