Registration Form • Nov 5, 2025
Registration Form
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In accordance with the provisions of the Turkish Commercial Code on the sudden establishment of jointstock companies, a joint-stock company in the nature of an intermediary institution has been established between the founders whose names, surnames, domiciles and nationalities are listed below.
| Seq No | Founder's First and Last Name | Residence Address | Nationality |
|---|---|---|---|
| Günay Yalavaç | |||
| Emine Gülseli Yalavaç | |||
| Korhan Tunay Yalavaç | |||
| Tuğba Özcan | |||
| Munzur Özcan | |||
| Rıza Özcan | |||
| Alpaslan Özcan | |||
| Semih Hatapkapulu | |||
| Melih Hatapkapulu | |||
| İbrahim Sabih Hatapkapulu | |||
| Tülin Ümmügülsüm Sökmenoğlu | |||
| Oktay Bayrı | |||
| Mehmet Gökhan Çatana |
The registered trade name of the Company is TERA YATIRIM MENKUL DEĞERLER ANONİM ŞİRKETİ'. The short trade name of the Company is 'TERA YATIRIM'.
The purpose of the Company is to provide investment services and activities and ancillary services in accordance with the provisions of the Capital Market Law No. 6362 and related legislation.
In order to achieve this purpose, the Company may carry out the following activities and transactions: Provided that it fulfills the necessary conditions under the Capital Market Law and the regulations of the Capital Market Board;
− Providing loans or credits and foreign exchange services limited to investment services and activities,
− Conducting investment research and financial analysis or providing general advice on transactions related to capital market instruments,
The company may borrow in Turkish Lira or foreign currency from both domestic and foreign markets, within the limits set by capital market regulations, in order to meet its short-term funding needs or portfolio-related costs. The limits on debt instruments that can be issued comply with the provisions of the Capital Markets Law and other relevant legislation. The company's board of directors has the authority to issue bonds, notes, and other debt instruments within the limits determined by the Capital Markets Board under Article 31/3 of the Capital Markets Law. In addition to the matters listed above, if it is desired to engage in other activities deemed necessary and beneficial for the Company, a resolution of the General Assembly shall be required. Permission will be obtained from the Ministry of Trade and the Capital Markets Board for the implementation of these decisions, which constitute amendments to the Articles of Association. Amendments to the articles of association shall take effect against third parties after registration and publication. While carrying out the above-mentioned matters, the company will fulfill its public disclosure obligations in accordance with the Capital Markets Law and related legislation for the purpose of informing investors.
The headquarters of the company listed above is located in the SARIYER district of ISTANBUL province. Its address is MASLAK MAHALLESİ ESKİ BÜYÜKDERE CAD. İZ PLAZA Apt. NO: 9/39 SARIYER/ISTANBUL. In the event of a change of address, the new address shall be registered with the commercial registry and announced in the Turkish Trade Registry Gazette, and shall also be reported to the Ministry of Trade and the Capital Markets Board. Any notification sent to the registered and published address shall be deemed to have been made to the Company. If the Company fails to register its new address within the specified period despite having moved from its registered and published address, this shall be considered a reason for termination. The Company may open a branch or liaison office within or outside Turkey by a decision of the board of directors, provided that it obtains permission from the Capital Markets Board and informs the Ministry of Trade.
The Company is established for an indefinite period starting from its definitive incorporation. This period may be changed by amending the Company's articles of association in accordance with the Turkish Commercial Code, the Capital Markets Law, and relevant legislation.
The company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law and has transitioned to this system with the permission of the Capital Markets Board dated August 20, 2020, numbered 52/1040.
The company's registered capital ceiling is 3,000,000,000 TL (Three billion Turkish Lira) and is divided into 3,000,000,000 (Three billion) shares, each with a nominal value of 1 TL (One Turkish Lira).
The registered capital ceiling permit granted by the Capital Markets Board is valid for the years 2025-2029 (five years). Even if the authorized registered capital ceiling is not reached by the end of 2029, it is mandatory to obtain authorization from the General Assembly for a new period not exceeding five years by obtaining permission from the Capital Markets Board for the given ceiling or a new ceiling amount. If such authorization is not obtained, the board of directors cannot increase the capital.
The company's issued capital is 700,000,000 TL (SevenhundredmillionTurkishLira) and has been paid in full without any collusion. This capital is divided into 700,000,000 (Sevenhundredmillion) shares, each with a nominal value of 1 TL (oneTurkishLira), consisting of 50,000,000 A group registered shares and 650,000,000 B group registered shares.
The capital increase of 542,500,000 TL has been fully covered from internal resources, of which 416,264,464.74 TL has been added to the capital through the capitalization of Extraordinary Reserves, and 126,235,535.26 TL through the capitalization of the Share Premium, as reflected in the financial statements prepared in accordance with the Tax Procedure Law.
In capital increases, unless the shareholders' rights to acquire new shares are restricted, new A group shares will be issued in exchange for A group shares, and new B group shares will be issued in exchange for B group shares. However, if the shareholders' rights to acquire new shares are restricted, all new shares to be issued will be issued as B group shares.
In the event of a capital increase without consideration, the shares representing the increased capital shall be distributed to the existing shareholders in proportion to their shareholdings as of the date of the increase.
Group A shares have privileges in the determination of board members and the exercise of voting rights within the framework of the relevant articles of this articles of association.
There are no restrictions on share transfers within the conditions stipulated by capital markets legislation. The company's capital may be increased or decreased, as necessary, within the framework of the provisions of the Turkish Commercial Code and capital markets legislation.
The Board of Directors is authorized to increase the issued capital by issuing shares up to the registered capital ceiling when deemed necessary, in accordance with the provisions of the Capital Markets Law and related legislation, and to make decisions on restricting the rights of preferred shareholders and limiting the rights of shareholders to acquire new shares, as well as on the issuance of shares at a premium or below par value. The authority to restrict rights to subscribe for new shares may not be exercised in a manner that creates inequality among shareholders. New shares may not be issued until the consideration for the issued shares has been collected. Shares representing capital are recorded in accordance with the principles of dematerialization.
The affairs and administration of the Company shall be conducted by a Board of Directors consisting of at least 5 (five) members in accordance with the provisions of the Turkish Commercial Code.
The Board of Directors shall meet at times deemed necessary for the affairs of the Company, upon the call of the chairman or vice-chairman. Meetings shall be held at the Company's headquarters. However, the Board of Directors may also meet at another location, provided that it decides to do so. Each member of the Board of Directors may also apply in writing to the chairman or deputy chairman and request that the Board be convened. If the chairman or deputy chairman still does not convene the Board of Directors, the members shall also have the authority to convene the Board on their own initiative. The Board of Directors shall meet with a majority of its total number of members and shall take its decisions by a majority vote of the members present at the meeting.
For a Board of Directors meeting to commence, a majority of the current members must be present at the meeting. Decisions are made by a majority vote of the members present at the meeting. Each member has one vote at Board of Directors meetings. Decisions may also be made in accordance with the Turkish Commercial Code by obtaining the written approval of at least a majority of the full membership of the Board of Directors on a proposal made in the form of a resolution to all members of the Board of Directors. The provisions of the Capital Markets Board's Corporate Governance Circular (II.17.1) are reserved. Those entitled to attend the company's board of directors' meetings may also participate in these meetings electronically, in accordance with Article 1527 of the Turkish Commercial Code. The company may establish an electronic meeting system that allows rights holders to participate in and vote at these meetings electronically, in accordance with the provisions of the communiqué regarding meetings to be held electronically in commercial companies other than the general meetings of joint stock companies, or it may purchase services from systems created for this purpose. At the meetings to be held, the rights holders shall be able to exercise their rights specified in the relevant legislation within the framework specified in the notification provisions through the system established in accordance with this provision of the company's articles of association or through the system from which support services will be purchased. Some members may participate in a meeting in person, while some members may participate electronically. In such cases, the provisions of this Articles of Association regarding meetings and decision quorums shall apply mutatis mutandis.
Group A shares have the privilege of nominating candidates for the election of Board of Directors members. Half of the Board of Directors members shall be elected by the general assembly from among the candidates nominated by Group A shareholders. If the number of Board of Directors members is an odd number, the remainder shall be rounded down to the nearest whole number. The other members of the Board of Directors shall be determined by the General Assembly.
Legal entities may be members of the Board of Directors. If a legal entity is elected as a member of the Board of Directors, only one natural person designated by the legal entity shall be registered and announced on behalf of the legal entity; furthermore, the fact that the registration and announcement have been made shall be immediately disclosed on the Company's website. Only this registered person may attend meetings and vote on behalf of the legal entity. It is a requirement that the members of the Board of Directors and the natural person to be registered on behalf of the legal entity have full legal capacity. The reasons for termination of membership also constitute grounds for disqualification from election. The majority of the members of the Board of Directors shall consist of members who are not executives. The number and qualifications of independent members to serve on the Board of Directors shall be determined in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law, the regulations of the Capital Markets Board on corporate governance, and other relevant legislation. The establishment of committees within the Board of Directors, the areas of responsibility of the committees, and the principles of their operation are carried out in accordance with the Turkish Commercial Code, the Capital Markets Law, the regulations of the Capital Markets Board on corporate governance, and the
It is mandatory for more than half of the Board of Directors Members to be graduates of higher education institutions.
The term of office of the Board of Directors Members is a maximum of three years. Board of Directors Members whose term of office has expired may be re-elected to the Board of Directors.
provisions of other relevant legislation.
Board Members may be removed from office at any time by a General Assembly decision, regardless of their term of office, even if they were appointed by the articles of association, if there is a relevant item on the General Assembly agenda or if there is a valid reason even if there is no such item on the agenda. If a membership becomes vacant for any reason, the Board of Directors shall provisionally appoint a person who meets the conditions specified in the Turkish Commercial Code and Capital Markets legislation to fill the vacancy and submit the appointment to the first General Assembly for approval. If approved by the General Assembly, they shall complete the term of office of their predecessors.
The Board of Directors is responsible for and authorized to perform the duties and exercise the powers not assigned to the General Assembly, as well as to carry out the tasks assigned to it by the Turkish Commercial Code, the Capital Markets Law, this Articles of Association, and other relevant legislation, and by the General Assembly, and to manage the Company.
The Board of Directors may delegate its management authority in whole or in part to at least two members of the Board of Directors in accordance with an internal regulation it shall issue within the framework of Article 367 of the Turkish Commercial Code and the third paragraph of Article 15 of the Communiqué on the Establishment and Operating Principles of Investment Institutions No. III-39.1.
In this case, the internal directive to be issued shall clearly specify the areas of authority and responsibility of each member to whom management authority is delegated, leaving no room for doubt.
Upon a decision taken by the Board of Directors, the Company's power of representation may be delegated to one or more members of the Board of Directors, one or more authorized members, or third parties as managers, in accordance with the provisions of Article 370 of the Turkish Commercial Code, provided that the duties and powers that cannot be delegated as set forth in Article 375 of the Turkish Commercial Code remain reserved.
At least one member of the Board of Directors must have the power of representation.
The transfer of the power of representation shall not be valid unless a notarized copy of the decision indicating the persons authorized to represent and their forms of representation is registered and announced in the commercial register.
Limitations on the power of representation shall not be binding on third parties acting in good faith; however, limitations registered and announced regarding the power of representation being specific to the affairs of the head office or a branch or to be exercised jointly shall be valid.
The provisions of Articles 371, 374, and 375 of the Turkish Commercial Code shall remain reserved.
The Board of Directors may establish committees and commissions for the conduct of business. The relevant legislation shall apply to the formation, duties, and working principles of the committees that the Board of Directors is required to establish under the Capital Markets Law, the Capital Markets Board's regulations on corporate governance principles, the Turkish Commercial Code, and related legislation, as well as their relations with the Board of Directors.
In order to ensure that the Board of Directors performs its duties and responsibilities in a sound manner, committees that are required by law to be established or deemed appropriate by the Board of Directors, including the Early Risk Detection Committee, the Audit Committee, the Corporate Governance Committee, the Nomination Committee, and the Compensation Committee, shall be established within the Board of Directors.
However, if a separate Nomination Committee and Compensation Committee cannot be established due to the structure of the Board of Directors, the Corporate Governance Committee shall also perform the duties of these committees. The scope of duties, working principles, and membership of the committees shall be determined by the Board of Directors and disclosed to the public.
All members of the Audit Committee and the chairpersons of other committees must be selected from among the independent members of the Board of Directors. Within the framework of Article 392 of the Turkish Commercial Code and other relevant legislation and capital markets legislation, members of the Board of Directors have the right to request information, ask questions, and conduct investigations regarding all of the Company's business and transactions. The right of Board members to request information, ask questions, and conduct investigations cannot be restricted. Board members must obtain permission from the General Assembly to perform a commercial transaction related to the Company's business on their own behalf or on behalf of another party, or to become a partner with unlimited liability in a company engaged in the same type of commercial activities. In this regard, Article 396 of the Turkish Commercial Code and the provisions of other relevant legislation shall apply.
The company's audit is conducted by an independent audit firm selected by the general assembly. The independent audit firm performs its duties in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law, and related legislation. III-39.1 Pursuant to the eighth paragraph of Article 38 of the Communiqué on the Establishment and Operating Principles of Investment Institutions, information regarding the selected independent audit firm and any changes thereto shall be reported to the Turkish Capital Markets Board.
The General Assembly shall convene in accordance with the mandatory provisions of the Turkish Commercial Code and the provisions of the Company's General Assembly Internal Regulations prepared by the Board of Directors and approved by the General Assembly, within the framework of the following principles.
g) Participation in the General Assembly Meeting Electronically: Shareholders entitled to attend the Company's General Assembly meetings may also participate in these meetings electronically, in accordance with Article 1527 of the Turkish Commercial Code. The company may establish an electronic general meeting system that allows shareholders to participate in General Assembly meetings electronically, express their opinions, make suggestions, and cast votes, in accordance with the provisions of the Regulation on General Meetings to be Held Electronically in Joint Stock Companies, or it may purchase services from systems created for this purpose. In all general assembly meetings to be held, in accordance with this provision of the articles of association, rights holders and their representatives shall be able to exercise their rights specified in the provisions of the aforementioned regulation through the established system.
h) Registration and Publication of General Assembly Resolutions: The Board of Directors is obligated to immediately submit a notarized copy of the General Assembly minutes to the Trade Registry Directorate and to register and announce the matters subject to registration and announcement contained in these minutes. The minutes are also immediately posted on the Company's website. It shall be announced on the Public Disclosure Platform. The registration and announcement of General Assembly Resolutions shall be carried out in accordance with the provisions of the Turkish Commercial Code and Capital Markets Legislation.
The Corporate Governance Principles mandated by the Capital Markets Board are complied with. Transactions conducted and board decisions made without complying with the mandatory principles are invalid and deemed contrary to the articles of association. Transactions deemed significant in terms of the application of Corporate Governance Principles, transactions involving any related parties of the Company, and transactions involving the provision of guarantees, pledges, and mortgages in favour of third parties shall comply with the CMB's regulations on corporate governance. The number and qualifications of independent members to serve on the board of directors shall be determined in accordance with the CMB's regulations on corporate governance.
Matters that must be announced by the Company by law shall be announced in accordance with the relevant provisions of the Turkish Commercial Code and the Capital Markets Law, as well as the regulations, circulars, and other relevant legislation issued within the framework of these laws, subject to compliance with the time limits specified in the relevant regulations. Matters for which the place of announcement is specified in the regulations shall be announced at the specified locations, while matters for which the place of announcement is not specified shall be announced on the Company's website. Special situation disclosures to be made in accordance with the regulations of the Capital Markets Board and any disclosures required by the Capital Markets Board shall be made in a timely manner in accordance with the relevant legislation.
The company's fiscal year begins on the first day of January and ends on the 31st day of December. However, the first fiscal year begins on the date the company is officially established and ends on the thirtyfirst day of December of that year.
The company's profit is determined in accordance with the Turkish Commercial Code, Capital Markets legislation, and generally accepted accounting principles. After deducting the company's general expenses, amounts that the company is required to pay or set aside, such as various amortizations, and taxes that the company's legal entity is required to pay from the income determined at the end of the accounting period, the remaining profit for the period shown in the annual balance sheet is allocated in the following manner, after deducting any losses from previous years, if any.
distribution policy principles, based on the amount calculated by adding any donations made during the year to the balance.
3) After the above deductions have been made, the General Assembly has the authority to decide on the distribution of the profit share to other members of the board of directors, except for independent board members, to preferred shareholders, to the Company's officers, employees, workers, and to foundations established for various purposes.
4) After deducting the amounts specified in paragraphs 1, 2, and 3 from the net profit, the General Assembly is authorized to distribute the remaining portion as a second dividend, in whole or in part, or to allocate it as a reserve fund set aside at the request of the company in accordance with Article 521 of the Turkish Commercial Code. However, even in this case, the provisions regarding the allocation of a second statutory reserve from the dividends decided to be distributed remain reserved.
The date and method of payment of the annual profit to shareholders shall be determined by the General Assembly upon the proposal of the Board of Directors, in accordance with the provisions of the Turkish Commercial Code and the Capital Markets legislation. Profits distributed in accordance with the provisions of the articles of association cannot be reclaimed.
The Board of Directors may distribute cash dividend advances provided that it is authorized by the General Assembly and complies with the relevant article of the Capital Markets Law and the circulars issued by the Capital Markets Board. The authority granted to the Board of Directors by the General Assembly to distribute dividend advances is limited to the year in which this authority is granted. The total dividend advance that may be paid may not exceed half of the net profit for the previous year or the net profit for the relevant interim period as shown in the interim financial statements, whichever is lower. No decision may be made to pay an additional dividend advance or distribute dividends until the dividend advances paid in the previous period have been fully offset.
The provisions of Articles 521, 522, and 523 of the Turkish Commercial Code regarding reserves set aside at the company's own discretion and the provisions of the Capital Markets Legislation shall apply to reserves set aside by the company.
The Company may issue any type of debt instrument, profit and loss sharing certificate, profit-sharing bond, convertible bond, and other securities recognized as capital market instruments, within the limits determined by the Capital Markets Board, in accordance with the provisions of the Capital Markets Law and related legislation, by resolution of the Board of Directors.
The Board of Directors is authorized indefinitely to issue bonds, finance certificates, and other capital market instruments that qualify as debt instruments in accordance with the provisions of the Turkish Commercial Code and Capital Markets Legislation.
The company's detailed and summary balance sheets, income statements, annual Board of Directors activity reports, and Auditor reports are prepared in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Law, and related legislation.
Financial statements and reports required to be prepared by the Capital Markets Board, as well as independent audit reports where independent audit is required, are disclosed to the public in accordance with the relevant provisions of the Turkish Commercial Code and the procedures and principles determined by the Capital Markets Board.
The provisions of the Turkish Commercial Code, capital markets legislation, and other relevant legislation shall apply to the dissolution of the company, its liquidation, and related transactions.
Matters not covered in this Articles of Association shall be governed by the provisions of the Turkish Commercial Code, capital markets legislation, and other relevant legislation.
The company may make any kind of donation that does not interfere with its business objectives and activities, provided that it does not violate the capital markets legislation's regulations on hidden profit transfers.
The upper limit of donations to be made by the company is determined by the general assembly, and the donations made are added to the distributable profit base. The CMB has the authority to set an upper limit on the amount of donations to be made. Donations cannot violate the CMB's regulations on hidden profit transfers and other relevant legislation, the necessary special situation disclosures are made, and information on donations made during the year is presented to the shareholders at the general assembly.
| Article No | Registration Date of the Article Amendment |
Date of Turkish Trade Registry Gazette Regarding the Announcement of Registration |
Turkish Trade Registry Gazette No Regarding the Announcement of Registration |
|---|---|---|---|
| 6 | 05.11.2025 | 05.11.2025 | 792 |
| 2,5,6,7,8,9,10,11,12,13,14,15,16,17,18,19 | 08.07.2025 | 10.07.2025 | 11369 |
| 7 | 01.10.2024 | 01.10.2024 | 11176 |
| 7 | 13.04.2023 | 04.05.2023 | 10824 |
| 3,4,6,7,8,10,13,15,16,17,18,19,20,21 | 14.10.2020 | 14.10.2020 | 10181 |
| 2,6,8,10,14,17 | 31.12.2019 | 07.01.2020 | 9988 |
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