Amendment to the Turkish Commercial Code

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Pursuant to the Law numbered 7262 on Preventing the Financing of the Proliferation of Weapons of Mass Destruction published in the Official Gazette (5th bis) dated 31.12.2020 and numbered 31351 (“Amending Law”), certain provisions of the Turkish Commercial Code numbered 6102 (“TCC”) have been amended. The amendments to the TCC mainly relate to the keeping of company ledgers in electronic environment and monitoring of bearer shares, as summarized below:

  • Ministry of Trade has been authorized to oblige the merchants to keep share ledger, board of directors’ resolution book and general assembly meeting and discussion book in electronic environment.
  • It is regulated that (i) information regarding the owners of bearer shares in joint stock companies as well as their shares shall be notified to the Central Securities Depository (“CSD”) before the share certificates are distributed to the shareholders, (ii) transfer of such shares shall be effective towards the company and third parties only upon notification by the transferee to the CSD, and (iii) in case such notification is not made, those holding the bearer share certificates shall not be entitled to exercise their rights arising from such shares until the necessary notification is made. In this regard, as a transitional provision, those who hold bearer share certificates are required to apply to the relevant company until 31.12.2021 together with the share certificates to be notified to the CSD, and upon application, the board of directors of the company is required to inform the CSD of the shareholders and the shares within 5 business days.
  • In line with these notification requirements regarding bearer shares, certain regulations have been introduced regarding the methods of attendance to the general assembly meeting, and preparation of the list of those who are entitled to attend the meeting.
  • Administrative fines ranging from five thousand to twenty thousand Turkish Liras may be imposed in the event the necessary CSD notifications are not made.

Amendments regarding the electronic bookkeeping entered into force as of the date of publication of the Amending Law, whereas the other amendments to the TCC will enter into force on 01.04.2021.

You may find the Turkish version of the Amending Law here.

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