The Bill on Amendments to the Turkish Commercial Code and Some Other Laws (“Bill”) has been submitted to the Grand National Assembly of Turkey. The Bill aims to make amendments to the Turkish Commercial Code, the Law on the Protection of Competition and the Consumer Protection Law in line with the developments and needs in commercial life.
In this article, we have summarized the main amendments introduced by the Bill under different titles.
Amendments to the Turkish Commercial Code
Under the current legislation, board members can be elected for a maximum term of three years, while the chairman and deputy chairman must be elected every year. The Bill allows the chairman and deputy chairman of the board of directors to be elected in line with the term of appointment of the board of directors.
In order to facilitate company transactions, it will be provided that the appointment and dismissal of persons other than the senior executives of the company will be excluded from the non-transferable and inalienable duties and powers of the board of directors. This will pave the way for the board of directors to delegate its powers regarding the appointment and dismissal of persons other than the company's senior executives.
The chairman of the board of directors will be obliged to convene the board of directors in the event of a request for a meeting made by the majority of the members of the board of directors.
As it is known, with the previous amendment, the minimum capital amounts were set as TRY 500,000 for joint stock companies and TRY 250,000 for limited liability companies established after 01.01.2024. With the Bill, the joint stock and limited liability companies with capital values below these amounts will be required to comply with this capital regime until 31.12.2026. In the absence of compliance within the specified period, the companies will enter the liquidation process.
Amendments to the Law on the Protection of Competition
Upon the Turkish Constitutional Court's decision dated 09.11.2022 and numbered 2020/67 E. 2022/139 K., the third paragraph of Article 34 of the LPC, which regulates staff and personnel matters, was annulled. With the Bill, the rules regarding the staff titles, grades and numbers of the personnel of the Turkish Competition Authority are revised.
Currently, undertakings are required to submit their first written defense after being notified of an ongoing competition investigation. The Bill provides for the elimination of the obligation for undertakings to submit a written defense at the stage of the notification of the investigation, where there is not yet an allegation of a violation and the investigation report is not finalized. Thus, it is aimed that undertakings will be able to make more effective defenses and the investigation processes will be carried out more quickly.
Under the current legislation, after the notification of the investigation report to the undertakings, the undertakings are requested to submit their defenses. Following these defenses, the investigation committees submit their additional written opinions. The Bill stipulates that the investigation committee can only provide an additional written opinion to the aforementioned defense if there is a change in its opinion in the investigation report. Similarly, this amendment aims to enable undertakings to make more effective defenses and to carry out the investigation processes more quickly.
Amendments to the Consumer Protection Law
As it is known, the regulations regarding the access blocking power of the Board of Advertisement were annulled by the Constitutional Court's decision dated 13.09.2023 and numbered 2022/70 E. 2023/152 K. on the grounds that the procedure adopted was contrary to the principle of proportionality. In this context, the Bill introduces a notification procedure for the removal of content before the decision of the Board of Advertisement to block access.
Currently, administrative fines imposed on service stations that enable manufacturers and importers to fulfill their obligations to provide after-sales maintenance and repair services are imposed in lump sum per authorized service station, regardless of the number of violations. With the amendment, the sanctions systematic is redesigned on the basis of the number of violations.
Other Amendments
Also with the Bill, some amendments are being made in the
Cooperatives Law,
Law on the Union of Chambers and Commodity Exchanges of Turkey and Chambers and Commodity Exchanges,
Law on the Regulation of Trade in Vegetables and Fruits and Other Goods in Sufficient Supply and Demand,
Law on the Regulation of Retail Trade,
Law on Product Safety and Technical Regulations.