The new Commercial Code in Turkey

The New Turkish Commercial Code (TCC), No 6102 has come into effect as of 1 July 2012 and it brought major changes related to companies’ structure.  

Amendments (Law 6335) made to the TCC were published  in the Official Gazette on 30th of June 2012 and became effective on the 1st of July 2012.
The structure of the companies’ boards of directors was changed together with other characteristics of companies in order to be in line with the European Union legislation.

The business environment in Turkey has reached the international standards and it attracts thousands of foreign investors each year and they have become more confident in the Turkish business environment.

The structure of the Commercial Code

The New Commercial code 6102 is composed of 6 main books and has a layered structure. Each book contains the general rules regarding the jurisdiction followed with the articles which contains the more specific rules:

  • Book 1 contains the articles (1 – 123) regarding Commercial Business 
  • Book 2 contains the articles (124 – 644)regarding Commercial Entities 
  • Book 3 contains the articles (645 – 849 ) regarding Valuable Papers 
  • Book 4 contains the articles (850 – 930) regarding Transport Law 
  • Book 5 contains the articles (931 – 1400) regarding Maritime Law 
  • Book 6 contains the articles (1401 – 1535) regarding Insurance Law 

Turkish: The first 3 Books (Commercial Business, Commercial Entities, Valuable Papers)
Turkish: The last 3 Books ( Transport Law, Maritime Law, Insurance Law)
English: Insurance Law

Major changes in the new law 

One of the important changes in the new Commercial Code is the structure of the boards of directors. Since 2012, the board of directors in a company can be formed of at least one person instead of three persons according to the old Commercial Code (enacted in 1957). A board member doesn’t have to be a shareholder as it was stipulated in the old Commercial Code. In the present days, any person can become a member of the board of directors and the management of a company can appoint professional members or legal entities. According to the new Commercial Code, the board members have more responsibilities and they can suffer many penalties if they don’t act according to the company’s best interests. It is not necessary anymore to have a quorum in order to take some decisions at board meetings. Another change refers to the institutional representative as the person who can receive authority from other shareholders. Additionally, each shareholder can ask for an audit when he/she considers it is necessary.