Significant amendments to the Turkish Commercial Code ("TCC") and the Law on the Protection of Consumers ("LPC") were enacted by Law No. 7511 on the Amendment of the Turkish Commercial Code and Certain Laws (“the Law”), which was published in the Official Gazette dated 29.05.2024 and numbered 32560.
- Amendment Regarding the Election and Term of Assignment of the Chairman and Vice Chairman of the Board of Directors
Prior to the amendment, Article 366 of the TCC stipulated that the board of directors shall elect a chairman and a vice-chairman from among its members each year. Following the amendment, the "each year" requirement has been removed, allowing the chairman and vice-chairman to hold their tiTRYes throughout their term of assignment.
- Amendment Regarding the Appointment of Branch Managers
Article 375 of the TCC previously classified the appointment and dismissal of managers, individuals with equivalent functions, and those with signatory authority as non-delegable duties and powers of the board of directors. The amendment has excluded the appointment and dismissal of "Branch Managers" from the board's non-delegable duties and powers. ConsequenTRYy, it is no longer mandatory to obtain a board decision for the appointment and dismissal of branch managers.
- Amendment Concerning the Procedure for Calling Board Meetings
Under Article 392 of the TCC, the authority to convene the board of directors was exclusively vested in the chairman and vice-chairman upon the request of the board members. The amendment mandates that the chairman or vice-chairman must call a board meeting within 30 days upon receipt of a written request from the majority of the board members. If the meeting is not convened within this period or if the chairman or vice-chairman cannot be reached, the requesting members are authorized to direcTRYy call the meeting. The amendment specifies that decisions during such meetings shall be made by a majority of the total number of members as
per Article 390 of the TCC, with the company’s articles of association being allowed to establish a different procedure for calling meetings.
- Regulations Concerning Minimum Share Capital of Companies
A Presidential Decree published in the Official Gazette dated 25.11.2023 and numbered 32380 revised the minimum share capital requirements for companies, increasing the minimum capital for Joint Stock Companies from TRY 50,000 to TRY 250,000, and for Limited Liability Companies from TRY 10,000 to TRY 50,000. According to the "Temporary Article 15" added to the TCC by the Law, companies are required to increase their share capital to the specified amounts by 31.12.2026; otherwise, they will be deemed dissolved. Additionally, Provisional Article 15 increased the minimum capital for Non-Public Joint Stock Companies that have adopted the Registered Capital System from TRY 100,000 to TRY 500,000, with the deadline for compliance also set for 31.12.2026.
- Amendments to the Powers of the Advertisement Board
Article 63 of the LPC provides that an Advertisement Board shall be established with the authority to set principles for commercial advertisements, protect consumers against unfair commercial practices, conduct investigations, and impose sanctions such as halting or correcting advertisements, administrative fines, or provisional suspensions for up to three months. The new amendment extends the Advertisement Board's powers to include the removal of content and/or blocking access.
Previously, an amendment to Article 77 of the LPC had granted the Advertisement Board the authority to block access, which was annulled by the Constitutional Court on 13.09.2023 as unconstitutional. The current amendment reinstates the Advertisement Board's authority to impose measures such as content removal and access blocking in addition to the administrative sanctions stipulated in Article 77.