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Limited Corporations under Turkish Commercial Code
Numbered 6102
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Att. Nilay Celebi
The New Turkish Commercial Code Numbered 6102 (“New
TCC”) and the Act numbered 6103 on the Entry into Force and
Application of the Turkish Commercial Code
1
(“Application Act”)
which will be effective on 01.07.2012 has been amended by the law
numbered 6335 by the Parliament (“Law No: 6335”).
As per article 22 of the Application Act amended by Law No:
6335, the limited liability companies are allowed a statutory time limit
to adapt their essential components of company structure and adhere to
the articles of association format set out by the New TCC within 12
months following its effective date (until 01.07.2013). Failure to do so
will result in the application of the provisions of the New TCC instead
of the provisions of the companies’ own articles. If it is foreseen nec-
essary, the Ministry of Customs and Commerce may extend this peri-
od only once for one more year.
After a quick update regarding such an important change, we
would like to express that, the New TCC introduces new aspects for the
limited corporations. In general, the provisions of the New TCC gov-
erning the joint stock companies are also applicable to the limited cor-
porations therefore; it can be assumed that the New TCC has taken an
overlapping approach to establish closer correspondences between the
limited corporations and joint stock companies. In the below, a brief
guidance outlines the new aspects of the limited corporations under the
New TCC.
The New TCC followed “single member company” trend, which
became a popular company structure in other jurisdictions in recent
years and allowed Turkish limited corporations, be formed with one or
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NEWSLETTER 2012
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Article of June 2012
1
Published in the Official Gazette dated 14 February 2011 numbered 27846
(Türk Ticaret
Kanunu’nun Yürürlüğü ve Uygulama Şekli Hakkında Kanun)
.