Company Articles of Association Translation for the USA

Inc./LLC and the false-equivalent trap

The common corporate forms in the USA are the corporation (Inc.) and the limited liability company (LLC), and their constitutive documents go by names of their own again, such as Articles of Incorporation or a Certificate of Formation. The sharpest trap in translation lies in writing a Turkish “Limited Şirket” name down directly as LLC or Ltd; an LLC is a different legal structure from a Turkish limited company, and that equation misrepresents the nature of the company. What works is to keep the Turkish name unchanged and, if an explanation is needed, to give the form in brackets. A trade name is an identity; it is not translated but preserved exactly as the source writes it.

The concepts of organs and shares call for care as well; a share in a joint stock company and a membership interest in an LLC are different things, and neither is forced into the other. The names of the organs in the articles, and the rules on resolutions and meetings, are conveyed by their own functions. These terms belong to the language of company law; the formulae of a bilateral commercial contract do not fit here.

The Secretary of State register, and no federal scheme

Companies in the USA are registered not federally but with the office of the Secretary of State of the state in which they are formed; a company’s existence is verified from that state record. A Turkish company’s trade registry record and certificate of activity are usually submitted in the same file as the articles of association, and the name, capital and date data across those documents are expected to be consistent in translation. Which state the document will be used in, and in what proceeding, also affects the form in which the translation will be required; there is no single federal standard.

Although the objects usually appear in US company documents as a broadly drawn purpose clause, the objects in Turkish articles of association are carried across exactly in the scope the document gives them; an approximate translation can raise the question whether the company is authorised to carry out a given activity. Wording that narrows or widens the scope is therefore carefully avoided.

Capital and the wording on shares

Capital, the number of shares and how they are distributed form the numerically most sensitive part of the articles; a figure that slips misstates who holds how much. Amounts, currency and proportions follow the source document exactly; a Turkish lira figure is not turned into a dollar equivalent, but carried as the document writes it. Because the US system does not usually call for a minimum capital, carrying the capital structure in the Turkish document across as it stands and in full is what allows the other side to assess the company correctly. Privileged shares and voting rights are likewise preserved in the scope in which they are defined; an approximate rendering of a privilege or a transfer restriction can put investment and partnership decisions on the wrong footing.

The articles are not fixed for good; a capital increase or a change of name is written into the text and registered. A document going abroad is expected to reflect the company as it stands, so whether what is wanted is the current text consolidated with the amendments, rather than the original constitutive text, is clarified at the outset.

• Do not translate the Turkish company name into LLC/Ltd; carry the identity across in the form the source gives it.
• Do not force a share into a membership interest; keep the concepts apart.
• Check that the certificate of accuracy has been attached to the translation.

Certification: the signed certificate of accuracy

The USA has no sworn translator system; the translation of a foreign company document usually has a signed certificate of accuracy attached to it, and some proceedings also require the signature on that certificate to be witnessed by a notary. The layer of certification expected by a bank, in an investment review or in litigation varies with the matter. The USA is a party to the Hague Apostille Convention; where an apostille is needed, it is obtained on notarised copies from the relevant judicial justice commission, and the current position should be confirmed from the official HCCH list. You can handle your corporate file through our single office in Ankara Kızılay, see the cost on our pricing page and request a quote by uploading your document. This page is for general information and is not legal or financial advice; consult your accountant or your lawyer on company matters.