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tation powers to one or more executive manager or appoint third par-
ties. The manager may be a legal entity.
Article 628 of the New TCC, which required at least one Turkey
domiciled director has been repealed by the Law No: 6335.
Consequently, the extension of repealed provision, which empowers
such director having sole authorization to represent the company, will
no longer be effective.
The limited corporation must keep a share ledger reflecting the fol-
lowing; names/titles and addresses of the shareholders, number of
shares held by the shareholders, share transfers, nominal value of
shares, share groups (if any), encumbrances over the shares and the
information regarding the beneficiaries of such encumbrances formed
over the shares.
Another renovated area introduced by the New TCC is regarding
the company accounts. As per article 610 of the New TCC, the
provisions of the joint stock companies governing the financial
tables and reserve funds (art. 514-527) shall be applicable to limited
corporations.
The limited corporation is obliged to keep the commercial books
indicating the commercial transactions and asset structure of the com-
pany. The limited corporations shall apply Turkish Accounting
Standards (which is an adaptation of International Financial Reporting
Standards-IFRS) announced by the Turkish Accounting Standards
Board.
The manager(s) of limited corporations must prepare and submit to
the attention of the general assembly the financial charts, appendices
and the activity report of the company for the preceding accounting
period. This must be done in accordance with the Turkish Accounting
Standards and within the first 3 months of the relevant financial period
following the balance sheet date.
The provisions governing the auditing for joint stock companies
also apply to the limited corporations. Briefly, the limited corporations
should also have independent auditors who are either chartered or cer-
tified public accountants.
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NEWSLETTER 2012