Law No. 7511 on Amendments to the Turkish Commercial Code and Certain Laws (“Law”)
On 29.05.2024, it was published in the Official Gazette and entered into force. With the Law and Turkish Law No. 6102
Various provisions of the Turkish Commercial Code (“TCC”) and other laws such as the Cooperatives Law No. 1163
The articles of the Law have been significantly amended. Articles 13, 14, 15, 16, 17 of the Law are amended in accordance with Turkish
Amendments to the Turkish Commercial Code. Article on the amendments to the TCC
The texts are discussed comparatively as follows.
➢ The obligation to determine the distribution of duties of the board of directors every year has been abolished.
With this amendment to the TCC, the election of the chairman and deputy chairman of the board of directors must be held every year.
The obligation of the chairman of the board of directors and the chairman to serve for a period of one year has been abolished.
members of the board of directors who are appointed as deputy board members are entitled to hold this title for the duration of their term of office with the new regulation.
r. Therefore, the chairman and deputy chairman of the board of directors have the same three-year term as board members.
not exceeding the specified term of office
can be selected in harmony
is recognized.

➢ Article 375 Article d) regulating the non-transferable and inalienable duties and powers of the board of directors
Article 14 of the Law has been amended as follows:
With this amendment, the board of directors, managers and persons with the same functions and signatories
delegates the task of appointing authorized persons.

Article 392 regulating the right of the board of directors to obtain and review information. Paragraph 7 of Article 392 of the Law
Article 15 of the TCC.
With the recent amendments made to the TCC, the chairman of the board of directors may convene the board of directors.
to call for a meeting of the board of directors. Accordingly, the majority of the members of the board of directors
upon the written request of the chairman of the board of directors, no later than the date of receipt of such request
must call the board of directors to convene within thirty days.
If the chairman of the board of directors fails to convene the board of directors within the specified period or if the chairman/
If the deputy chairman cannot be reached, then it is possible for the request to be made directly by the call holders.
recognized r. The members of the board of directors who will make the call shall constitute at least the absolute majority of the members of the board of directors.
should be established. This arrangement will make board meetings more effective and timely.
to ensure its realization.

Article on the addition to Provisional Article 7 of the TCC:
In respect of companies deregistered due to fulfillment of the conditions set forth in Provisional Article 7, these
creditors of companies or those with a legal interest may, for justifiable reasons, apply to the court
have the right to apply for the revival of the company. About deregistered companies or cooperatives
in the recovery lawsuits filed, when the recovery decision is rendered as a result of the proceedings, its participation in the lawsuit as a legal adversary
against the trade registry directorates, which are obligatory, for judicial expenses and attorney fees.
can be ruled.
However, with the recent amendment to the law, companies deregistered under Provisional Article 7
trade registry directorates, which have to be shown as adversary in proceedings regarding the revocation of
It has been decided that no judicial expenses and attorney’s fees may be awarded against the parties. This change will allow trade
limiting the legal responsibilities of registry offices and ensuring that public institutions
burdens on the trade registry offices.
The new regulations exempt the trade registry directorates from the costs of the proceedings
and aims to ensure that the process is carried out in a more fair and balanced manner. In this context,
while evaluating the recovery requests of creditors and those with a legal interest, the courts are required to review the
It is important not to burden the directorates with the costs of the proceedings.

➢ With the amendment in Article 17 of the Law, Provisional Article 15 was added to the TCC:
Presidential Decree No. 7887 published in the Official Gazette dated November 25, 2023 and numbered 32380
The Law introduced significant amendments to the minimum capital amounts of joint stock companies and limited liability companies. This one
According to the decision, the minimum capital amount for joint stock companies to be established as of January 1, 2024 is 50,000
TL to TL 250,000; for non-public joint stock companies accepting the registered capital system, at least
The initial capital amount has been increased from TRY 100,000 to TRY 500,000. In addition, the maximum capital for limited liability companies
The minimum capital amount has been increased from TL 10,000 to TL 50,000.

With these amendments, companies that have already been established and whose capital is below these amounts
There was no clear regulation on how to proceed for companies. This
The uncertainty has been resolved by Provisional Article 15 added by the Law. With Provisional Article 15 added in this context
companies to raise their capital to the minimum limit by December 31, 2026 at the latest.
is recognized. The Ministry of Trade is authorized to extend this period for a maximum of two extensions of one year each. Given
(or extended thereafter), companies that do not increase their capital at the end of the periods shall be deemed to have dissolved and
The liquidation process envisaged in the law will be initiated and the trade registry records will be abandoned.

The second paragraph of Provisional Article 15 stipulates that the general meeting to be held to increase the capital to the prescribed amounts
quorum shall not be required at board meetings, and resolutions shall be adopted by a majority of the votes present at the meeting.
and that no privilege shall be exercised against these decisions.

These regulations aim to strengthen the capital structures of companies and increase economic stability.
aims. Companies are required to make the necessary capital increases within the specified period of time
It is of great importance that they fulfill their obligations.

Published in the Official Gazette dated 29.05.2024 and numbered 32560 hereinafter, With the Turkish Commercial Code No. 7511

The Law on the Amendment of Certain Laws can be accessed here.

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