Duyurular

Recent Amendments to the Turkish Commercial Code No. 6102

Commercial Law

The Law numbered 7511 "Law on Amendments to the Turkish Commercial Code and Certain Laws" (The "Law"), which the Grand National Assembly of Turkey passed on 23 May 2024, was published in the Official Gazette dated 29 May 2024 and numbered 32560. The Law made significant amendments to the Turkish Commercial Code numbered 6102 ("TCC").

The amendments introduced by the Law are summarised as follows:

  • According to the amendment to Article 366 of the TCC, entitled "Allocation of Duties", the obligation of the Board of Directors to elect each year a Chairman and a Vice-Chairman (to act in the absence of the Chairman) from among its members has been abolished.
  • The power to appoint and dismiss branch managers and authorised signatories has been excluded from the non-transferable and inalienable powers of the Board of Directors.
  • If the members of the Board of Directors request the Chairman in writing to convene a meeting of the Board of Directors, the Chairman shall be obliged to convene a meeting of the Board of Directors to be held within thirty days at the latest from the date of receipt of such written request. If the Board of Directors is not convened within this period, or if the Chairman or the Vice-Chairman cannot be reached, the meeting may be convened directly by the requesting members.
  •  As of 1 January 2024, a transitional regime has been introduced for companies that have not increased their minimum capital to TRY 250,000 for joint stock companies, TRY 500,000 for private joint stock companies that accept the registered capital system, and TRY 50,000 for limited liability companies.

Accordingly, joint-stock and limited liability companies that are below these minimum capital amounts must increase their capital to the amounts specified in Articles 332 and 580 of the TCC by 31 December 2026. Companies that fail to raise these amounts are deemed to have ceased trading.

No quorum shall be required at the General Meetings held for the capital increase and resolutions shall be passed by a majority of the votes cast at the meeting. No privilege may be exercised against these resolutions.

The amendments are effective from the date of publication.

You can access the full text of the Law (in Turkish) here.

 

Kind regards,

Zumbul Attorneys-at-Law

info@zumbul.av.tr