Capital Decrease According To The New Turkish Commercial Code

In the new Turkish Commercial Code, the decrease of the capital is stipulated in Articles 473, 474 and 475. In the former version of Turkish Commercial Code, capital decrease was included in Articles 396, 397 and 398. Between the new provisions and the old ones, there is a statement that the reasoning of the new articles is identical to the old article with minor changes in wording.

Regarding the decrease of the capital, the law does not decide to decrease the capital unless the presence of the amount of active in the company that will fully meet the rights of the creditors of the company is determined by the law. The most important change seen here is that the old law requires a 3-person expert report to be appointed by the court to fulfill this provision, while the new law requires the report of the Transaction Auditor.

The date specified regarding the obligation to use cash register with pos feature in subparagraphs (a) and (b) of section 4 of the General Communiqué of the Tax Procedure Law No.426 and the second paragraph of section 6 has been postponed from 01.07.2013 to 01.10.2013.

The Necessity of Using New Generation Cash Registers Has Been Postponed.

INTRODUCTION

The New Cash Repatriation practice, which aims to nationalize the money of citizens abroad, entered into force by being published in the Official Gazette No. 28661 dated 29 May 2013 with Law No. 6486. In addition, General Communiqué on the Inclusion of Certain Assets to the Economy (Serial no: 1) was published in the Official Gazette dated 11 June 2013 and numbered 28674.

According to this communique, individuals and companies will be able to benefit from financial amnesty provided that they declare their money and financial resources abroad and their immovables abroad as of 15 April 2013. Moreover, it may be possible to exempt some foreign earnings from income or corporate tax, provided that they are transferred to the country. Here in this context, the special factors regarding the regulation in the temporary Article 85 of the Income Tax Law compose the subject for today’s article and the next article.

1. Petition to the Trade Registry Office

2. Resolution of the shareholders’ assembly (1 notarized copy) (Should be obtained in 2 months following the 3rd publication and should be arranged to reflect that a change in the capital amount will take place)

3. Amendment draft (3 copies – containing the original content and amended items –Signed by the partner and stamped)

4. The official trade registry gazette in which the invitations were published

5. Assignment letter of an expert by the court, and a report prepared by three experts in cooperation, and the court decision to appoint an expert (original)