Bulletin On the Amendments to The Turkish Commercial Code No. 6102

1.      The board of directors elects a chairman from among its members every year and at least one deputy chairman to act in his absence. The articles of association may stipulate that the chairman and deputy chairman or one of them shall be elected by the general assembly.

1.      The non-transferable and inalienable duties and powers of the Board of Directors are as follows:

d)     Appointment and dismissal of managers and persons with the same function, except for branch managers.

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7.      Each member of the board of directors may request the chairman in writing to call the board of directors for a meeting. 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 to 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 of the board of directors 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 in 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.

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15.   In matters not regulated in this article, the procedures stipulated in the relevant laws and articles of association shall be followed. Pursuant to this Article, the assets of the companies or co-operatives whose titles are deleted without liquidation shall be transferred to the Treasury ten years after the date of deletion of the record related to the title. The Treasury shall not be held responsible for the debts of these companies and co-operatives. The provisions of this Law or the Co-operatives Law shall apply to the liability of the liquidators, without prejudice to the provisions regarding liability in special laws. The creditors of a company or a co-operative which has been deregistered from the trade registry and those who have legal interests may apply to the court and request the revival of the company or co-operative based on justified reasons. In the proceedings to be held regarding the revival of the company or co-operative whose registration has been deleted in accordance with the procedure stipulated in this article, no judicial expenses and attorney’s fee shall be awarded against the relevant trade registry directorate.

1.      Joint stock companies and limited liability companies whose capital is below the minimum capital amount shall increase their capital to the amounts stipulated in Articles 332 and 580 until 31/12/2026, otherwise they shall be deemed to have dissolved. Non-public joint stock companies which have adopted the registered capital system and whose issued capital is at least two hundred and fifty thousand Turkish Liras shall be deemed to have exited from this system unless they increase their initial capital and issued capital to five hundred thousand Turkish Liras by the said date.

2.      In the general assembly meetings to be held for the increase of capital to the amounts stipulated in Articles 332 and 580, no meeting quorum is required, resolutions are adopted by the majority of the votes present at the meeting and no privileges are exercised against such resolutions.

3.       The Ministry of Trade may extend the period specified in the first paragraph for a maximum of two times for one year each.