Articles of Association

The articles of association are the constitutional document setting out a company’s basic rules: its trade name, seat, business purpose, capital, shares and governance. They are registered with the trade registry, published, and bind the company, its organs and anyone who becomes a shareholder.

Mandatory Content

The articles of a joint stock company mainly include (TCC Art. 339):

• Trade name and seat,
• Business purpose with its essential points,
• Capital, par value of shares, and whether they are registered or bearer shares,
• Privileges, if any,
• Number of board members and principles on representation,
• How the general assembly is convened,
• Form of announcements.

The articles of a limited liability company are similar; they may also contain additional payment and ancillary obligations and provisions such as a right of first refusal.

Preparation and Registration

The articles are prepared through the Ministry of Trade’s MERSİS system. Founders sign at the trade registry office or have their signatures notarised; the company acquires legal personality on registration. See Trade Registry.

Mandatory Rules Principle

The articles of a joint stock company may deviate from the Code only where the Code expressly permits it (TCC Art. 340). Some arrangements between shareholders therefore cannot be written into the articles and remain in the shareholders’ agreement.

Amendment

The articles are amended by general assembly resolution. The Code sets higher quorums for decisions such as a complete change of business purpose, creating preferred shares and restricting transfers of registered shares (TCC Art. 421). Some amendments require Ministry approval. Amendments take effect on registration and publication.