“The Law on Financial Leasing, Factoring and Financing Companies” has been amended by the Law on Financial Leasing, Factoring and Financing Companies and Amendments on Other Laws (the “Law”) published in the Official Gazette dated March 7, 2021 and numbered 31416, and savings finance companies have included in the scope of legislation. In addition to this regulation made by the Law, new regulations regarding the establishment and operating principles of savings finance companies have been introduced with the Regulation on Establishment and Operating Principles of Savings Finance Companies (the “Regulation”) published in the Official Gazette dated April 7, 2021 and numbered 31447.

The fundamental regulations introduced within the scope of the regulation are summarized as follows:

  • Transactions Subject to Permission in the Savings Finance Company

Establishment Permit: Prior the establishment of savings finance companies planned to be established in Turkey, the draft of the articles of association in which the savings finance activity is specified as its field of activity and information regarding the founders mentioned in the Regulation shall be submitted to Banking Regulatory and Supervisory Authority (“BRSA”) and a permission shall be granted for the establishment. In the event that the deficiencies in the documents submitted to the BRSA for the establishment applications are not fulfilled within 6 months from the date of notification of the BRSA, the application for the establishment permit shall be invalid.

Activity Permit: Within 6 months of the decision of the BRSA regarding the granting of the establishment permit and after (i) the establishment of the savings finance company before the Trade Registry Office, (ii) the establishment of service units and risk management, internal control, accounting, information processing and reporting systems in accordance with the company’s activities regulated in detail in accordance with the Regulation, (iii) the formation of sufficient personnel for these units; and (iv) the determination of the appropriate job descriptions and authorities and responsibilities of the personnel; it is required to apply to the BRSA for an activity permit with the documents specified in the Regulation and the Law by the savings finance company.

Branch Opening Permit: The savings finance company should obtain the permit prior the branch opening. In this context, the Regulation regulates a requirement that each branch shall have a capital of TRY 1,000,000 and operate in accordance with the standard rates and limitations stated in the Regulation. In the event that the branch is not registered and announced within 3 months of the permit decision, the branch opening permit shall be invalid. The regulation also regulates that the savings finance company cannot organize outside the branch and cannot provide agency services.

Address Change: The Regulation also regulates that the address changes should be notified to the BRSA within 1 month, and in the event that the branch moves to another city, it is required to apply again to the BRSA.

Amendment of Articles of Association and Capital Increase Permit: According to Regulation, the draft of the amendment of the articles of association and in case of capital increases the related reports and documents should be submitted to the BRSA. In addition, a copy of the Trade Registry Gazette in which the amendment or capital increase was published following the registration application should be sent to the BRSA within 7 working days.

Share Transfer Permit: In case of a share transfer subject to permission in accordance with the Law, an application should be made to the BRSA with the documents specified in the Regulation. It should also be noted that, even if there is transfer of shares that are not subject to permission, in any case, all share transfers should be notified to the BRSA within 1 month.

Merger, Transfer, Demerger Permit: Savings finance company should also apply to the BRSA for permit before performing the merger, demerger and transfer process. The Regulation states that the permit shall be invalid if the savings finance company does not commence the process for the transactions for merger, demerger or transfer within 3 months from the date of the notification of the permit.

Liquidation Permit: The savings finance company should be apply to the BRSA to obtain a permit in order to cease the activity or liquidate by submitting a liquidation plan to the BRSA a liquidation plan to ensure that it can fulfill its obligations to its customers. It is regulated that if the BRSA gives permission to the liquidation, savings finance company shall notify company customers and other creditors and also shall make an announcement in at least two newspapers in Turkey.

  • Corporate Management of the Savings Finance Company

Within 15 days after appointment of the members of the board of directors, general managers and vice general managers of the savings finance company, the BRSA shall be informed in writing.

Pursuant to the Regulation, the savings finance company should monitor and control risks, ensure an adequate and effective risk management that is compatible with the scope and structure of savings finance activities and in accordance with changing conditions and that will function under the board of directors and internal control. In this context, savings finance company should establish a risk management committee and an internal control system. The measurement and management of savings finance activities, liquidity management, determination of product tariffs, pricing and contingency fund regulation are included in Regulation.

It has been regulated that the savings finance company should make an independent audit and notify the independent audit reports to the database of the BRSA. In the Regulation, it is stated that the savings finance company should prepare the annual activity report and submit the report to the BRSA until the end of April of the current year and publish it on its websites.

In addition to the minimum conditions specified in the agreement, the Regulation also wanted to protect these rights by regulating the rights of the customers. With these regulations, (i) the right of customers to take back their savings with the company cannot be restricted in any way, (ii) the necessity to inform customers about their right of withdrawal and termination, (iii) the need to establish a system to answer questions, (iv) incentives from savings fund pool resources for existing customers. There are rules such as that (v) guarantees such as mortgages, pledges or promissory notes cannot be taken from the customer, and cannot make any transaction that will put the customer under the obligation to pay, except for the organization fee.

  • Activities of Savings Finance and Protective Regulations

The savings finance company should prepare a document that regulates the general operating principles in order to determine the scope and operation of the activities of savings finance and the general framework of its agreement, to submit it to the BRSA before starting the operating.  The savings finance company should carry out its activities in accordance with this document.

In addition to the Law, a regulation on savings finance agreement has been made in the Regulation, and the minimum conditions that should be specified in the agreement are regulated. In addition to the minimum conditions specified in the agreement, it is intended to protect customer rights with the Regulation. 

The Regulation states as protective provisions such as the amount to be monitored in equity accounts, regulations to standardize the ratio of company’s equity to total assets, and limitations on the evaluation of the agreement, financing, real estate acquisition, donation and savings fund pool and in this way imposed many restrictions on the activities of savings finance companies.

In accordance with another important regulation, it has been stated that the savings finance company should carry out the activities within the scope of the activities of savings finance, accounting and reporting and internal systems within its own structure, that these duties cannot be transferred to third parties and cannot purchase external services except consultancy service by the Regulation.

By making a regulation on the transition period, the Regulation states to make a transition decision to make an application to the BRSA with the necessary documents so that existing companies operating before the Law entered into force can continue their activities. In addition, the current transactions of the companies were brought under control and their continuity were ensured by introducing special regulations regarding the acquired real estates, partnership shares, agreements and existing branches for these companies.