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18April2013

Required Documentation for Capital Amount Reductions for Llc Companies

1. Petition to the Trade Registry Office

2. Resolution of the shareholders’ assembly (1 notarized copy) (Should be obtained 2 months following the 3rd publication and should be arranged to reflect that a change in the capital amount will take place)

3. Amendment draft (3 copies – containing the original content and amended items –Signed by the partner and stamped)

4. The official trade registry gazette in which the invitation ads were made.

5. Assignment letter of an expert by the court, and a report prepared by three experts in cooperation, and the court decision to appoint an expert. (original)

6. A list of payables signed by the managers that contains the amounts of the liabilities, the full names and trade names associated with those liabilities. In addition to the list, notarized receipts of payments made towards debts with related signatures.

7. Notarized and signed letter of consent for deferred payables (termed, not yet due)

8. Receipts of payments made towards loans (showing that the debt payments have been made)

9. A share table of shareholders In accordance with the Turkish Commercial Code 519 and article 71 of the Commercial Registry Regulations

Important Notes:

*** A report prepared by a committee of three court appointed (trade court located at the place of the company headquarters) experts must show that assets are sufficient to meet liabilities. The articles of association will be amended to reflect the lowering of the capital amount and will be decided upon as such.

*** The a call to collect payables is to be published 3 times in the official trade registry gazette. A declaration of liabilities is to be made 2 months after the 3rd publication. Payment or guarantees will be notified, the known creditors will be sent a request to collect letter. Registration applications at the Trade Registry Authority for the lower capital level are to be made 2 months after the publication of the 3rd gazette.

*** At no time can the capital amount be lowered to a level below the minimum capital amount set by legislation.

*** The request for the reduction of the capital amount can only be made if; 2 months after the 3rd publication of the official trade registry gazette related to the call to collect payables has been made, the related articles of association have been altered to reflect the lower capital amount, invitation to collect accounts payable has been made, a list signed by the administration containing all payables which contains amounts and the persons and trade names of those to be paid, overdue payments have been completed or have been guaranteed with documentation stating the fact.

Posted in Taxation Law, Turkish Commercial Code

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