TYPE OF CHANGE

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TO BE CONVERTED TO THE CORPORATION LIMITED COMPANY TYPE

COLLECTIVE AND SPECIES BE CONVERTED INTO LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY COMPANIES TYPES OF STOCK

CONVERSION OF SPECIES OF THE CORPORATION LIMITED COMPANY TYPE

TYPE OF CHANGE IN PLAN AND REPORT

 

NECESSARY PROCEDURES FOR CONVERSION CORPORATION TO THE SPECIES SUCH COMPANY LIMITED


Article 181 of the Turkish Commercial Code No. 6102 of the first paragraph of (a) a joint-stock company according to this, can be transformed into a limited company. The establishment of a limited liability company to be established provisions that apply in these kinds of changes.However, the provisions do not apply with regard to providing the minimum number of partners and real capital. Of common shares and rights to change such companies is maintained. The shares of equal value to the owners for shares without voting rights or shares entitled to vote is given. Of the preferred shares in exchange for shares of the same value given or paid appropriate compensation. The fair value at the date of usufruct rights are given the same amount or type of organization change plan will be paid in return.


Such changes must be made through registered capital.

Transactions related to such changes are as follows:

1.Petitions (depending on the tax authorities should be specified, or by proxy must be signed by an authorized, the original power of attorney or a certified copy must be attached)


2.Page 3, which consists of the incorporation notice form (to be signed by an authorized filling about places - 3 copies, while foreign capital have 4 copies)


3.Such changes in that company's paid in capital, unrequited patterns that remain the company of determination of equity and if the land, by ship and intellectual property in similar registers and registers where the determination of the fair value thereof if no registered property and crops in the company's governing body, company subject to supervision which in the last balance sheet approved by the CPA or CPA auditor report or altering company is also subject to this type of audit report of the auditors determined. (The number of notifications to be made until an actual photocopy authorities should be added.)

In the absence of said property and rights to be shifted to the private registry; whether these issues should be reported.

4.The company changed the species; land, ships, and the idea of ​​the list of registered in the assets and rights in such registration and ownership records, statements containing them such information regarding the property and rights related records in the registry with a registry on which they are registered (the number of bodies an actual statement to be made until the copy must be attached.)


5.Type replacement plan (Art. 185)


Change the type of plan in writing by the Company's board of directors is prepared.

Type of changing plans;

a.  Previous and subsequent trade title without changing the type of company headquarters and a new species related information,

b. Limited liability company agreement,

c.   After changing the amount and kind of joint statement relating to the shares they owned limited company must contain.

 

6.Type change report (Art. 186)

Prepare a written report about the kind of change the board of directors of the Company.

In the report;

a. Limited aims to transform the company and the results

b. Limited that no provisions have been fulfilled for the establishment of the company,

c. Limited company the contract,

d. Limited company at the exchange rate on the shares they have in common,

e. If I have another personal e with an additional payment resulting from the conversion of limited companies regarding joint obligations and personal responsibility,

f. Due to the changing types of obligations to shareholders, matters related, reasons are explained by showing the legal and economic aspects.

  11.04.2012 date and 28457 numbered in the Official Gazette "Definition of Small and Medium Sized Regulation Amending the Regulation on the properties and classification of" meet the criteria set out in terms of companies, with the participation of all partners for the adoption of such changes in process in the General Assembly;

- In accordance with the Turkish Commercial Code § 186/3; Replacement Type Report waived if the approval of all partners for the organization.

But the company that it meets the criteria Small and Medium Sized Enterprises, namely that it is small- and medium-sized independent accountant must be submitted to the Accountant report or document activities of Chartered Accountants Report.

* The following issues are presented to shareholders thirty days before the decision in the General Assembly (Art. 188)

a. Such modification plan,

b. Type change report

c. The financial statements of the last three years,

d. If the change between the date of issue of the type reported by the balance sheet date or time has passed more than six months from the date of the last balance sheet is removed from the call if no significant changes in the company's assets in the balance sheet,

Requesting copies of documents referred to are given free of charge to the public. Company partners, information regarding where the suitably views rights.

The company's board of directors since the recognition of the right to examine the above transactions have been completed after three days off and partners, offers a sort of change to the General Assembly's approval of the plan. Change the decision taken by the following quorum types:

Turkish Commercial Code 421.madde of 5-B stock company in prejudice clause provisions, such modification plan, principles or removed long as they meet the two-thirds of the capital, two-thirds of the vote in plenary is also an additional payment or personal obligation to arise if the decision with the consent of all partners It is taken.

7.The acceptance of the related notarized General Meeting of such changes two copies (The record of the species change plan and the type of change reported in the last three years of financial statements (interim if the balance sheet) TCC 188 m. In accordance thirty days before presented to shareholders at the company headquarters and the right to inspect used that, Type of changing the plan is accepted, the statement must take place to decide the type of company transformed into Limited Liability Company.)

8.Representative of the Ministry Article

9. New title under the signature notarized declaration

10.List of attendants

11.Signature articles of association (4 copies)

Note: If there is a capital increase with such changes must also be added the documents relating to the capital increase.

NECESSARY PROCEDURES FOR COLLECTIVE AND THE COMPANY TYPE LIMITED PARTNERSHIP AND LIMITED LIABILITY COMPANIES TO BE TRANSFORMED INTO JOINT TYPE

Turkish Commercial Code No. 6102 of the first paragraph of Article 181 (b) and (c) a collective or limited companies according to me, can be transformed into a joint stock or limited liability company.And the establishment of a limited liability company incorporated provisions that apply in these types of changes to be established. However, the provisions do not apply with regard to providing the minimum number of partners and real capital. Of common shares and rights to change such companies is maintained.

Transactions related to such changes are as follows:

1.Petition (would depend on the tax authorities should be specified, authorized by or by proxy must be signed, the original power of attorney or a certified copy must be attached)

2.3 pages incorporation notice form consisting of (relevant places should be filled and signed by an authorized - 3 copies, if there is foreign capital 4 copies)

3.Round 3 changes that the company that paid in the capital, unrequited patterns that remain the company of determination of equity and if the land, by ship and intellectual property in similar registers and registers where the determination of the fair value thereof if no registered property and crops in the company's governing body company subject to supervision which in the last balance sheet approved by the CPA or CPA auditor report or altering company is also subject to this type of audit report of the auditors determined. (The number of notifications to be made until an actual photocopy authorities should be added.)


In the absence of said property and rights to be shifted to the private registry; whether these issues should be reported.

4.The company changed the species; land, ships, and the idea of ​​the list of registered in the assets and rights in such registration and ownership records, statements containing them such information regarding the property and rights related records in the registry with a registry on which they are registered (the number of bodies an actual statement to be made until the copy must be attached.)


5.  Type replacement plan (Art. 185)

Change the type of plan in writing by those in charge of the company's management is prepared.

Type of changing plans;

a.     The Company's kind of change before and after the trade title, the center and the new species related information,

b.      The new type of joint-stock company's articles of association; The company limited liability company agreement,

c.      After changing the number of species common share they own, then change the amount or type of breed and matters relating to the shares of the partners, must contain.

                

6.    Type change report (Art. 186)


Prepare a written report on changing species, charged with the company's management.

In the report ;

a. The aim and the results transformed novel strain,

b. That there are organizations that fulfill the provisions of the new species,

c. New types of business contracts,

d. New types of the exchange rate on the shares they have in common,

e.  If I have other personal email regarding additional payments resulting from the conversion of new species with common obligations and personal responsibilities,

f. Due to the changing types of obligations to shareholders, matters related, reasons are explained by showing the legal and economic aspects.

 

11.04.2012 date and 28457 numbered in the Official Gazette "Definition of Small and Medium Sized Regulation Amending the Regulation on the properties and classification of" meet the criteria set out in terms of companies, with the participation of all partners for the adoption of such changes in process in the General Assembly;

- In accordance with the Turkish Commercial Code § 186/3; Replacement Type Report waived if the approval of all partners for the organization.

But the company that it meets the criteria Small and Medium Sized Enterprises, namely that it is small- and medium-sized independent accountant must be submitted to the Accountant report or document activities of Chartered Accountants Report.

* The following thirty days prior to the decision on the common matters submitted to the board of partners (Art. 188)

a. Such modification plan,

b. Type change report

c. The financial statements of the last three years,

d. If the change between the date of issue of the type reported by the balance sheet date or time has passed more than six months from the date of the last balance sheet is removed from the call if no significant changes in balance sheet assets of the company,

Requesting copies of documents referred to are given free of charge to the public. Company partners, information regarding where the suitably views rights.


7.    2 notarized copies of the decision regarding the acceptance of such changes


Collective companies and limited liability companies which are in charge of the company's management, after thirty days from the recognition of the right to examine the above operations are completed, you and partner offers the kind of change the plans to the approval of shareholders. Change the decision taken by the following quorum types:

The company plans to replace types of collective unanimously upheld all the partners. However, two-thirds of all contracts with the affirmative vote of the shareholders at the company can be expected to attract the decision.

8.    Signatures notarized articles of association (4 copies)

 

9.   Declaration signed under the new title of Amasia

 


Note: If there is a capital increase with such changes must also be added the documents relating to the capital increase.

NECESSARY PROCEDURES FOR CONVERSION CORPORATION LIMITED COMPANY TYPE

Article 181 of the Turkish Commercial Code No. 6102 of the first paragraph of (a) a limited liability company according to me, can be transformed into joint stock companies. The establishment of joint-stock company will be established in such changes, the new provisions apply. However, the provisions relating to the minimum number of partners put the company in the capital and real capital will be charged. Of common shares and rights to change such companies is maintained. Of the preferred shares in exchange for shares of the same value given or paid appropriate compensation. The fair value at the date of usufruct rights are given the same amount or type of organization change plan will be paid in return.

 

Such changes must be made ​​through registered capital.

Transactions related to such changes are as follows:

1.   Petitions (depending on the tax authorities should be specified, or by proxy must be signed by an authorized, the original power of attorney or a certified copy must be attached)

2.    Page 3, which consists of the incorporation notice form (to be signed by an authorized filling about places - 3 copies, while foreign capital have 4 copies)

3.    Such changes in that company's paid in capital, unrequited patterns that remain the company of determination of equity and if the land, by ship and intellectual property in similar registers and registers if there is registered assets where the determination of their fair value and supplement the company's governing body, subject to audit companies

by the governing body, where the end of the balance sheet approved by the auditor in the company audited report of Certified Public Accountant or CPA is also subject to change company or type of audit the auditor's report on these findings. (The number of notifications to be made until an actual photocopy authorities should be added.)


In the absence of said property and rights to be shifted to the private registry; whether these issues should be reported.

4.    The company is changing; land, ships, and the idea of ​​the list of registered in the assets and rights in such registration and ownership records, statements containing them such information regarding the property and rights related records in the registry with a registry on which they are registered (the number of bodies an actual statement to be made until the copy must be attached.)

5.    Type replacement plan (Art. 185)

Change the type of plan in writing by the director or directors of the Company are prepared.

Change of plan types:

a. Previous and subsequent trade title without changing the type of company headquarters and a new species related information,

b. Joint-stock company the contract,

c. After changing type the number of shares of common stock they own in the company, explanation of the type and amount must contain.

6.   Type change report (Art. 186)


Prepare a written report on changing the company's managers or directors species.

In the report;

a. The purpose and the results turned into a joint stock company,

b. That no provisions have been fulfilled for the establishment of joint stock companies,

c. Anonymous company's contract,

d. Joint stock companies in the exchange rate on the shares they have in common,

e. If I have another personal e with an additional payment resulting from the conversion of joint stock company with respect to the obligations and personal responsibility,

f. Due to the changing types of obligations to shareholders, matters related, reasons are explained by showing the legal and economic aspects.


11.04.2012 date and 28457 numbered in the Official Gazette "Definition of Small and Medium Sized Regulation Amending the Regulation on the properties and classification of" meet the criteria set out in terms of companies, with the participation of all partners for the adoption of such changes in process in the General Assembly;

- In accordance with the Turkish Commercial Code § 186/3; Replacement Type Report waived if the approval of all partners for the organization.

But the company that it meets the criteria Small and Medium Sized Enterprises, namely that it is small- and medium-sized independent accountant must be submitted to the Accountant report or document activities of Chartered Accountants Report.


* The following thirty days prior to the decision on the common matters submitted to the board of partners (Art. 188)

a. Such modification plan,

b. Type change report

c. The financial statements of the last three years,

d. If between the date of issue of the type of change reported by the balance sheet date more than six months time has passed or after the date of the last balance sheet is removed from the call if no significant changes in the assets of the company balance sheet, are given free copies of the documents referred to shareholders upon request. Company partners, information regarding where the suitably views rights.

7.    2 notarized copies of the decision regarding the acceptance of such changes

The company's managers or directors, after thirty days from the recognition of the right to examine and partners after completion of the above transactions, offers the kind of change the plans to the approval of shareholders. Change the decision taken by the following quorum types: Limited company, the type of plan provided the change does have at least three-quarters of the capital, decisions are taken by three quarters of the shareholde

Signatures notarized articles of association (4 copies)

 

9. Declaration signed under the new title


10. Permit or approval of this article or if the consent of the Ministry or other government agencies to be subject to the approval of


Note: If there is a capital increase with such changes must also be added the documents relating to the capital increase.