New Turkish Commercial Code (TCC)

Single Shareholder Joint-Stock Companies:

The new Turkish Commercial Code (TCC) allows the establishment of the Joint Stock Companies (in Turkish: Anonim Şirket “A.Ş.”) or the Limited Liability Companies (in Turkish: Limited Şirket “Ltd.Şti.”) with a “single” shareholder or partner, starting from 1 July 2012.

According to the former Law which is still currently in effect, Joint-Stock Companies may be established with minimum five shareholders whereas limited liability companies minimum two partners. Some of the foreign capital companies found themselves mandatory minor shareholders just to keep minimum shareholder number requirements by former TCC. It is better to grab at this new opportunity to make a foreign investor sole owner of the company established in Turkey. As a result; shares of the formerly established companies will be allowed to be collected in one hand in the near future.

 

Board of Directors:

A new page will be opened for the boards of joint stock companies in Turkey with the introduction of the New Turkish Commercial Code, which is based on the principles of corporate governance;

• The board of directors can be composed of a single person. Board meetings might be real problem if too many members have to travel between countries. It might be an opportunity for a foreign investor to lessen the number of board members to make business easy in Turkey. The prevailing provision regarding the requisition for a board of directors at least with 3 members in incorporations is abandoned and a board of directors at least with 1 member is allowed through enabling its compliance with EU legislation.

• “Legal entities” will be allowed to become member of board of director. This means; foreign shareowners do not have to change the board member with many legal papers or shareholder meetings. What they need is just make sure “the legal entity” of the foreign company is the board member of the company. By this opportunity; each time different person can be present at the board meeting as a board member if he or she is entitled by the legal entity (for example; main shareholder foreign company).

• The obligation of being a share holder in order to be a member of the Board of Directors is abolished. Any independent person could be a member as long as at least one-quarter of the members of the board of directors are university graduates.

• The board meetings may be held in electronic environment. The decision of the boards can also be signed with electronic signatures. The new TCC grants possibility to the companies to hold any meetings of their Board of Directors and their general meeting on-line. On the other hand; board members will be able to sign the board minutes on separate papers. As a result of those amendments; the new TCC will prevent foreign companies from unnecessary travels of the most valuable managers.

 

Transparency:

Customer ratings or setting credit limits for customers are headaches for any company operating in Turkey. There are no well developed, easy to access, low cost rating agency reports.

In accordance with the principle of transparency at New TCC, all equity companies are obliged to establish a web site that shall include financial statements and its attachments, the annual report of the board of directors and the auditor’s report as of the date 01.07.2013. Companies will be able to access financial information of other companies easily in the future.

 

International Financial Reporting Standards and Statutory Ledgers:

Traditionally, bookkeeping and commercial accounting are heavily affected by tax regulations in this country. Foreign investors have found accounting difficult to understand due to different tax rules. However, commercial accounts will be kept according to the Turkish Accounting Standards in compliance with the International Accounting Standards as of the date 01.01.2013. The financial statements have to be prepared in conformity with the Turkish Financial Reporting Standards in line with International Financial Reporting Standards (“IFRS”).

Thanks god, foreign companies operating in Turkey do not have to keep accounts according to tax legislation and convert into IFRS anymore. One single IFRS reporting will be fine for your international consolidated financial reports and local needs.

 

Registered Capital System:

The New TCC gives an opportunity for non-public companies to adopt registered capital system. In this case, non-public joint stock companies will also benefit from the opportunity of flexible capital increase introduced by the registered capital system. It is a charming opportunity for the foreign companies to increase capital without too much bureaucracy or travel.

 

Intellectual property rights:

Intellectual property rights can be contributed as capital in-kind. The considerable point is; in order to contribute such assets as capital in-kind, those assets should have transferable qualifications, should be appropriate for valuation in cash, should not be restricted with any right.

 

Fighting with underground economy:

As we all know; “Underground economy” is a term that refers to those individuals and businesses that deal in cash and/or use other schemes to conceal their activities and their true tax liability from government licensing, regulatory, and taxing agencies. These types of local businesses gain an unfair competitive advantage over foreign investments that comply with the various laws. The new TCC has many articles that make the companies transparent, difficult to hide unrecorded cash payments such as restriction of debts of shareholders or mandatory financial announcements at internet site of the company.

 

Unfair Competition:

The false or misleading statements for the goods and prices of the others, any comparative and excessive publications, any declarations on someone’s own business enterprise, goods, products of the company, activities, prices, stocks, the form of the sales campaign and business relations will be deemed as an offence as an unfair competition. This will help to reduce unfair local competition for the foreign investors.

 

The permission of treasury stock:

A company may acquire up to 10 % of its issued share capital back which was not possible in the past.

 

Ultra Vires Abolished:

The doctrine in the former law that holds if a corporation enters into a contract that is beyond the scope of its corporate powers, the contract is illegal. This article will be abolished as of June 01, 2012 and releases companies many procedures if they try to enter into new business areas.

 

YMM Eser Sevinç hakkında

Eser Sevinç Yeminli Mali Müşavir, Sorumlu Ortak Başdenetçi 1988 yılında Maliye Müfettiş Yardımcılığı sınavını kazanmak suretiyle girdiği Maliye Teftiş Kurulu'ndan 12 yıl hizmet verdikten sonra, Maliye Başmüfettişliğinden Yeminli Mali Müşavirliğe geçmiştir. Maliye Bakanlığında Bütçe ve Mali Kontrol Genel Müdürlüğü'nde Daire Başkanlığı, Bankacılık Düzenleme ve Denetleme Kurumunda Daire Başkan Yardımcılığı görevlerini tamamladıktan sonra, tekrar mesleğe dönmüştür. 2008 yılında Tek Bağımsız Denetim ve Yeminli Mali Müşavirlik Ltd. Şti.'ni kurmak suretiyle çalışmalarını, Sorumlu Ortak Başdenetçi ve Yolsuzluk İnceleme Uzmanı olarak da sürdürmektedir. Bir kız iki erkek üç çocuk babası olan YMM Eser Sevinç, İngilizce bilmektedir.
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