The Law No. 7511 on the Amendment of the Turkish Commercial Code and Some Other Laws ("Law") was published in the Official Gazette dated 29 May 2024, and numbered 32560. In this context, various articles of the Turkish Commercial Code numbered 6102 ("TCC") have been amended. These amendments are summarized below:
- Presidential Decision on Increasing the Minimum Capital Amount for Joint-Stock and Limited Liability Companies numbered 7887 and dated 24 November 2023 specified the minimum capital amount for joint stock companies as 250,000 (two hundred and fifty thousand) Turkish Liras, 100,000 (one hundred thousand) Turkish Liras for limited liability companies and the minimum capital amount of non-public joint-stock companies for the registered capital system as 500,000 (five hundred thousand) Turkish Liras. With the Amendment Law, joint-stock companies and limited liability companies that fail to meet the minimum capital amount are required to increase their capital to the specified minimum amounts by 31 December 2026. If the necessary capital increase is not completed by the specified date, the relevant companies will be deemed to have been dissolved directly. Non-public joint stock companies will be considered to have exited this system if they have not increased their initial capital and issued capital to 500,000 (five hundred thousand) Turkish liras by the specified date. The Ministry of Trade has the authority to extend this date maximum of 2 (two) times, with each extension lasting for 1 (one) year.
- Prior to the Amendment Law, appointment and dismissal of branch managers and authorized signatories could be carried out exclusively by the board of directors. However, with the Amendment Law, the appointment and dismissal of branch managers and authorised signatories have been excluded from this scope. Accordingly, this exclusive authority of the board of directors may be transferred to the members of the board of directors or to third parties.
- The requirement to annually re-elect the chairman and vice chairman of the board of directors as part of the duty distribution decision has been abolished with the Amendment Law. As a result, the terms of office for the chairman and vice chairman of the board can be determined parallel to the terms of office for the board members, eliminating the need for the board to make a duty distribution decision each year.
- Before the Amendment Law, the chairman of the board of directors was able to call for convening the board of directors meeting. Each board member was also able to request the chairman to convene the board of directors meeting. However, the procedure as to which was not clearly stated in the event where the chairman did not fulfil this request. With the Amendment Law, the chairman is obliged to convene a meeting in response to a written request from the majority of the board members within 30 (thirty) days as of the request date. In cases where the board of directors meeting is not convened within this period or board members cannot reach the chairman regarding the meeting request, they may make this call directly themselves. The articles of association may provide a different procedure for convening the board of directors meeting if that is preferred.
- Prior to the Amendment Law, in cases of reinstatement concerning companies and cooperatives de-registered from the Trade Registry Offices, legal expenses and attorney fees could be charged against the Trade Registry Offices as defendants. However, with the Amendment Law it is explicitly covered that the legal expenses and attorney fees cannot be left on the Trade Registry Offices.
The Amendment Law has come into effect as of its publication date and addressed the problems and uncertainties encountered in the implementation of the relevant provisions of the TCC and includes amendments to carry out these processes more quickly.
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