Company Articles of Association Translation

The document is used abroad whenever the company establishes a presence or enters into a transaction outside the country. In setting up a foreign subsidiary or branch, in bidding for an international tender, in opening an account with a foreign bank or in an investment review, the other side reads from this document who the company is and how it is governed. More often than not, it takes that information from the translation alone.

Translation is needed once the articles come before a foreign authority or counterparty. For transactions within Türkiye the document is used in its Turkish original, whereas an incorporation, a tender or a financing abroad calls for it to be translated into the target language and put through the authentication the transaction requires. In the other direction, the articles of a foreign company relied on in a transaction in Türkiye are transferred into Turkish. The country in which the document is to be used, and the purpose it serves, together determine the language of the translation and the layer of authentication.

What do the articles govern?

The body of the articles consists of a few fundamental headings: the trade name and registered office of the company, its objects, its capital and share structure, the position of the members or shareholders, and the rules on management and representation. Each heading is a part of the company’s identity and of the way it works; none of them is skimmed over in translation, because the other side very often decides on the strength of exactly these particulars.

The section on the objects deserves particular attention: it defines the fields in which the company may do business, and some transactions require that scope to cover specified activities. Translating this section incompletely or approximately can raise the question whether the company is authorised to undertake a given piece of work. The objects are therefore conveyed with exactly the scope set out in the document.

How they differ from a bilateral contract

Although the Turkish name contains the word ‘contract’, the articles of association are not a commercial contract under which two parties assume mutual obligations. A sale or a services contract governs a relationship between parties; the articles establish the existence and the internal order of a legal person. That distinction is observed in translation: the language of the articles is not one of performance and counter-performance but one of constitution and authority.

The difference shows in the terminology as well. The names of the organs, the rules on resolutions and meetings, the concepts of shares and capital all belong to the language of company law and have to be conveyed with their established equivalents. The formulas of bilateral contracts do not fit here; the articles are translated in the language of their own legal world.

The link with the registry, the gazette and registration

The articles do not stand alone; they take their meaning together with the trade registry records and announcements. The incorporation of the company and any amendment to the articles are entered in the trade registry and published in the relevant registry announcements. Files going abroad often call not only for the articles but also for a current registry record and a certificate of activity.

The trade name, capital and dates in these documents are expected to be consistent across the translations. Where a detail in the articles conflicts with one in the registry record, the other side begins to doubt how current the documents are. Every part of a file is therefore handled with the same scheme of terms and spellings.

Translating the capital and share structure

The amount of capital, the number of shares and the distribution of those shares among the members are the numerically most sensitive part of the articles. A figure or a proportion that slips misrepresents the company’s capital structure and who holds how much. Such data are treated as numerical identifiers; amounts, currency and percentages are conveyed in strict fidelity to the source document.

Classes of share and the privileges attached to them likewise demand care; arrangements such as preference shares, voting rights and restrictions on transfer bear directly on how the company is governed. Translating these particulars approximately can put investment and partnership decisions on the wrong footing. Every privilege is preserved with the scope given to it in the document.

Amendments and the current text

Articles of association change over time; resolutions such as a capital increase, a change of trade name or a widening of the objects are worked into the text and registered. A document submitted abroad is expected to reflect the company as it stands today. An old text that does not show the intervening changes gives the other side a false picture.

Before translation begins, then, it is determined which text is the operative one, and it is settled from the outset whether the current consolidated text or the amendment resolutions are wanted. The dates and registration details of the amendments are preserved in translation, because they show the point in time the text reflects.

In practice this is frequently muddled; the original incorporation text is sometimes submitted when what was actually wanted is the current text consolidated with all amendments. Translating the wrong text leads the other side to assess the company on an out-of-date picture. Which text, of which date, is the operative one is therefore expressly confirmed before translation.

Levels of authentication

The table below summarises the common uses of the articles of association and the authentication usually expected; the precise requirement varies with the foreign authority or counterparty carrying out the transaction. Where the process runs on a copy certified by the trade registry or on a notarised copy, the apostille step is determined accordingly.

Common mistakes in translating articles of association

• Translating the objects approximately and leaving their scope unclear.
• Translating the trade name and so destroying the company’s identity.
• Conveying the amount of capital, the number of shares or the proportions incorrectly.
• Glossing over preference share and voting right arrangements.
• Having an old, superseded text translated instead of the current one.

Let us build your corporate file consistently

Articles of association usually travel abroad in the same file as the signature circular, the certificate of activity and the registry records, and translating that whole consistently in trade name, capital and dates is what preserves its force. Once you send us your documents we establish which text is current and plan the terminology and the chain of authentication with you. You can see related corporate documents in our document guide and the basis on which we work on our pricing page, and you can send your file through the quotation form.

This page is for information; the form of the document and the chain of authentication differ according to the country in which the transaction takes place. We recommend checking the current position with the authority carrying out the transaction.