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Nationality of Legal Entities
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Att. Suleyman Sevinc
Introduction
A clear and explicit definition or any criteria regarding the nation-
ality of a company as a legal entity is not explicitly regulated under
Turkish legal system. Nonetheless, under the relevant articles of the
Turkish Commercial Code (“TCC”) numbered 6102, there are some
specific articles indicating the nationality of a company.
One of the articles indicating the nationality of a company is art.
421 of TCC regarding the joint stock companies which provides the
voting quorum for amendment of the articles of association. Art. 421
states that;
“Unless regulated otherwise by law or under the articles of
association, the resolutions for amendment of the articles of associa-
tion shall be adopted with the majority of votes present at the general
assembly meetings in which at least half of the company’s capital is
represented.”
In the same article, it is indicated that the resolutions
with regards to moving the headquarters of the company out of Turkey
shall be unanimously adopted by the shareholders representing all
shares of the capital or by their representatives. This reference indi-
rectly confirms that the concept of ‘nationality of a company’ is accept-
ed under Turkish law.
Despite the lack of a clear definition, the distinction between
domestic and foreign companies is based on headquarters’ location as
indicated in art. 40 of the TCC. Pursuant to this article;
“the branches
of commercial enterprises whose headquarter is registered in Turkey
are registered and announced with the trade registry where the branch
is located at.”
and also
“the branches of commercial enterprises whose
headquarter is registered out of Turkey are registered as local com-
mercial enterprises by reserving the provisions of their laws regarding
the trade name.”
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NEWSLETTER 2012
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Article of October 2012