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COMMERCIAL LAW
89
Entry into Force of the New Turkish Commercial Code
Att. Özgür Kocabaşoğlu
The date of entry into force of the Turkish Commercial Code
numbered 6102 published in the Official Gazette dated February 14,
2011 and numbered 27846 (the “New TCC”) is determined as July 1,
2012 under its article 1534. Nevertheless, article 1534 of the New TCC
and the Act numbered 6103 on the Entry into Force and Application of
the Turkish Commercial Code (the “Application Act”) foresees different
dates for the entry into force of certain provisions. We will concentrate on
the entry into force in this this month’s Newsletter article, a subject which
is significant, both with regards to determining the scope of application
of the New TCC as of its date of entry into force and with regards to
adaptation periods foreseen for certain provisions.
Provisions in relation to Entry into Force
1. General Rule
The Application Act regulates in its article 2 that both codes shall
apply to events, which take place in their respective periods during the
time they are in force. Pursuant to this article, events that take place prior
to the entry into force of the New TCC, their legal consequences, and the
legal acts, their binding nature and legal consequences shall be governed
by the Turkish Commercial Code numbered 6762 (the “Current TCC”) in
force at the time such event or legal act take place. The justification of the
Application Act provides certain examples in order to exemplify this rule.
A liquidated company, erased from the registry during the application
period of the Current TCC, may not benefit from the additional liquidation
procedures introduced by article 557 of the New TCC. Furthermore,
whether a person becomes a shareholder of a company following a share
transfer or not shall be determined pursuant to the provisions of the code
in force as of the share transfer date.
Events and legal acts that take place after the entry into force of the
New TCC or that take place prior to the entry into force but have not
borne any legal consequences until after such date shall be subject to