Turkey: How Shall The Advance Dividend Be Distributed According To New Turkish Commercial Code?

Last Updated: 9 January 2013
Article by Nilgün Serdar Simsek

In accordance with Article 509 of Turkish Commercial Code (TCC) No. 6012, which entered into force on 1 July 2012, the procedures and principles of "advance dividend distribution" were revised in the Advance Dividend Distribution Communique (ADDC) that was issued by the Ministry of Customs and Trade and entered into force following its promulgation in the Official Gazette on 9 August 2012. According to Article 2 of the ADDC, these procedures and principles shall apply to joint-stock companies, limited liability companies and limited partnerships that do not fall under the scope of the Capital Markets Law No. 2499.

Advance Dividend Distribution Procedure

As per Article 5 of the ADDC, companies shall distribute an advance dividend if the following two conditions arise: if a general assembly resolution regarding advance dividend payment is passed and if the company has already made a profit on its three-, six- or nine-month interim period statements prepared within an advance dividend distribution term.

Contents of General Assembly Resolution

According to Article 6 of the ADDC, if a company seeks to distribute advance dividends, the abovementioned subjects shall be stated in the relevant general assembly resolution. Additionally, the following conditions must be resolved during the general assembly meeting held within the advance dividend distribution period.

  1. If net profit for the relevant accounting period falls short of the advance dividend distribution for the accounting year, and if net profit in excess of the dividend has to be appropriated from the previous year's surplus reserve fund or if the surplus reserve fund is insufficient to cover the distributed advance dividend, then shareholders who received advance dividend over-payments shall be required to pay back the amount and shall receive a warning from management.
  1. In case of loss at the end of the relevant accounting period; first, if any general legal reserve and available reserve fund from the previous year's balance sheet is required to cover the loss, and if these funds are insufficient, then shareholders shall pay back any advance dividends distributed during the period and shall receive a warning from management. Second, the balance of the available reserve fund shall be reduced to within the advance dividend amount via the reduction process, and if advance dividends distributed during the period exceeded the balance of the free reserve fund, then the shareholders shall be required to pay back the portion in excess and shall receive a warning from management.

Advance dividends paid before the relevant accounting year shall be appropriated from the period's net profits. Prior to appropriation, the Board of Directors shall not distribute or pay out any dividends.

Quorums of General Assembly Meeting

According to Article 9 of the ADDC, the general assembly should be assembled with shareholders, or their representatives, who own at least ¼ of the capital.

For joint-stock companies and limited partnerships, a majority of votes represented at the meeting mustbe in favour of advance dividend distribution, while for limited liability companies, an absolute majority of votes represented at the meeting must be in favour of distribution. 

Management's Liabilities During Advance Dividend Distribution Process

According to Article 9 of the ADDC,if the company reports a profit on its interim period statements and the general assembly resolves to distribute advance dividends, the following processes shall be carried out by management.

  1. A financial report about advance dividend distribution shall be prepared. The report shall include the following: interim period statements that constitute the basis for dividend advance distribution prepared in accordance with Article 515 of the TCC as well as the amount of advance dividend that will be distributed calculated according to Article 7 of the ADDC. The reports and documents that constitute the basis for calculations and other terms shall be attached to this financial report.
  1. A report about which shareholders will receive advance dividend payment shall be prepared by management and management shall resolve to carry out the related payment procedures within six weeks. Management shall pass the necessary resolutions to approve payment of advance dividend to bearer share certificate owners. Also, management shall organise necessary processes for shareholders to pay back any overpaid advance dividend.

Along with the procedures and principles for advance dividend distribution that were issued in the ADDC, some responsibilities and assignments were also issued for the management bodies of companies. In this respect, equity firm management boards should act according to the TCC and ADDC during advance dividend distribution. According to Article 553 of the TCC, members of Boards of Directors are liable for misconduct that violates their responsibilities as derived from their organisation's Code of Conduct or their primary employment contract as well as for damages against their company, shareholders and company's beneficiaries. Thus, if members of the Board fail to comply with the legal regulations for advance dividend distribution, then they may be held responsible under the abovementioned article. Parties affected by a Board member's misconduct have the right to file a claim for compensation for two years starting from the date when they learn about the damages and the person responsible for them, but they cannot file a claim more than five years after the damages have occurred.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.