Texas Company Changes for a Turkish Subsidiary

A Texas company document used for a change at a Turkish subsidiary gets its apostille from the Texas Secretary of State. Texas issues a "universal Apostille", which operates as an apostille for Apostille Convention countries. The Turkish Trade Registry Office (ticaret sicili müdürlüğü) keeps its records in Turkish, and every document supporting a registration must be in Turkish.

Which Texas route fits your document

The Texas Secretary of State requires the original Texas-issued document, a Texas-issued certified copy, or an original Texas-notarized document. Certified copies of business organization documents on file with the Secretary of State, such as a certificate of formation, can receive the apostille directly. Other business or corporation documents, such as a resolution of the Texas parent, must be properly notarized first. Such a notarized document is non-recordable. It goes directly to the Secretary of State and must include a typed or written statement from the issuer or signer summarizing its contents and intent, with that signature notarized. You can apply in person at the main office (walk-in on Mondays and Fridays, appointments Tuesday to Thursday, bulk drop-off) or by mail.

What the Turkish side asks for

A signature declaration (imza beyanı) of an authorized signatory who is abroad can be prepared by having the signature approved by the Turkish consulate in that country or by the authorities competent under that country's law. A signature declaration issued by foreign authorities must be approved by a Turkish consulate or under the Apostille Convention and filed with a notarized Turkish translation. A power of attorney issued abroad for signing the company agreement by proxy follows the same two routes and also needs a notarized Turkish translation.

For a general meeting of a non-public joint-stock company, a shareholder's proxy must be notarized following the Annex 3 sample. It must state the company's title, the meeting date, the proxy's name, and the shareholder's name or title, number of shares and signature. A Texas parent attending as shareholder must present its representation document. If several of its authorized persons attend, that document must show who may vote. For a share transfer in a limited company, the registry receives a notarized copy of the general meeting resolution approving the transfer, unless the articles provide otherwise, and a transfer agreement with notarized signatures. Where resolutions contain registrable facts, the board or an authorized member files them.

The apostille comes from Texas, not from this office. Our translators, sworn before a Turkish notary, translate the documents into Turkish in Türkiye; for foreign signature declarations and powers of attorney the rules require a notarized Turkish translation. The Trade Registry Office decides whether the documents are accepted.