An existing Turkish Ltd. Şti. transferred to you — checked, re-registered and with its bank signatory changed
Buying an existing company trades formation time for verification work. You receive a Ltd. Şti. whose tax, SGK, bank and registry position has been documented, transferred to you by notarised share transfer under TTK 595, with your manager, address and bank signatory entered where the former owner’s were. One manager on our side, weekly status, reply within one business hour.
Exact fee is fixed in the contract after a short clarification of the task.
Who this is for
Buyer offered a shelf company by a seller
Someone proposes a registered company with a tax number and a bank account. You want its record checked line by line before your name enters the registry as partner.
Group taking over a dormant Turkish entity
The company exists, its former owners want out, and you need the transfer, manager change and bank update to land in the right order with no gap in control.
Investor buying into an operating Ltd. Şti.
You acquire all or part of the shares of a company with staff, contracts and history. Diligence must reach beyond the registry into tax, SGK and bank files.
What you have at the end
At the end you hold a Ltd. Şti. whose shares are registered in your name in the share ledger and the Trade Registry, a diligence file covering registry extracts, tax and SGK status, bank statements and known liabilities, the notarised transfer agreement and general assembly resolution, your manager and address in the registry, articles amended where agreed, tax office notifications filed by the SMMM, and bank signatory and beneficial-owner records changed to you. Every document in one indexed folder.
What is included
- Diligence scope agreed: registry, tax, SGK, bank, contracts, pending liabilities
- Registry file: extracts, gazette history, articles, past transfers and managers
- Tax and SGK position documented with the SMMM: debts, filings, open periods
- Bank review: statements, blocks, signatories, open loans and sureties
- Share transfer agreement and general assembly resolution prepared for the notary
- Notarised signatures, registry filing of the transfer and new manager (TTK 595, 623)
- Address change and articles amendment registered where agreed
- Tax office notifications filed by the SMMM after registration
- Bank signatory and beneficial-owner change, online banking in your name
- Hand-over: share ledger, books, passwords, e-signature and KEP under your control
How the work runs
Phase 1 · Scope and diligence
We agree what is checked and collect the record: Trade Registry extracts and gazettes, tax and SGK status through the SMMM, bank statements and signatory lists, contracts and known claims. Findings are written up before you commit.
Phase 2 · Terms and documents
Price, warranties and the hand-over order are fixed between the parties with your lawyer. We prepare the share transfer agreement, the general assembly resolution and the manager appointment for the notary and the registry.
Phase 3 · Notary and registry
Signatures on the transfer are notarised, the general assembly approves it unless the articles say otherwise, and the transfer, new manager, address and any articles amendment are filed with the Trade Registry (TTK 595).
Phase 4 · Tax office and SGK
The SMMM files the notifications that follow a change of partner, manager and address, and confirms the SGK position of the new partners. The share ledger is updated and the old signatures withdrawn.
Phase 5 · Bank and hand-over
Registry gazette and new signature circular go to the bank; signatories and beneficial-owner records change to you, online banking is reissued. Books, e-signature, KEP and passwords are handed over against a list.
How it is structured
| Decides price, warranties and whether to buy | You, with your lawyer when advice is needed |
| Verifies tax and SGK position, files notifications, keeps the books | Licensed SMMM retained for you |
| Notarises the share transfer signatures | Notary at official tariff |
| Registers transfer, manager, address and articles | Trade Registry of İstanbul or the company’s province |
| Changes signatories and beneficial-owner records | The bank — we prepare, present and accompany |
| Runs the whole chain, owns deadlines and communication | ROSTU |
What stays outside the package
- Hidden liabilities not visible in official registers, filings or bank records — diligence shows the documented record
- Legal advice on the agreement, warranties and price — your lawyer provides it
- Purchase price, notary and registry tariffs, SMMM fees — paid by you directly
- The bank’s decision on the new signatories — we prepare, present and follow up; the bank decides
Questions
How is a Ltd. Şti. share transferred?
Under TTK Art. 595 the transfer, and any agreement to transfer, must be in writing with notarised signatures. Unless the articles say otherwise the general assembly approves it, and silence for three months counts as approval; the articles may restrict or prohibit transfers. The change is entered in the share ledger and the Trade Registry; the bank updates beneficial-owner records.
What can due diligence show, and what can it not?
It shows the documented record: registry history, tax and SGK status as reported through the SMMM, bank statements, signatories and filed contracts. It cannot show an undeclared debt, an unfiled claim or a verbal undertaking that appears in no register. That gap is covered by the warranties your lawyer writes into the agreement, not by the file.
Why does the seller’s tax record matter to me?
Under Law No. 6183 Art. 35 the partners of a Ltd. are liable, in proportion to their shares, for the company’s unpaid public debts. Once your name is in the registry as partner, the company’s tax and SGK history becomes part of your risk, which is why the position is documented with the SMMM before signing, not after.
Which changes follow the transfer?
The new manager is appointed and registered (TTK Art. 623), address and articles are amended where agreed, the SMMM files the tax office notifications, the new partners’ SGK position is confirmed (Law No. 5510 Art. 4/1-b), and the bank changes signatories and online banking. The order is fixed so control never sits with the former owner and you at once.
Tell us about the company you are offered
Send the registry number and what you know of its history. A manager replies within one business hour with the diligence scope and the first document list.
Read before you start
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