31.05.2024/28
Law No. 7511 Amending the Turkish Commercial Code was published in the Official Gazette
Law No. 7511 on Amendments to the Turkish Commercial Code and Certain Laws was published in the Official Gazette dated 29.05.2024 and numbered 32560.
The amendments made to the Turkish Commercial Code by this Law are summarized below:
1. Amendment on the Election of Board Members in Joint Stock Companies
Article 366 of the Turkish Commercial Code “board of directors every year elects a chairperson from among its members and at least one deputy chairperson to deputize him/her in his/her absence.” explanation, “the board of directors, from among its members…” and the chairman and deputy chairman of the board of directors can be elected in accordance with the term of office of the board of directors.
2. Authority of the Board of Directors to Appoint Senior Executives in Joint Stock Companies
Article 375 of the Turkish Commercial Code lists the non-transferable and inalienable duties and powers of the board of directors.
Paragraph (d) of the first paragraph of the aforementioned article “Appointment and dismissal of managers and persons with the same function and signing authority” expression“except for branch managers appointment and dismissal of managers and persons with the same function” amended to read.
With the amendment, the appointment and dismissal of branch managers has been removed from the inalienable and non-transferable powers of the board of directors.
3. Calling the Board of Directors to a Meeting by the Members of the Board of Directors in Joint Stock Companies
Article 392/7 of the Turkish Commercial Code on the right to obtain and review information, “any member of the board of directors may request the chairman in writing to call the board of directors for a meeting.” provision was in place.
With the amendment, the following provisions have been added to the paragraph:
“If the request is deemed appropriate, the call shall be made by the chairman of the board of directors. However, upon the written request of the majority of the members of the board of directors, the chairman of the board of directors is obliged to call the board of directors for a meeting to be held within thirty days at the latest from the date of receipt of the request. In cases where the board of directors is not called for a meeting within this period or the chairman or the deputy chairman cannot be reached, the call may be made directly by the requestors. The first paragraph of Article 390 shall apply to the meeting and decision quorums for the meetings to be held upon the call. The articles of association may stipulate a different procedure for calling the board of directors for a meeting.”
Accordingly, the chairman of the board of directors is obliged to call the board of directors for a meeting within 30 days upon the request of the majority of the board of directors. In addition, in the event that this is not fulfilled, the direct requestors will also be able to make the call.
4. Minimum Capital Obligation for Joint Stock and Limited Liability Companies
With the Presidential Decree No. 7887 published in the Official Gazette dated 25.11.2023, the minimum capital amount for joint stock and limited liability companies was amended.
With this amendment, the minimum capital amounts to be valid for companies to be established as of 01.01.2024;
- From 50.000,00-TL to 250.000,00-TL in joint stock companies,
- From 100.000,00-TL to 500.000,00-TL for non-public joint stock companies that have accepted the registered capital system,
- From 10.000,00 TL to 50.000,00 TL in limited liability companies
was upgraded.
The regulation in question did not impose an obligation for companies whose capital is already below the amounts introduced by the new regulation.
With Law No. 7511, companies with existing capital below the newly introduced amounts are obliged to increase their capital to the specified amounts until 31.12.2026.
According to this,
- Joint stock companies and limited liability companies whose capital is below the minimum capital amount will be deemed to have dissolved.
- Non-public joint stock companies that have accepted the registered capital system with an issued capital of at least 250.00,00-TL will be deemed to have exited from this system unless they increase their initial capital and issued capital to 500.000,00-TL by the said date.
On the other hand, the regulation stipulates that no quorum will be required for the general assembly meetings to be held to increase the capital to the prescribed amounts, decisions will be taken with the majority of the votes present at the meeting, and privileges cannot be used against these decisions.
BİLGENER
