What is a Company’s Articles of Association? What Should a Company’s Articles of Association Contain?
What is a Company’s Articles of Association?
Companies, which have a legal personality, are diversified as joint stock, limited liability, limited partnership, limited partnership, collective and cooperative companies according to their purpose and means of establishment. The naming of these commercial companies is governed by the Turkish Commercial Code. The structure called the articles of association of the company is a document prepared while the company is still in the establishment phase.
As required by law, this document includes the names of the founders of the company, the commercial title of the company, the subject, purpose, center, the distribution of the profit to be obtained, the methods to be followed by the general assembly of the company; It is a document prepared in writing by all shareholders within the company and signed by the Trade Registry Directorate. It is not possible for a company without an articles of association to start earning profit as a legal entity. This contract is generally known as a contract that frames and protects the partners, capital shares, relations with third parties outside the company, and the rights and obligations of the partners.
Where to Buy Articles of Association?
During the establishment phase, companies prepare their articles of association in the central registry system, also known as MERSIS. Since 2010, the documents prepared in MERSIS, which has been actively used since 2010, became effective only with the signature of the Trade Registry Director after December 6, 2016. In order for the agreement to be valid, it must be signed by the shareholders themselves or by their representatives at the Trade Registry Directorates.
How to Prepare a Company’s Articles of Association?
The articles of association is a contract prepared by the shareholders within the company. All elements that will give the company a legal personality must be included in this agreement. In addition, it also formalizes the rights and responsibilities of the capital owners.
It is also mandatory to include information such as the company’s fixtures, trade name, management team, information on authorized signatories and the method of profit distribution. The articles of association must be prepared in accordance with the provisions of the Turkish Commercial Code. All information contained therein must be consistent and accurate. The content of the articles of association that must be prepared according to the type of commercial enterprises may also vary.
What Should the Company’s Articles of Association Contain?
In the articles of association prepared according to the types of commercial companies, the content also varies in different types of companies. The necessary elements expected to be included in the contract for joint stock and limited liability companies, known as capital companies, are listed below.
Articles of Association in Joint Stock Company Type
- Trade name and place of headquarters of the established company
- The Company’s field of activity and content
- The value of the company’s capital and shares, the form and conditions of payment
- All privileges and transfer restrictions recognized on behalf of capital shares
- Rights placed for capital purposes other than money, their share equivalents; prices of goods and rights purchased for the purpose of establishing the company, fees and allowance amounts to be paid to persons and institutions whose service support is received during the establishment phase
- Company founders, members of the board of directors and benefits to be provided from company profits, if any
- Number of members on the board of directors and names of authorized signatories
- Cell phone and e-mail information of company partners
- Meeting method and voting rights of the general assembly of the Company
- If the company has a time limit, this period
- Form of announcements to be made
- Types and amounts of capital shares
- Company’s accounting period
- In addition to these elements, the MERSIS system includes the I request/I do not request SSI declaration password button and the ‘Additional Article’ section of the Articles of Association.
Articles of Association for Limited Liability Company
- The trade name of the company and the location of its headquarters
- Detailed activity of the company
- Amount of capital, number and nominal value of shares, privileges, if any, and share group information
- Form of announcements to be made
How to Amend the Articles of Association of a Company?
Amendments to the articles of association have limitations. It is not possible to change any mandatory article in the articles of association during the establishment of the company. However, if it is decided that these articles are unnecessary or threaten the existence of the company, amendments may be made. In order to make amendments, the text of the declaration must be submitted to the board of directors. It is also mandatory to obtain permission from the Ministry of Trade in order to amend the articles of association. Amendments can only be made after this permission and the decision of the board of directors.
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