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tion that is required to be indicated on these documents are limited to
the registration number, trade name, registered office and the registered
internet address in case the merchant is subject to the requirement to
have a webpage. Consequently, problems which could have arisen by
the requirement to include all information in all documents related to
the business of the merchant prior to the amendment are prevented.
Abolishment of the Operational Auditor
One of the new concepts introduced by the New TCC was the
operational auditor. The operational auditor is the auditor responsible
for the audit of qualified operations within the company such as incor-
poration, capital increase and decrease, merger, spin-off, conversion of
type and issuance of securities. The operational auditor is abolished
with Law no. 6335 and the references made to the operational auditor
have been excluded from the New TCC accordingly.
The operational auditor was an appropriate concept aiming at the
audit of important transactions and safeguard of the interests of rele-
vant persons such as shareholders and creditors of the companies. As
the operational auditor has been abolished, the said qualified transac-
tions are no longer audited. The operational auditor would have audit-
ed whether the ratio of exchange, breakaway fee and equalization pay-
ment were fair or not. Since the operational auditor has not been
replaced by any other means of auditing, the said operations are left
outside of the scope of auditing.
Prohibition of Indebtedness towards the Company
Article 358 of the New TCC regulates the prohibition of indebted-
ness towards the company in joint stock companies. Pursuant to the
said article prior to amendment introduced by Law no. 6335, the share-
holders could not become indebted towards the company, except the
debt with regards to subscription of capital. A debt arising from a trans-
action made with the company in relation to the enterprise of the share-
holder and falling within the scope of activities of the enterprise of the
company, which is subject to the same or similar conditions with sim-
ilar operations, constitutes an exception to this rule. Pursuant to the
said article, the shareholders may not be indebted towards the compa-
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NEWSLETTER 2012