Changing the manager, address or business activity of a Turkish Ltd. Şti.: resolutions, registry and follow-up

A new manager, a new office or a new line of business all change the record of a Turkish limited company (Ltd. Şti.). Each needs the right resolution, a filing with the trade registry through MERSİS and then a chain of updates at the tax office, the bank and elsewhere. This guide follows that chain step by step, including the extra papers for a foreign manager. Status checked on 13 November 2026.

Who decides: the managers or the general assembly

In a Ltd. Şti. the articles of association govern management and representation. Article 623 of the Turkish Commercial Code No. 6102 says so directly and adds that at least one partner must hold management and representation rights. Appointing and removing managers belongs to the general assembly, and under Article 630 the assembly may also restrict a manager’s authority.

Changes that touch the articles, such as moving the seat to another city or rewriting the purpose clause, need a formal amendment. Article 589 lets partners representing two thirds of the capital amend the articles unless the articles provide otherwise, with Article 621 on important resolutions reserved.

• New or removed manager: general assembly resolution.
• Address within the same registry district: often a managers’ resolution.
• Seat in another city or new purpose clause: amendment of the articles.

Changing the manager: resolution, signature declaration, foreign manager

The registry file for a new or removed manager, as the Körfez Chamber of Commerce lists it, is a petition, notarised general assembly minutes, the attendance list, a signature declaration (imza beyannamesi) issued by the registry under the company name and, for a manager who is not a partner, a written acceptance of the post. If several managers are elected, the minutes also name the chair under Article 624.

A foreign manager who is not a partner adds a notarised passport translation, a residence permit copy where one exists, a residence certificate and a document showing the potential tax number. Foreign officials are entered in MERSİS first, with a tax number and address.

• Record the outgoing manager’s removal or resignation in the same minutes.
• Check that at least one manager remains a partner.
• Plan a sworn translator if the manager signs at the registry without Turkish.

Moving the registered address: same district or another city

The new address must exist in the National Address Database (UAVT); the Bursa Chamber of Commerce notes that an address missing from it must first be registered with the competent authority. Under Article 29(1) of the Trade Registry Regulation, moving the business to another place within the same registry district is a change that has to be registered.

The resolution on the move is notarised, unless it carries an ETDS verification code or is e-signed by all partners in the MERSİS resolution module. Moving outside the registry’s district means amending the address clause of the articles. The file then goes to the new registry with a document from the old one under Article 111 of the Regulation.

• Notarised general assembly minutes and attendance list.
• Chamber registration declaration for the new chamber.
• Photographs of the partners, where the new registry asks for them.

Changing the business activity: purpose clause and NACE code

A Ltd. may be formed for any economic purpose that the law does not prohibit, and the activities it may carry on are written in the purpose and subject clause (amaç ve konu) of its articles. Adding or dropping activities therefore means amending that clause by general assembly resolution and filing the petition, notarised minutes and attendance list through MERSİS.

The tax office records the company’s main activity separately under a NACE code. After the amendment, ask your accountant (SMMM) to align that code with what the company now actually does, through the Interactive Tax Office.

• Check first whether the new activity needs a licence or permit.
• Word the clause broadly enough for the next few years.
• Tell the bank, because transactions outside the declared activity often trigger questions.

After registration: tax office, e-Tebligat, KEP, bank and chamber

The Revenue Administration’s guidance says an address change must be reported to the tax office within one month; late notice carries a second-degree irregularity penalty. Under Article 163 of the Tax Procedure Law, moving the business counts as an address change, and the notice can be filed online.

Corporate taxpayers must use e-Tebligat, and a document there counts as served once the fifth day after delivery has passed. When the manager changes, make sure someone still reads it every day, and hand over the KEP mailbox at the same time.

Sources

• orgtr.org — consolidated Trade Registry Regulation: Article 33(1) fifteen-day period, Article 29(1) change of premises, Article 32(2) foreign documents (mevzuat.gov.tr blocks automated access, so this copy was used)
• alomaliye.com — article reproducing Turkish Commercial Code No. 6102 Articles 589, 623 and 630 on Ltd managers and amendments
• korfezto.org.tr — Körfez Chamber of Commerce, trade registry: appointment and removal of a Ltd manager, incl. foreign managers
• korfezto.org.tr — Körfez Chamber of Commerce: moving a Ltd’s seat to another registry
• korfezto.org.tr — Körfez Chamber of Commerce: amendment of the Ltd articles of association
• btso.org.tr — Bursa Chamber of Commerce, trade registry: Ltd address change, UAVT and notarisation rules
• ivd.gib.gov.tr — Revenue Administration (GİB): start, stop and change notifications to the tax office
• turmob.org.tr — copy of the GİB e-Tebligat brochure: who must use electronic notification

Questions