Act No. 7511 Amending the Turkish Commercial Code and Certain Other Acts (the “Act”) was published in the Official Gazette No. 32560 of 28 May 2024.
Amendments to the Turkish Commercial Code No. 6102:
- Chairmanship and Deputy Chairmanship of the Board of Directors: The requirement for the chairman and the deputy chairman of the board of directors to be elected each year has been abolished, and provision has been made for these persons to be elected in a manner consistent with their terms of office. (Article 366)
- Appointment and Removal of Managers: With the exception of branch managers, the appointment and removal of other managers and of persons holding similar positions may be carried out without a resolution of the board of directors. This amendment is intended to enable companies to act more swiftly. (Article 375)
- Board of Directors Meetings: The chairman of the board of directors has been placed under an obligation to hold a meeting within 30 days at the latest where a meeting is requested by the majority. If the chairman does not issue the notice of meeting, those who requested the meeting may convene it directly. It has also been made permissible for a different method of convening meetings to be laid down in the articles of association. (Article 392)
- Companies Whose Trade Name Is Struck Off Without Liquidation:** In proceedings concerning the restoration of companies whose trade name has been struck off without being liquidated, the claiming of litigation costs and counsel fees from the trade registry directorate (Provisional Article 7)
By the Presidential Decision published on 25 November 2023, the minimum share capital amounts for companies were increased. As of 1 January 2024, the minimum amount became TRY 250,000 for joint stock companies, TRY 500,000 for non-public joint stock companies that have adopted the registered capital system, and TRY 50,000 for limited liability companies. Under this Act, companies falling below these minimum capital amounts are required to increase their capital to the stated amounts by 31 December 2026. Failing that, the companies will be deemed dissolved and the liquidation process will be commenced.
The initial capital of non-public joint stock companies that have adopted the registered capital system must be increased to TRY 500,000. If no capital increase is carried out, such companies will merely be regarded as having been removed from the registered capital system. If the capital falls below TRY 250,000, the companies will be deemed dissolved.
No decision quorum will be required at the meetings and resolutions will be adopted by a majority of the votes present. The Ministry of Trade may allow the period granted for the capital increase to be extended twice, by one year on each occasion. (Provisional Article 15)
Amendments to the Consumer Protection Act No. 6502:
- Powers of the Advertisement Board: In line with the decision of the Constitutional Court, the Advertisement Board has been empowered to order the removal of content and the blocking of access in respect of unlawful advertisements on the internet. (Article 63)
- Administrative Fines: The lower limit of the administrative fine in respect of goods or services whose sale is refused has been set at TRY 200, and that fine is required to be proportionate to the sale price of the goods or services. The amounts of the fines for certain infringements have also been increased. (Article 77)
- Infringements on the Internet: Decisions to remove content or to block access in respect of infringements in the internet environment will be applied on condition that notice is served on the party concerned. Blocking of access by the Advertisement Board will apply only to the infringing content, and the right to apply to the criminal judgeship of peace against a blocking decision has been abolished. (Article 77)
Amendments to the Act on the Regulation of Retail Trade:
- Administrative Fines: The amounts of the fines for excessive price increases and for activities that disrupt the balance of the market have been increased. In addition, the aggregate of the administrative fines may not exceed a specified limit. (Article 18)
- Combating Stockpiling: Where undertakings engaged in stockpiling are detected and penalised on at least three occasions, a closure penalty This penalty is limited to six days.
These amendments are intended to increase the effectiveness of inspections and to strengthen the deterrent effect of administrative sanctions.