Corporate changes & liquidation
Address, shareholders, capital or closure: we complete every company change in Turkey for you
While your company operates in Turkey, its address, shareholders, capital and management may change; in time, closing a branch or liquidating the company may also come up. Each change usually requires the relevant resolution, registration with the trade registry office and an announcement in the Turkish Trade Registry Gazette, along with notifications to the tax office and SGK (the Social Security Institution). The Yeni İpekyolu team, together with the licensed financial advisor (SMMM) on our team, manages all of this for you in Chinese.
A company's life cycle: changes, registration and an orderly exit
One resolution, three records: registry, gazette and tax office
In Turkey, major company changes usually start with a resolution: in a limited company the general assembly or the managers decide, and in a joint stock company the board of directors or the general assembly decides. Once signed, the resolution is registered with the trade registry office (ticaret sicili müdürlüğü) where the company is registered and announced in the Turkish Trade Registry Gazette (TTSG); only then does the change formally take effect against third parties. Many Chinese clients assume the job is done once the resolution is signed, but the truly critical step is registration and announcement.
After registration, the change must also be reflected at the tax office, SGK, the banks and systems such as e-invoicing. For example, a change of address affects the competent tax office and work permit records, while a change of manager affects signing authority at the bank. The licensed financial advisor (SMMM) on our team completes these follow-up notifications one by one from a checklist, so all of the company's records stay consistent.
What does a Chinese shareholder prepare for a share transfer or capital increase?
In a limited company, a share transfer usually requires a notarized share transfer agreement, general assembly approval and registration with the trade registry; in a joint stock company, share transfers work differently and are mainly recorded in the share ledger. If the transferor or transferee is a Chinese company, its board resolution, business registration and power of attorney usually go through notarization and apostille in China and are then given a sworn translation in Turkey. We send you the list of documents needed on the Chinese side in advance.
In a capital increase, the general assembly adopts an increase resolution, the articles of association are amended, the new capital is paid in and verified in line with the regulations, and registration and announcement follow. If the new capital is sent from China, the transfer description and receipt must match the increase resolution, and once the funds arrive a foreign capital notification must also be filed. Our team handles the draft resolution, the amendment to the articles, the capital entry and all notifications together with our licensed financial advisor (SMMM).
Liquidation is not "stopping operations" but an orderly process
When your business in Turkey comes to an end, simply stopping work does not make the company disappear; bookkeeping and tax filing obligations continue. The right path is this: the general assembly adopts a dissolution resolution and appoints a liquidator (tasfiye memuru), entry into liquidation is registered and announced, calls to creditors are published as required by law, assets and debts are settled, the final tax returns are filed, and finally deregistration from the registry is requested. We confirm the timing of the liquidation process for you in line with current regulations.
Closing a branch is simpler; it is usually based on a closure resolution from the head office in China, which is certified in China and translated in Turkey, followed by deregistration from the trade registry and closing of the tax record. Whether liquidating a company or closing a branch, the SGK exit of employees, work permit notifications and closing of bank accounts are planned at the same time. Our team puts these steps in order; our licensed financial advisor (SMMM) handles closing the books and tax returns, and for any disputed matters we work together with our partner lawyers.
Companies that are moving, changing shareholders, growing or closing
Companies moving an office or warehouse
A change of address requires a resolution, registration with the trade registry and an announcement; tax office and SGK details are also updated. When moving to another city, the registry office and tax office may change as well. We plan all the official procedures of the move.
Investors changing shareholders or restructuring shareholdings
A share transfer is needed when a new shareholder joins, an existing one leaves, or the group restructures internally. We coordinate the certification and translation of documents on the Chinese side and handle the notary and registration procedures in Turkey. The share ledger and records held by authorities are updated accordingly.
Companies increasing capital or changing managers
When the business grows, a capital increase is needed; when head office sends a new manager, a change-of-manager resolution and registration are required. We prepare the Chinese-Turkish draft resolution and handle the amendment to the articles and the signature declaration. Signing authority at the bank is updated as well.
Companies ending their operations in Turkey
Closing a branch or liquidating a subsidiary must be done in an orderly way under the legal procedure. We run the entire process from the dissolution resolution to deregistration; our licensed financial advisor (SMMM) closes the books and tax records. If you are not in Turkey, it can also be completed by power of attorney.
Six types of change, from resolution to gazette announcement
Change of address
We prepare the change-of-address resolution, have it registered with the trade registry and announced in the TTSG. We update tax office, SGK, e-invoicing and bank details in parallel. When moving to another city, the transfer of registry and tax office is also handled.
Share transfer and change of shareholders
We prepare the share transfer agreement and the general assembly resolution and arrange signing at the notary. For the Chinese shareholder's documents, we explain the certification requirements and provide sworn translations. After registration and announcement, the share ledger and foreign capital records are updated.
Capital increase and amendment of the articles of association
We prepare the increase resolution and the amended text of the articles, and follow up on payment and verification of the new capital. Our licensed financial advisor (SMMM) records the capital in the books. After registration and announcement, the foreign capital notification is filed.
Change of managers and board members
We prepare resolutions for appointing and removing managers or board members, as well as the new signatory's signature declaration. Passport and tax number procedures for a new foreign manager are handled too. After registration, we help update signing authority at the bank.
Branch closure
We explain the certification requirements for the closure resolution of the head office in China and complete the translation and notarization. We handle deregistration from the trade registry and closing of the tax record. Wrapping up employees, bank accounts and contracts is planned at the same time.
Company liquidation and deregistration
The process moves step by step from the dissolution resolution, appointment of the liquidator and call to creditors to the final tax return and deregistration. Our licensed financial advisor (SMMM) handles closing the books and returns. We report every stage to you in Chinese.
Service summary and requirements
| Scope | Limited company · Joint stock company · Branch |
|---|---|
| Responsible team | Chinese-speaking advisor + SMMM + sworn translator |
| Pricing | Quote per transaction · registry and notary fees separate |
| Service languages | Chinese · Turkish · English |
| Cities served | Mainly Istanbul; also Ankara, Izmir and other cities |
The final price and timeline depend on your documents and scope; we send a clear quote within 2 hours.
What you need to provide
- The company's current articles of association, TTSG announcements and signature circular
- A description of the change (new address, new shareholder, increase amount, new manager, etc.)
- The resolution and business registration of the Chinese shareholder or head office (notarized and apostilled in China)
- Passports and Turkish tax numbers of the persons involved
- For a change of address: the lease agreement or title deed for the new address
After signing, the real work: registration and notifications
- 1
Clarifying the change
We discuss in Chinese the change you want to make and its background. We explain the type of resolution required, the documents and the follow-up notifications. You receive a complete checklist and timeline.
- 2
Draft resolution and document preparation
We prepare Chinese-Turkish resolutions, agreements and amended articles of association. Once documents from the Chinese side are certified, we handle translation and notarization. Every document is checked item by item before signing.
- 3
Signing, registration and announcement
We arrange signing at the notary, file the registration application with the trade registry and secure the TTSG announcement. Where needed, our Chinese-speaking advisor accompanies you at the signing. After registration, we deliver the gazette and registry documents to you.
- 4
Follow-up notifications and accounting updates
Notifications are made to the tax office, SGK, banks and the e-invoicing system. Our licensed financial advisor (SMMM) updates the books and tax returns. In a liquidation, the final returns and deregistration are completed.
Frequently asked questions
Which authorities need to be notified when a company moves?
For a change of address, a resolution is adopted first, registered with the trade registry and announced in the TTSG; then the tax office, SGK and banks are notified, and details in systems such as e-invoicing are updated. When moving to another city, the registry office and tax office also change. The work permit records of foreign employees must be updated too; we handle all of it together.
Can a share transfer be done without the Chinese shareholder coming to Turkey?
Yes. The Chinese shareholder can sign a power of attorney in China; after notarization and apostille, their representative in Turkey signs the transfer agreement on their behalf. The power of attorney must clearly cover the powers related to the share transfer; we send you the scope of authority in Chinese and Turkish in advance. Once the document arrives in Turkey, we handle the translation and notarization and complete the remaining procedures.
What is the difference between a share transfer in a limited company and in a joint stock company?
In a limited company, a share transfer usually requires a notarized written agreement, general assembly approval, and registration and announcement with the trade registry. In a joint stock company, a share transfer is usually made by entry in the share ledger and does not always require registry registration. The exact process also depends on the provisions of the articles of association; we confirm it for you based on your articles.
Does the money for a capital increase have to come from China?
A capital increase can be made by shareholders sending new funds, and in some cases also from the company's internal resources, such as eligible shareholder current accounts or retained earnings. Which route is suitable depends on the company's accounts; our licensed financial advisor (SMMM) plans it for you by reviewing the books. If the money is coming from China, the transfer description and receipt must match the increase resolution.
Is it fine to simply leave a company that has stopped operating?
We do not recommend it. Until the company is deregistered, bookkeeping and tax filing obligations continue; failing to file for a long time leads to penalties and later hassle. Liquidating and deregistering through the formal process is the cleanest and most worry-free way to close things down. We plan every step of the liquidation together with you.
What can the company do during liquidation?
Once in liquidation, the company's activities are generally limited to the purpose of liquidation: collecting receivables, selling assets, paying debts and terminating contracts. The liquidator carries out these tasks on behalf of the company, and the phrase "in liquidation" (tasfiye halinde) is usually added to its trade name. We help the liquidator plan each task and handle the accounting with our financial advisor.
What is the difference between closing a branch and liquidating a subsidiary?
A branch is not a separate legal entity; its closure is usually based on a resolution of the head office in China and is completed by deregistration from the registry and closing of the tax record, so the process is simpler. A subsidiary is an independent Turkish company; it goes through the full liquidation process of dissolution, appointment of a liquidator, call to creditors and deregistration. We plan the right process for your type of company.
Will employees' work permits be affected after the change?
Changes in address, trade name or shareholding structure usually also require updating the records related to work permits. In a company liquidation or branch closure, the permit and SGK exit procedures of foreign employees are carried out in line with regulations. Our work permit team works alongside this service, so your employees' status always stays clear.
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