The Amendments to the Turkish Commercial Code

Law No. 7511 on Amendments to the Turkish Commercial Code and Certain Laws (Amending Law) was published in the Official Gazette dated 29.05.2024 and numbered 32560. The Amending Law envisages some amendments to the Turkish Commercial Code No. 6102 (TCC):

• To enable the election of the chairman and deputy chairman of the board of directors in accordance with the term of office of the board of directors, the expression “each year” was removed from Article 366 of the TCC, which stipulates that the chairman and deputy chairman of the board of directors shall be elected each year.
• To facilitate company transactions, the appointment and dismissal of the branch managers have been removed from the non-transferable and inalienable duties and powers of the board.
• Article 392/7 of the TCC stipulates that each member of the board of directors may request the chairman of the board of directors in writing to call the board of directors for a meeting. With the Amending Law, the possibility of the chairman of the board of directors remaining silent on this request was taken into consideration and it was regulated that upon the written request of the majority of the members of the board of directors, the chairman of the board of directors is obliged to call the board of directors for a meeting to be held within 30 days at the latest from the date of receipt of the request; in cases where the board of directors is not called for a meeting within this period or the chairman or deputy chairman of the board of directors cannot be reached, the call may be made directly by the requestors; and a different procedure for calling the board of directors for a meeting may be determined in the articles of association.
• The following amendments have been made to resolve the uncertainties regarding the minimum capital amounts of companies:

1. Joint stock companies with a capital of less than TRY 250,000 and limited liability companies with a capital of less than TRY 50,000 shall be deemed to have dissolved if they do not increase their capital to the minimum capital amounts until 31.12.2026.
2. Non-public joint stock companies that have adopted the registered capital system with an issued capital of at least TRY 250,000 shall be deemed to have exited this system unless they increase their initial capital and issued capital to TRY 500,000 by 31.12.2026.
3. No meeting quorum shall be required for the general assemblies to be held to increase the capital to the minimum capital amounts, decisions shall be taken with the majority of the votes present at the meeting and privileges will not be exercised against these decisions.
4. The Ministry of Trade may extend the deadlines for compliance with the minimum capital amounts up to 2 times for one year each.

The relevant provisions of the Amending Law entered into force on the date of publication. Amendments are also expected to be made in secondary legislation on these issues.