'The Law on Amendments To Certain Laws With The Intention To Improve The Investment Environment' Has Been Published

The Law numbered 7099 on Amendments to Certain Laws with the Intention to Improve the Investment Environment entered into force upon its publication in the 30356 numbered Official Gazette dated 10 March 2018. The Law numbered 7099 is intended to improve processes in the amended areas along with the reduction of expenses which are paid in this respect.

Some of the provisions introduced by the Law are as follows:

1. According to Article 223 of the Tax Procedure Code numbered 213, all legal books shall be certified by the Trade Registry authorities where the company's head office is located, at the time of incorporation of joint-stock and limited liability companies as well as cooperative entities.
2. By means of a provision introduced to Article 11 of the Social Insurance and General Health Insurance Law numbered 5510, in case the incorporation of a company is notified to the Trade Registry, this notice shall be deemed to have been made to the Social Security Institution, and the relevant parties shall not be required to issue a separate Workplace Registration.
3. According to Article 100 of the Law numbered 5510, the Social Security Institution shall be authorized to authorize real persons or legal entities authorized under a written contract to submit any document or information required pursuant to that Law over Internet, online, electronic or similar channels, to render these real persons or legal entities intermediaries or to make such submission by them mandatory, to declare it mandatory that any and all documents, notifications and letters of undertaking that should be submitted to the Social Security Institution shall be submitted to the real persons or legal entities or unincorporated agencies or bodies, to merge these documents with the forms belonging to other public agencies and to retrieve these documents from the electronic information process systems of the public agencies, to regard the notifications to be made to those persons as notification made to the Social Security Institution, to create and pool any information and documents that it may issue ex officio or upon the request by the relevant employer, the insured, or other individuals, entities or agencies pursuant to implementation of this Law, in an information process environment, and to decide that such information and documentation to be issued this way shall be delivered to related persons over the Internet and similar communication channels only.
4. With the amendment made to Article 40 of the Turkish Code of Commerce numbered 6102, every merchant shall submit to the Trade Registry office the trade name that he shall use and the specimen of signature to be affixed under it. If the merchant is a legal person, then the specimen of signatures by its authorized signatories shall be also submitted to the trade registry office together with the trade name. Signature Declaration shall be submitted by making a written declaration in the presence of the authorized personnel in any trade registry office.
5. Fifth sentence in the third paragraph of Article 64 of the Law numbered. 6102 has been abrogated; the following sentence was added after the sixth sentence in the same paragraph, and the words "or the Trade Registry office" were added after the word "Notary Public" in the existing seventh sentence in the same paragraph:
   "However, the opening certification of the books of joint-stock companies and limited liability companies during their registration with the trade registry office, shall be performed by the trade registry office."
6. The first paragraph of Article 575 of the Law numbered. 6102 which read "it is a requirement that the articles of association is drawn up in written form and the founders' signatures are notarized by the notary public or that the articles of association is executed before the trade registrar or his deputy" has been amended by removing the yellow highlighted parts and by adding the following grey highlighted part at the end of the sentence, as a result of which the sentence reads as follows: "it is a requirement that the articles of association is drawn up in written form and is executed by the founders before the personnel authorized at the trade registry office".
7. The first sentence of the first paragraph of Article 585 of the Law numbered 6102 which read "The company is incorporated by a declaration of intent of the founders to incorporate a limited liability company, to be stated in the articles of association of the company, which will be drawn up in compliance with the Law and in which the founders shall unconditionally undertake to pay the capital in full, and the signatures to which shall be notarized by the notary public or affixed in the presence of the trade registrar or his deputy", has been amended by removing the yellow highlighted part and instead adding the following grey highlighted part, as a result of which the sentence reads as follows: "The company is incorporated by a declaration of intent of the founders to incorporate a limited liability company, to be stated in the articles of association of the company, which will be drawn up in compliance with the law and in which the founders shall unconditionally undertake to pay the capital in full and which the founders shall sign before the personnel authorized at the Trade Registry office".
   Also, the following sentence has been added after the second sentence of the same paragraph: "However, the requirement to pay prior to registration minimum twenty five percent of the nominal values of the shares subscribed in cash, is not sought for limited liability companies."
8. The first sentence in the first paragraph of Article 587 of the Law no. 6102 which read "The entire articles of association of the company shall be registered with the trade registry office located at the company's head office and announced in the Turkish Trade Registry Gazette within thirty days following the date on which the founders' signatures were notarized or the articles of association was executed before the trade registrar or his deputy" has been amended by removing the yellow highlighted part and instead adding the following grey highlighted part in the sentence, as a result of which the sentence reads as follows: "The entire articles of association of the company shall be registered with the trade registry office located at the company's head office and announced in the Turkish Trade Registry Gazette within thirty days following the date on which the founders' signatures are affixed before the personnel authorized at the trade registry office".

Please click the link below to have access to the entire text of the said Law.