How to Amend Articles of Association in Türkiye in 2026?

Amending the articles of association is one of the most critical corporate governance actions a company can undertake in Türkiye. Whether driven by regulatory changes, strategic restructuring, capital increases, shareholder updates, or operational growth, amendments must be executed in strict compliance with the Turkish Commercial Code (TCC).

Failure to follow the correct legal procedure may result in invalid resolutions, administrative fines, or serious corporate disputes.

Table of Contents

As Finlexia Turkish Accounting Firm, a leading full-service company formation and governance firm based in Istanbul, we have been assisting domestic and foreign investors with Turkish corporate law matters since 2017.

This comprehensive 2026 guide explains how to amend articles of association in Türkiye, covering legal requirements, procedural steps, company-type distinctions, and common pitfalls.

What Are Articles of Association Under Turkish Law?

The articles of association (AoA) are the constitutional document of a Turkish company. They define the company’s:

• Trade name and registered address
• Scope of business activities
• Share capital and shareholding structure
• Governance model and management authority
• Share transfer rules
• Meeting and voting procedures

Under the Turkish Commercial Code No. 6102, the articles of association are binding on shareholders, directors, and third parties. Any amendment therefore requires formal corporate action and registration.

Legal Grounds for Amending Articles of Association in Türkiye

Companies may amend their articles of association for numerous reasons, including:

• Change of company title or registered address
• Expansion or restriction of business activities
• Capital increase or capital decrease
• Amendment of share classes or privileges
• Revision of management structure
• Adaptation to new legal or regulatory requirements
• Shareholder exit, entry, or restructuring

Regardless of the reason, amendments must comply with mandatory provisions of Turkish law and sector-specific regulations, if applicable.

Which Company Types Can Amend Articles of Association?

The amendment procedure depends on the legal form of the company. The most common types in Türkiye are:

• Joint-stock company
• Limited liability company

Each structure has distinct approval thresholds and procedural requirements under the TCC.

Step-by-Step Process to Amend Articles of Association in Türkiye

1. Drafting the Amendment Text

The first step is preparing a revised article or a full restated version of the articles of association. The draft must:

• Clearly identify the amended provisions
• Be consistent with mandatory TCC rules
• Reflect shareholder intent accurately
• Avoid vague or contradictory clauses

At this stage, engaging experienced company formation lawyers is strongly recommended to ensure legal enforceability and regulatory compliance.

2. Calling the General Assembly Meeting

Amendments to the articles of association must be approved by the general assembly of shareholders.

Key requirements include:

• Proper meeting call in accordance with the AoA and TCC
• Agenda item explicitly stating the proposed amendment
• Compliance with notice periods (generally at least 14 days)
• Inclusion of draft amendment text with meeting documents

In certain regulated sectors, prior approval from public authorities may be required before the meeting.

3. Quorum and Voting Requirements

Joint-Stock Companies

For a joint-stock company, the general rule is:

• Presence of shareholders representing at least half of the share capital
• Approval by the majority of votes present

However, stricter quorums apply for amendments related to:

• Change of company purpose
• Issuance of privileged shares
• Transfer restrictions
• Capital system changes

Limited Liability Companies

In a limited liability company, amendments generally require:

• Approval of shareholders representing at least two-thirds of the capital
• Majority of votes unless the articles impose stricter thresholds

4. Notarization of the Resolution

Once approved, the general assembly resolution and amended articles must be notarized in Türkiye. Notarization is mandatory and ensures authenticity for registration purposes.

For foreign shareholders, powers of attorney must be duly notarized and apostilled or legalized, depending on jurisdiction.

5. Registration with the Trade Registry

The amendment becomes legally effective only after registration with the relevant Trade Registry Office.

The registration application typically includes:

• Notarized general assembly resolution
• Amended articles of association
• Attendance list
• Signature circulars (if applicable)
• Government fees and publication charges

Following registration, the amendment is published in the Turkish Trade Registry Gazette.

6. Post-Registration Compliance

After registration, companies may need to:

• Update bank records
• Notify tax authorities and social security institutions
• Amend licenses or permits
• Update commercial contracts and corporate records

Failure to complete post-registration steps may create operational and compliance risks.

Special Approvals and Regulatory Authorities

Certain amendments require prior approval from public authorities before general assembly adoption, such as:

• Ministry of Trade approval for specific corporate changes
• Capital Markets Board approval for public companies
• Banking Regulation and Supervision Agency approval for financial institutions

These approvals must be obtained before proceeding with registration.

Common Mistakes When Amending Articles of Association

Companies frequently encounter legal issues due to:

• Improper meeting call procedures
• Insufficient quorum or voting ratios
• Poorly drafted amendment language
• Failure to obtain mandatory regulatory approvals
• Delayed or incomplete Trade Registry registration

Such errors may result in nullity claims, shareholder disputes, or administrative sanctions.

Strategic Importance of Professional Legal Support

Amending articles of association is not a purely administrative task. It has long-term legal, financial, and governance implications. Professional legal counsel ensures:

• Alignment with Turkish Commercial Code requirements
• Protection of shareholder rights
• Enforceability against third parties
• Smooth coordination with notaries and registries

As part of our broader company formation in Türkiye and corporate governance services, Finlexia Turkish Accounting Firm provides end-to-end legal support for all amendment processes.

Why Choose Finlexia Turkish Accounting Firm?

Since 2017, Finlexia Turkish Accounting Firm has been advising multinational corporations, SMEs, startups, and investors on Turkish corporate law. Our Istanbul-based team offers:

• Multilingual legal services
• Deep expertise in Turkish company law
• Strategic and compliance-focused approach
• Practical solutions for foreign shareholders

We handle all stages of articles of association amendments, from drafting and approvals to registration and post-compliance.

Contact us to Amend Articles of Association in Türkiye

Navigating the complexities of Turkish corporate law requires a partner who speaks the language of both the law and your business. Since 2017, Finlexia Turkish Accounting Firm has provided top-tier guidance to international investors in Istanbul. Whether you need to increase your capital to meet 2026 requirements or restructure your governance, our team is ready to assist.

If your company is planning to amend its articles of association in Türkiye in 2026 or beyond, we invite you to contact Finlexia Turkish Accounting Firm. Our experienced corporate lawyers are ready to provide tailored legal guidance and ensure your amendment process is completed efficiently, lawfully, and without risk.