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NEWSLETTER 2013
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such as the types of legal entities, the types of share structures, etc. These
rules are summarized below.
Type of Legal Entities
According to Article 4, paragraph 3 under the New EML, all legal
entities subject to private law and carrying out activities in the electricity
market, are required to be established either as joint stock or limited
liability companies in accordance with the provisions of the Turkish
Commercial Code.
Shares and Share Transfer
The shares of companies carrying out activities in the electricity
market, excluding publicly held companies, should be registered shares.
Where a joint stock company has previously issued bearer shares, it is
required to convert its shares to registered shares following its application
to obtain the relevant licenses in order to carry out activities in the
electricity market.
According to the New EML, changes in a company’s shareholding
structure that amount to ten percent or more of the shares of a company
conducting activities in the electricity market (five percent or more
for publicly held companies) are subject to the approval of the Energy
Market Regulatory Board (“Board”). Even if there is no transfer of shares
at the licensee level, any transaction that leads to a change of control, or
which results in a change in ownership or usufruct rights of the relevant
facilities, are subject to the approval of the Board.
Further, we believe there will be additional rules under the secondary
legislation on corporate structure, governance and management of the
companies entering the electricity market.
Preliminary License for Generation Activities
Under the New EML, a new concept of a preliminary license is
established for generation companies. Pursuant to Article 6, a preliminary
license will be issued for the generation license applicant. The maximum