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COMMERCIAL LAW
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Privileges granted at least 1 year prior to the promulgation of the
New TCC with respect to the representation of a shareholder in the board
of directors shall be preserved as a vested right, even if such privilege
exceeds the limits set forth under the New TCC.
Article 493 of the New TCC regulates that registered shares may
freely be transferred. The articles of association may require the shares to
be transferred solely if the company approves such transfer or grant the
board of directors the right to refrain from registering the share transfer
into the share ledger of the company upon valid important clause. In order
to refrain from registering a transfer to the share ledgers, the scope of
activities or financial independence of the company must require such
refraining. Pursuant to article 28 of theApplicationAct, relevant provisions
of the articles of association shall be amended in order to comply with the
New TCC until July 1, 2013. Otherwise, provisions in violation of article
409 of the New TCC shall immediately become invalid.
Conclusion
The New TCC has amended numerous provisions and introduced
numerous systems. Therefore, in order for merchants and companies to
adapt to such provisions, certain interim adaptation periods have been
foreseen and the question on which events and legal acts fall within the
scope of the Current TCC and the New TCC has been clarified. As a
general rule accepted, all events and legal acts shall be subject to the code
in effect as of the date such event or act take place.
The Turkish Accounting Standards and independent auditing shall
come into force one year after the entry into force of the New TCC. Any
damage resulting from exercise of control of a dominant company prior
to July 1, 2012 shall be compensated until July 1, 2014, as regulated
under the group company related provisions. Articles of the companies
shall be adapted to the new code until July 14, 20012 and the companies
shall comply with the minimum capital requirements latest until February
14, 2014. Furthermore, share transfer restrictions foreseen in the articles
must be adapted to the New TCC until July 1, 2013. Noncompliance with
such provisions may result in grave consequences from the invalidity
of the relevant provision in the articles of the association, liability of a
company to the dissolution of the company.