Latest Amendments in the Turkish Commercial Commercial Code

The Law Amending Certain Labour Laws and Regulations and Restructuring Tax Debts, numbered 6552, also known as the 'Bill Omnibus', published in the Official Gazette on 11/09/2014 makes a few amendments in the Turkish Commercial Code. The following contains information about the recent amendments.

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 period given for having compliance with the New Turkish Commercial Code for Joint Stock and Limited Companies has been extended to 1/7/2014 with the notice announced in the Official Gazette dated 9 June 2013 and numbered 28692.

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)