Changing a Director in Turkey? Here’s How to Get It Right

Appointing or removing a director isn’t just a matter of boardroom formality, especially in Turkey. From Trade Registry filings to notarised forms and signature circulars, every step must follow the Turkish Commercial Code, your Articles of Association, and the MERSIS platform. But don’t worry, we’ve broken it all down for you.

Start With Internal Rules and Legal Basics

Before any change can happen, review your Articles of Association (AoA). This will tell you whether the Board of Directors or the General Assembly is authorised to make the change. It also outlines voting thresholds, quorum requirements, and whether digital meetings are allowed.

At the meeting, a clear agenda must be set, and formal resolutions passed. Once the change is approved, board minutes and any supporting documents, such as resignation letters, must be signed and added to the official minute book. All of this is critical to ensure your filings are valid.

How Decisions Get Made and Documented

During the meeting, the board discusses the proposed change and reaches a decision through a formal vote. The outcome is documented in signed minutes, which must include attendees, resolutions made, and vote results. Once approved, these minutes become part of the company’s official records. Supporting documents, such as resignation and acceptance letters, must also be submitted to the Trade Registry within 15 days.

What to File and When

Timeliness is everything. Director changes must be filed with the Trade Registry, along with necessary forms, signature circulars, and identification documents. The MERSIS digital platform is commonly used for these filings. If the new director holds signing authority, an updated signature circular must be notarised and included. Non-compliance within the 15-day period may result in fines or legal complications.

Foreign Directors and Turkish Companies

Turkey welcomes foreign nationals as company directors, with or without Turkish residency. However, depending on the nature of their role and presence in Turkey, work and residency permits may be required. Their passports must be translated and notarised for filing. If they qualify as a UBO, their information must also be reported through MERSIS.

Do the Bylaws Need an Update?

Not necessarily. If the appointment does not affect the board structure or representation rules set in the Articles of Association, no amendment is needed. But if the change alters director numbers, duties, or qualifications, a General Assembly resolution to amend the bylaws will be required. Such changes must be approved and registered to become legally binding.

Tax, UBOs, and External Disclosure

Changes in directorship also touch on broader compliance areas. If the new director qualifies as a UBO, the register must be updated within one month of the change. This is essential for maintaining AML and corporate transparency obligations. Furthermore, the director change will be published in the Turkish Trade Registry Gazette once the Trade Registry processes the filing.

Transitioning Smoothly from One Director to the Next

The outgoing director has a duty to hand over all company assets, responsibilities, and strategic information. This ensures continuity in governance. If they had signing authority, the handover must include the updated signature circular. Confidentiality remains an obligation even after departure.

Varying Duties Based on Size and Sector

Director responsibilities differ based on company size and industry. A joint stock company, for example, faces more complex governance and reporting requirements than a small limited liability company. In regulated sectors like energy or banking, directorship may require prior approval from authorities, and non-compliance can have serious consequences.

Cross-Border Impact in Multinational Setups

In multinational corporate structures, a change in one jurisdiction can trigger ripple effects across others. Companies may need to update multiple registries, reissue signature documents, or reassess tax residency risks. Legal alignment and global governance consistency become key concerns.

What’s next?

Managing an officer change in Turkey requires precision, timely action, and clear communication across legal, operational, and regulatory layers. When done right, it’s not just a change in names—it’s a reaffirmation of governance strength. For more insights into processes in other jurisdictions, explore our article, Director changes in Greece: Steps, risks, and compliance.

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