Our assessments regarding the legal procedures within the scope of branch liquidation transactions to be followed in compliance with the Turkish Commercial Code numbered 6102 (“TCC”) and before the Istanbul Trade Registry Directorate regarding the liquidation process of the Overseas Centered Companies’ Turkey Branch.

I. Regarding The Closing – Liquidation Procedures Of Overseas Centered Companies’ Turkey Branch

As a first transaction regarding the Branch liquidation, an application has been made via a petition to be prepared addressing to the Istanbul Chamber of Commerce Relevant Regional Representative with the documents stated below by creating a record in relation to the liquidation entre and liquidation final separately, on the Central Registration System (“CRS”). Within this scope, firstly, the liquidation entry processes should be completed within the following information and documents.

(i) A decision of the authorized body of the Company Centre regarding the commencement of the liquidation. The original or the translated two copies of the aforementioned decision shall be certified by the public notaries in the country where the Company is subject to, and it is required to be certified in the Turkish Consulate or in accordance with the provisions of “Abolishing the Requirement of Legalisation for Foreign Public Documents” and shall be submitted to the Istanbul Trade Registry Directorate with a notarized Turkish translation.

(ii) Statement of the signature of liquidator under the branch commercial name in accordance with the article 40 of the TCC in liquidation.

(iii) Turkish Identification Number scheme of the liquidator.

(iv) A document of which signatures are notarized, regarding the accepting the duty by the liquidator.

(v) In order to prevent the extension of the liquidation period after the registration of the commencement of the liquidation, an announcement regarding the call to the creditors should be made in the Turkey Trade Registry Gazette.

Following the necessary procedures as stated above, after the completion of the liquidation entry process, end-liquidation procedures will be initiated.

At the end of liquidation transactions; a decision of the authorized body of the Company Headquarters shall be taken at this time regarding the acceptance of the liquidation balance sheets. The original or the translated two copies of the aforementioned decision shall be certified by the public notaries in the country where the Company is subject to, and it is required to be certified in the Turkish Consulate or in accordance with the provisions of “Abolishing the Requirement of Legalisation for Foreign Public Documents” and shall be submitted to the Istanbul Trade Registry Directorate with a notarized Turkish translation. Additionally, Liquidation Statement shall be prepared.  This statement has to include the final and definitive balance sheet approved by the authorized body of the Company Headquarters, regulated as of the date of decision, signed by the liquidator with the company stamp in liquidation.

II. In Conclusion

An application with the above-mentioned information and documents regarding the liquidation procedures of the branch registered to the Istanbul Trade Registry Directorate, of which centre is in the abroad, should be made to the Istanbul Chamber of Commerce, Relevant Regional Representative personally or by proxy. In this context, we are pleased to follow these processes on your behalf subject to your commercial discretion. Following the completion of the related processes, we would like to inform you that the liquidator will have to make a request from the registry office in order to delete the trade name of the Branch from the registry.

Since the liquidation of the Branch will need to be completed after the exhaustion of receivables and debts; we are in the opinion that non-completion of the required capital payments would likely to cause tax problems.

This Memorandum has been prepared for the purposes of information and benefit in line with the current regulations and you can contact us at any time from the contact information in the website for further information.