New Turkish Commercial Code

Posted in ozbekcpa

  1. Article 8 – Compound interest, not less than three months, will apply on the commercial transactions.
  2. Article 11 – It is allowed to transfer the business firm as a whole
  3. Article 21 – The invoice shall be deemed to be accepted if the recipient does not raise any objection within 8 days. The confirmation letters shall be deemed to be accepted if no written objection is raised within 8 days.
  4. Article 23 – The buyer is allowed to terminate the agreement if the buyer does not completely receive the good and cannot receive the expected benefit from the agreement. In case of defective product delivery, the buyer must notify the seller about the situation within 2 days and if it is not clear that the good is defective, then the buyer must have others to determine the situation and notify to the seller within eight days.
  5. Article 64 – The merchant is responsible for keeping a written, visual or electronic copy of any commercial document, photocopy, carbon copy, microfiche, computer record or similar.
    The certifications related to closing are taken to June.
    Share ledger, resolution book, general assembly meeting and discussion book have become obligatory.
    The registration method for the books is determined by TMSK.
  6. Article 66 – A physical inventory must be taken in every three-year period.
  7. Article 74 – Free goods shall not enter into the assets.
  8. Article 75 – It is required to provide a provision for the possible losses.
  9. Article 89 – Two persons may withdraw from requesting their receivables, arising from a legal cause and result, one by one or separately and may request the amount remaining after itemizing them as debts and credits. Agreement is a current account agreement and must be performed in writing. Otherwise, it shall not be valid. The account is closed at the end of certain periods. If there is no period stated in the agreement, than this transactions is carried out at the end of the year.
  10. Article 94 – The remaining amount is determined at the end of every year and the party receiving the reconciliation statement is deemed to accept it if it does not submit a written and valid notice within one month.
  11. Article 129 – Default interest shall apply if the company capital is not paid within the given period.
  12. Article 195 – The group of companies (holding) is defined in this article.
  13. Article 336 – It is obligatory to keep the foundation documents for five years.
  14. Article 356 – The agreements related to the assignment or rental of the company for an amount of more than one tenth of the company within two years following the registration shall not be considered as valid until they are approved and registered by the general assembly.
  15. Article 358 – This article arranges that the shareholders become indebted to the company.
  16. Article 369 – Performance of honesty and care rules by the board members for the interests of the company
  17. Article 376 – If it is understood from the balance sheet of the last year that half of the capital and legal reserves is lost, then board of directors shall immediately invite the general assembly to a meeting and take corrective measures with the approval of the general assembly.In case 2/3 of the capital and legal reserves is lost, then the company automatically terminates if the general assembly, called immediately, does not resolve on completing the capital.
  18. Article 395 and 396 – The board members shall not compete with and make transaction with the company without the approval of the general assembly.
  19. Article 397 – It arranges the auditing of the financial statements by the auditors according to TMS. Article 400 arranges who can become an auditor.
  20. Article 615 – The borrowings standing in for equity.
  21. Article 625 – It is the responsibility of the company manager to notify the court that the company runs into debt.
    Article 632 – The company shall be responsible for any unjust act of the company manager.

COMPANY FOUNDATION AND REGISTRATION

  1. It is possible to found a company with one single person.
  2. The minimum capital limits have been changed.
    10.000,00 TL for Limited Liability Companies, 50.000,00 TL for Joint Stock Companies, and 100.000,00 TL for the ones selecting registered capital system.
    The registered capital system was being used only by the public companies. The general assembly is authorized to grant power to the board of directors to increase the capital according to the given limit. If needed, the companies will be able to increase their capital easily.
    And the companies are also allowed to go public at the time they are founded.
  3. An obligation to hire an auditor is required for the foundation, merger and separation transactions of the companies.
  4. The foreign joint stock companies are required to appoint a Turkish citizen residing in Turkey and the limited liability companies are required to appoint a manager residing in Turkey.
  5. The legal entities are allowed to manage a company through a real person.
  6. It is obligatory to deposit ¼ of the capital at the foundation to a bank account opened for the company. The remaining amount must be paid within 2 years.
  7. The foundation documents must be kept for 5 years.
  8. The founders are now obliged to make a declaration at the foundation.
    The responsibilities related to the foundation start upon the certification of the articles of association by the notary. The foundation is completed with the registration of the company. The disposals and responsibilities made on behalf of the company before the foundations shall be deemed as valid if the company accepts them within 3 months. The notification to the tax office may be performed by the trade registry office. If it is withdrawn from founding the company, then the monies deposited to the bank on behalf of the company shall be returned by the bank.
  9. A fine from 200 TL to 4.000 TL shall apply for the registrations not made within the given period.
  10. Three months to two years of imprisonment and administrative fine shall be applied to the ones who submit false declarations for the registrations and records.
  11. The companies are allowed to go public at the time they are founded.
  12. It is possible to perform any transaction on behalf of the company before a legal entity is granted to the company.
  13. The number of board members is decreased from 3 to 2. This number may be 1 in one-person companies.
  14. The board of directors convenes with the majority. The resolutions are taken with absolute majority of the attendees.
  15. The foundation costs shall be borne by the founders and shall not be recoursed until the company agrees with.
  16. The articles of association of the limited liability companies may be amended with 2/3 majority of the shareholders. The provisions of Article 621 are reserved.
  17. The general assembly must be held within three months following the ending of the fiscal period.

SUMMARY AND OVERVIEW
It makes the system closer to the international applications.
Generally, the transparency, alternatives for the management organization, electronic board of directors, taking the resolutions separately and the responsibilities of the management are being arranged.

The shareholding obligation for the board of directors is being removed; at least ¼ of the management must be graduated from university. It is possible to take resolution in the general assembly with secure electronic signature.
The quorum for the meeting has been reduced. It anticipates the director to manage the company cautiously and by considering the interest of the company.

Financial audit also covers the risk management. The auditor is registered and dismissed by a court order. Audit is obligatory, otherwise the financial statements will be void. The independent auditor cannot resign from the duty.

Corporate governance is arranged. Fairness, accountability, responsibility and transparency are foreseen.

Websites become obligatory. Public statements and financial tables, auditor reports, general assembly resolutions and board statements etc. will be published on the website and an official book certified by the notary shall be kept related to this. The questions for receiving information, the benefits provided to the directors and other information related to the shareholders shall be published on the website.

It anticipates the protection of capital.

The company will be able to make any business other than the scope of its activity. The possibility to convert the company into a private company easily has been provided.

Tax accounting ends. The accounting will be kept according to TMS.

The existing companies with more than one partner may turn into one partner companies. This must be registered and announced.

The group of companies (holding) is arranged with this law.

The assignment of tenancy right can also be transferred together with the company.

The trade books shall be kept according to TMS. The rules and sanctions related to arrangement, valuation and netting are arranged.

 

New Turkish Commercial Code (Click to download pdf file, right click and" save target as")