16September2014

Amendments in the Turkish Commercial Code by the Law No. 6552

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.

Appointment of trade representatives with limited powers in corporations and limited liability companies

The recent addition of the sub clause (7) to article 371 of the Turkish Commercial Code regulates the ways in which corporations and LLC can appoint representatives with limited powers:

"(7) Apart from the representatives stated above, the board of directors, can also appoint board members with non-representative powers and the employees of the company as trade representatives or trade representative assistants with limited powers. The scope of the powers of trade representatives appointed in this manner needs to be determined with an internal regulation in accordance with article 367. In this case, the internal regulation must be registered and published in the Trade Registry provided, however, the actual representatives are not appointed with the said internal regulation. The Board of Directors are jointly and severally responsible for the damages caused to the corporation or third parties because of the actions or inactions of the trade representatives, appointed in accordance with this clause. "

In sum, in order for Corporations to appoint trade representatives with limited powers, the following must be be observed:

The appointed real person should either be a member of the board who does not currently possess representative powers or be an employee.
The scope and limitations of such representative must be stated clearly in an internal regulation.
The internal regulation must be registered and published in the trade registry.
The actual appointment is not to be done in the internal regulation.
The new regulation is also applicable to Limited Liability Companies.

The Istanbul Trade Registry Office has published an information sheet concerning the application of this new regulation. Accordingly:

1- In the dated and numbered Board of Directors decision, the members must adopt an internal regulation, clearly defining the scope of trade representatives, which must subsequently be notarized, registered and published in the Trade Registry Gazette.
2- The internal regulation must not contain any information with regards to the actual appointment details, i.e., names of the persons.
3- The names and other identity details of these real persons must be stated in a separate BoD decision, which must clear refer to the original BoD decision.

Last day for share capital increase

The original deadline (14/02/2014) for mandatory capital share increase applicable to companies as set out in the temporary article 7 has been extended to 11/12/2014.

- Minimum capital required for Corporations: 50,000 YTL

- Minimum capital required for LLCs: 10,000 YTL

Those whose trade registry records had been cancelled can also benefit from this recent change provided that they carry out the mandatory capital share increase.