What Is Change of Legal Form (Nev'i Değişikliği)?
A nev'i değişikliği is a change of a company's legal form — most commonly a limited liability company converting into a joint stock company — without the company being wound up.
The conversion is carried out under the change-of-form provisions of the Turkish Commercial Code. The company is not liquidated: the same legal entity continues in the new form with its assets and liabilities, so contracts, permits and the tax identification number are as a rule preserved.
The most common direction of travel is from a limited liability company (limited şirket) to a joint stock company (anonim şirket). The usual drivers are more flexible share transfers, the ability to issue share certificates, a structure better suited to incoming investors or a listing, and greater freedom in designing the governing body.
The process involves a conversion plan, a conversion report, a valuation prepared by a court-appointed expert or an authorised auditor, a general assembly resolution, and registration with the trade registry. Tax and social security notifications must be handled in parallel.
Where the conditions set out in the legislation are met, tax law allows the conversion to be treated as a transfer. If those conditions are not satisfied, the transaction can produce materially different tax consequences, which is why the structuring is settled before the first filing.