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.
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.