Foreign Shareholders: Meetings and Management Changes

Foreign shareholders and managers of a Turkish company take part in general meetings, sign for the company and transfer shares from abroad. The rules come from the regulation on joint stock company general meetings, the Trade Registry Regulation and the communiqué on signing articles of association at trade registry offices.

General meetings

Representatives attending a general meeting must present a document of representation. A power of attorney must be notarised and follow the model annexed to the regulation, which also lists its mandatory contents; the document of authority must show who is entitled to vote. Representatives of shareholders that are legal entities present a document of authority. The general meeting regulation itself does not mention an apostille or translation for a power of attorney issued abroad.

Signatures and registrations

The language of the trade registry is Turkish. When a legal entity sits on the board of a joint stock company or the board of managers of a limited company, the registry asks for a notarised copy of the resolution of the entity's organ naming the individual who will act for it, together with that person's signature declaration.

A person abroad can make the signature declaration with the approval of a Turkish consulate or the competent authority of that country. A signature declaration drawn up by foreign authorities needs certification by the Turkish consulate or under the Apostille Convention and a notarised Turkish translation. A power of attorney drawn up abroad for signing the articles of association likewise needs consular or apostille certification and a notarised Turkish translation. A founder who does not know Turkish must be accompanied by a sworn interpreter.

For a share transfer in a limited company, the registry asks for a notarised copy of the general meeting's approval and a transfer agreement with notarised signatures.

We translate resolutions, powers of attorney and signature declarations into Turkish in Ankara through translators sworn before a Turkish notary. The trade registry office decides on registration.