Corporations’ Obligation To Build A Website Pursuant To The Turkish Commercial Code
As part of the innovations brought by the Turkish Commercial Code No. 6102 (“TCC”), regulations on corporate transparency are increased. TCC Article 1524 has made it obligatory for corporations to set up a website and make announcements as put forth in the relevant legislation on such web site. This obligation is regulated under the Regulation on Websites to be Set Up by Corporations (“Regulation”) published in the Official Gazette dated 31.05.2012 and numbered 28663.
Corporations with the Obligation to Build a Website
According to Article 124 of the TCC and Article 2 of the Regulation, companies that fall within the scope of the Regulation shall be determined pursuant to Article 397 of the TCC. In line with this, companies that are subject to independent auditing pursuant to the Decision on the Determination of the Companies to be Subject to Independent Auditing are also obliged to build a website and make the announcements as set out in the Regulation within such website. Companies that fall within this scope are those which have net assets with a value equal to or above TRL 150,000,000, annual net sales revenue equal to or above TRL 200,000,000, and 500 or more employees by themselves or cumulatively with their affiliates and subsidiaries; as well as the finance, asset management and rating companies that are active in finance as stipulated within the Annex of the Decision.
Obligation to the Build a Website
Companies incorporated after the entry into force of the Regulation must build a website within three months of registering with the trade registry, and companies incorporated before such time must build a website within a period of three months as of 01.07.2013, that is to say by 01.10.2013 at the latest. Companies that meet the above mentioned criteria after the entry into force of the Regulation must build a website within three months. Companies shall allocate a section of their website to announcements that must be made pursuant to the law.
The issues to be announced on the website must be posted on the website within the period of time set out in the relevant legislation. If no such specific period of announcement has been set forth, then announcement shall be made within five days following either the realization of the relevant event, the registration with the trade registry or the announcement in cases where registration and announcement are required in order for the relevant transaction to become valid. Previously known information and issues must be included within the website immediately.
Companies may use central database service providers, who are private law entities operating under the official authorization of the Ministry of Custom and Trade, to organize their website and keep the content (to which access must be allowed via secure mediums) available for the company to access and archive. However, this is not an obligation. Pursuant to the Capital Markets Code, such services shall be provided by the Central Registry Agency for companies with shares registered with them.
Content of the Website
The content which may be included within the website is not limited. The provisions aim to increase transparency and there are no restrictions with respect to the documents, reports, calls for meetings, tables and other information which may be published. However, there are certain issues which are required to be announced according to the Regulation.
Permanent Content
The content to be included within the website has been categorized with respect to the amount of time it must remain on the website. Information regarding the company’s title, address, paid and unpaid capital and the members of the management body (that is to say members of the board of directors for joint stock companies and managers for limited liability companies), as well as the auditor must be kept available for access at all times.
If a legal entity is appointed as a member of the board of directors or as manager in a joint stock company or a limited liability company, then the information for such legal entity as well as its proxy must be made available on the website at all times.
The amendments on such information shall also be published on the web site as of the date of the relevant amendment.
Content to be Included for a Minimum Period of Six Months
Content that must be made available for a minimum period of six months includes the following:
For companies participating in a merger or demerger, announcements to be made to creditors and the documents subject to the right of inspection within the scope of the relevant legislation;
If a lawsuit for the dissolution of the company has been filed, declaration with respect to the suit filed and the final court order issued with respect to the dissolution;
The resolution for the convocation of the general assembly, if the general assembly meeting is postponed due to the postponement of negotiations regarding the financial statements and related issues;
The Minutes of the general assembly meeting and the privileged shareholders’ general assembly;
The resolution to represent and bind adopted by the board of directors of joint stock companies and managing board of limited liability companies;
Internal directives including the working procedures and principles of the general assembly in joint stock companies;
Announcements with respect to the representative of a company body, an independent representative and a company representative;
Resolutions of the general assembly regarding the amendment of the articles of association;
For companies that are in the registered capital system, information related to registered capital regulations;
Board of directors’ resolutions which regulate the rules for the acquisition of newly issued shares;
Board of directors’ report explaining restrictions to or removal of the pre-emption rights of shareholders on new shares, issuing new shares with or without a premium and explaining the calculation method of the premium;
The Report of the managing body in the event of a decrease in capital, announcement to convene the general assembly, announcement for decreasing principal capital;
The Announcement to convene the managing body for payment of share amounts, invitation and notification to shareholders in default and resolution regarding cancellation of share certificates of the shareholders in default;
Board of Directors resolution with respect to the issuance of bearer share certificates;
Trade Registry Gazette announcement to inform creditors in the event the company is dissolved;
The Acquisition of the company shares by a company from within the same group company within the threshold levels stated under Article 198 of the TTC or selling them out;
The removal of a ship from the ship registry within the framework of article 996 of the TCC;
The disclosures of members of the board of directors, directors of undertakings and corporations, their relatives as determined within the relevant legislation and the companies in which such directors and their relatives hold at least 20% of the shares with respect to the shares that they hold in group companies;
The dominance agreements executed between companies;
An announcement that the number of shareholders in the company has decreased to one or that the company has been incorporated by a sole shareholder, and information related to that sole shareholder;
The agreement regarding the acquisition or lease of an enterprise or a real property for an amount exceeding one tenth of the capital, within 2 years following the registration of the company; and
Where the board of directors, managers board or general assembly meeting has been held electronically, the technical report proving that the electronic tools used by such persons are suitable for active attendance.
The above-mentioned content shall be made available on the website for at least six months, otherwise it shall be deemed to not have been posted on the website.
Non-Compliance with the Website Obligations
Non-compliance with the obligation to build a website and not to make the required announcements via that website as detailed above, shall constitute a cause for the annulment of the related decisions. Also, the managers and the members of the board of directors who are at fault for such negligence shall be held liable.
Conclusion
As stipulated in the grounds of the TCC articles, the regulations regarding the company’s website are open to evolvement. With the provisions brought by the TCC, various types of basic information regarding the company will become available publicly. As non-compliance with the obligation to build a website and the realization of the announcements may cause the nullity of the relevant company decisions, the requirements and periods brought by the Regulation must be taken into due consideration.
All rights of this article are reserved. This article may not be used, reproduced, copied, published, distributed, or otherwise disseminated without quotation or Erdem & Erdem Law Firm's written consent. Any content created without citing the resource or Erdem & Erdem Law Firm’s written consent is regularly tracked, and legal action will be taken in case of violation.
Other Contents
The Turkish automobile and light commercial vehicle market left the 2000s behind with steadily rising sales figures and the 2010s with high and stable sales figures as well. In this period, the growth of the market was driven not only by high purchase power but also by easy access to credit and product diversity...
Turkish Commercial Code No. 6102 ("TCC") provides the right to exit from the company to the shareholders of limited liability companies and the right to squeeze out the shareholder from the company, unlike the structure of joint stock companies, with the exit and squeeze out institutions specially regulated for...
Turkish Commercial Code No. 6102 (“TCC”) preserves the rule that the board of directors shall manage and represent joint stock companies. The TCC regulates how the power of representation shall be exercised, the registration and announcement of the persons authorized to represent, the transfer of the...
Ordinary partnerships are regulated under Turkish Law between Articles 620 and 645 of the Turkish Code of Obligations No. 6098 (“TCO” or the “Code”). The Law defines an ordinary partnership contract as a contract where two or more persons undertake to combine their labour or property to achieve a common...
Merger and acquisition processes are one of the legal processes that most seriously affect the identities and legal status of companies. After the completion of legal, tax, financial and operational due diligence reports, the parties initiate the negotiation process in case they reach an agreement on proceeding with the...
A popular business model for expanding market reach and brand recognition worldwide is franchising. Despite being less common than distribution agreements in the form of mono-brand store agreements, franchising is another significant method for extending luxury brands' distribution networks. Luxury brands use...
In the decision dated 14.06.2022 and numbered 2019/149 E. 2022/894 K., the Court of Cassation General Assembly (“CCGA”) evaluated the theory of piercing the corporate veil in the context of the relationship between the guarantor and the borrowing company in a dispute arising from a loan agreement...
The European Union continues to be an important investment center for foreign investors. According to data from the European Commission's "Second Annual Report on the monitoring of foreign direct investment in the European Union", the European Union received €117 billion worth of foreign direct investment in...
Transfer of shares is arguably the first legal transaction that comes to mind among the legal transactions regarding the shares of a capital company, and the most common transaction in practice. However, the shares of a capital company may also be subject to various transactions, other than share purchase...
Law No. 6563 on the Regulation of Electronic Commerce (E-commerce Law or Law) has recently undergone a radical change in order to regulate the behavior of the players in the rapidly growing and developing e-commerce sector. The new regulations that came into force as of January 1, 2023 envisage important...
On 11 June 2021, the German Federal Parliament approved the German Supply Chain Due Diligence Act (Lieferkettensorgfaltsgesetz) (“Act”) which affects not only German entities but also their suppliers in foreign countries (including Turkish entities). The main focus of the Act, which entered into force on...
On 21 December 2007, the Federal Council approved the draft revision of the Swiss Code of Obligations, which also includes amendments to company law. On 28 November 2014, the Federal Council referred the draft revision for consultation. Following extensive discussions and a long enactment process, the...
The Turkish Commercial Code No. 6102 ("TCC") regulates maritime trade contracts under the fourth part of the fifth book of the Code. Among the types of contracts regulated in this section, the most frequently used contract in international maritime transport practice is the freight contract regulated under...
Prohibition on hidden income shifting is one of the most important issues that is broadly regulated under Capital Markets Law No. 6362 (“CML”). In conjunction with CML Article 21, which has a broader context than Article 15 of the abrogated Capital Markets Law No. 2499, another significant step has been taken...
As a result of developing commercial activities and large-scale investments, especially concluded in the fields of construction, energy and mining, companies are seeking to participate in these investments by uniting their powers and expertise to take advantage of financial opportunities together. This tendency...
The Turkish Commercial Code (“TCC” or “Law”) has enabled companies to apply different structural models and to implement new legal formations by including spin-off provisions to its Article 159 et seq. In accordance with the provisions of the law, companies may transfer a certain element, or elements, of their...
The International Federation of Consulting Engineers is a professional association established in 1913, known as the FIDIC (Fédération Internationale Des Ingénieurs-Counseils). Its members are duly elected from consultant-engineer associations of various countries, and membership to the association is...
Incoterms are a set of rules introduced by the International Chamber of Commerce (ICC) to explain the commercial terms that are widely used in international trade. The purpose of Incoterms rules is to facilitate and expedite international trade in a safe and secure manner...
The regulation applicable to all Turkish ports prepared by the Ministry of Transport, Maritime Affairs and Communications that entered into force after being published in the official gazette on October 31, 2012 (˝the Regulation˝), consolidates all the bylaws, regulations and instructions in a single Regulation...
As a rule, rights and obligations arising from an agreement have legal consequences only between the creditor and the debtor which are parties to the agreement. This principle is referred to as "privity of contract." In general, contracts for the benefit of third parties, where the fulfillment of an...
The rules of e-commerce, which grow and develop with the digitalizing world, are changing. E-commerce has become the driving force of the digital economy. However, considering the growth rate of e-commerce and the transformation it has undergone in a short time, it is obvious that some...
The dissolution of a company is a specific type of dissolution, which results in the cancellation of the legal personality which was gained by registration at incorporation. The specific proceeding which leads to the dissolution, and thus, the termination of a company upon the constitutive decision...
Companies in which shares or authority to manage is held by members of a family are considered to be “family businesses”. Family members can hold shares that control the company, as well as retain management authority. Having a family business means opportunity, security and income for...
Turkey ratified the Convention on the Contract for International Carriage of Goods by Road (“CMR”) in accordance with Act No. 3939 dated 7 December 1993, and the CMR entered into force in Turkey on 31 October 1995. In accordance with Article 1 / 1 of the CMR, the carriage of goods by road...
Ordinary partnerships are governed by Article 620 et seq. of the Turkish Code of Obligations No. 6098 (“TCO”). An ordinary partnership agreement is defined as an agreement whereby two or more persons undertake to join efforts and/or goods to reach a common goal...
The concept of disguised profit transfer in joint stock companies, in its broadest meaning, covers the transfer of company assets to related parties and may occur in different ways. This concept is regulated in detail under capital markets legislation...
Share subscription agreements, which are commonly encountered in start-up investments, set out the terms and conditions of an investor’s participation in a company as a shareholder by subscribing the new shares issued in a capital increase...
The electronic signature, which has the same legal consequences as wet signatures if it meets certain conditions, has taken its place in many legal systems and has enhanced commercial life. Although there are various types and applications in different legal systems...
INCOTERMS are a set of rules introduced by the International Chamber of Commerce (ICC) to explain the commercial terms that are widely used in international trade. The purpose of the Incoterms rules is to contribute to and facilitate the safe and swift conduct of international trade...