 The new Turkish Commercial Code No. 6102 was published in the Official Gazette on Feb. 14, 2011.Under normal conditions, laws come into force once they are published in the Official Gazette, but it was announced that the Turkish Commercial Code would come into force on July 1, 2012. I must note some provisions of the Turkish Commercial Code will come into force not on July 1 but on future dates. For instance, the provisions governing the websites to be published by capital stock partnerships for investors and public information purposes will come into force one year later, on July 1, 2013. The provisions governing audit requirements of joint stock companies in compliance with International Financial Reporting Standards (IFRS) will come into force on Jan. 1, 2013. The most interesting features introduced by the Turkish Commercial Code are, in my opinion, are those regulating transparency of the companies. This transparency is expected to affect the shareholders, and now everyone will be able to see the quarterly and annual financial statements, audit reports and annual reports. Once the Turkish Commercial Code comes into force, a joint stock company will have to launch a website with an information page on investor relations. The type of information to be published in this list (including but not limited to) is as follows: annual and/or interim financial statements, communication about exercising optional rights such as a preemptive right, all kinds of audit reports, any kind of information related to the company in which the shareholders and other related third parties such as creditors have an interest and all kinds of announcements. I have already written about the corporate group regulations (see articles such as "‘Corporate group' regulations under New Turkish Commercial Code (Part 2)” http://www.todayszaman.com/columnistDetail_getNewsById.action?newsId=253035 ), which was also an interesting and useful regulation introduced by the Turkish Commercial Code. Some of the many changes introduced by the new Turkish Commercial Code are as follows: the definition of the minority and rights granted to the minority group shareholders in companies has been expanded; minority shareholders will have the right to nominate new board members and shall have more opportunities to be represented on the company's board; and there will be limitations on privileged shares. Especially in public partnerships, the limitations on privileged shares shall create severe problems, I believe. In the coming weeks, I will be writing more about this topic as this is one of the most important matters affecting business in Turkey. NOTE: Berk Çektir is a licensed attorney at law and available to answer questions on the legal aspects of living in Turkey. Please kindly send inquiries to [email protected]. If a sender's letter is published, names may be disclosed unless otherwise expressly stated by the sender. DISCLAIMER: The information provided here is intended to give basic legal information. You should get legal assistance from a licensed attorney at law while conducting legal transactions and not rely solely on the information in this column. |
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