The Bill Amending the Turkish Commercial Code

The Bill on Amendments to the Turkish Commercial Code and Certain Laws (Bill) was submitted to the Presidency of the Grand National Assembly of Türkiye on 03.05.2024. The Bill envisages some amendments to the Turkish Commercial Code No. 6102 (TCC):

• To allow the election of the chairman and deputy chairman of the board of directors by the term of office of the board of directors, it is proposed to remove the expression “each year” from Article 366 of the TCC, which states that the chairman and deputy chairman of the board of directors shall be elected each year.
• To facilitate company transactions, it is proposed to exclude the appointment and dismissal of the branch managers from the non-transferable and inalienable duties and powers of the board.
• Under Article 392/7 of the TCC, each board member may request the chairman in writing to call the board of directors for a meeting. The Bill proposed stipulating 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.
• To eliminate the uncertainties regarding the minimum capital amounts determined by the Resolution on Increase in the Minimum Capital Amount for Joint Stock and Limited Liability Companies (Resolution No.: 7887) published in the Official Gazette dated 25.11.2023 and numbered 32380, the Bill includes regulations on this issue. If the Bill is enacted into law,

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 will 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 will 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 will be required for the general assemblies to be held to increase the capital to the minimum capital amounts, decisions will 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.

Following the approval of the Bill by the Grand National Assembly of Türkiye and the completion of the enactment process, amendments are expected to be made to the secondary legislation.

You may access the full Turkish text of the Bill here.