Turkey: New Turkish Commercial Code: Reform In Turkish Commercial And Company Law

The new Turkish Commercial Code numbered 6102 (the "New TCC") was promulgated in the Official Gazette on February 14, 2011 and has entered into force as of July 1, 2012.

On the other hand, some of the provisions therein will be effective on different dates.

Accordingly, the provisions relating to websites to be opened by capital stock partnerships for information services will become effective as of July 1, 2013; and the provisions which require the audit of capital stock companies to be made in accordance with Turkish Auditing Standards, which are in line with International Standards of Auditing and financial reporting standards will become effective as of January 1, 2013.

For many people in Turkey, the new Turkish Commercial Code is formed with a modern evolution and reformist approach whereby Turkish commercial, financial and capital markets will be bound.

The new Turkish Commercial Code regulates the commercial undertakings, commercial companies, negotiable instruments, transportation operations, maritime law and insurance agreements.

The main reason for a new law was to integrate Turkish commercial law with European Union Law besides creating an infrastructure based on transparency. On the other hand, the New TCC also implements the universally accepted financial reporting and auditing principles and contributes either to the democracy among the shareholders or to the use of information technology tools.

Amendments within the scope of the New TCC

The New TCC introduces material provisions regarding good management and internal and independent audit that are to be applied to all capital stock companies based on the corporate governance which is one of the dominant concepts of the New TCC.

Accordingly, full transparency is sought in the financial statements, boards of directors' annual reports, independent audits' reports, transactional auditors' reports and all audit reports of individual companies and group of companies. Flow of information, right to information and oversight over the boards of directors' reports are regulated under corporate governance regime in the New TCC.

There are many significant changes based on the abovementioned principles, some of them are as follows:

  • List of the minority rights has been expanded.
  • Privileged shares have been limited.
  • Representation possibilities for group/s of shareholders and the minority in the boards of directors have been increased.
  • The Capital Markets Board is provided with exclusive authority to regulate corporate governance.
  • The reason for such authorization is to ensure that corporate governance remains dynamic and up-to-date.
  • The boards of directors of publicly held companies are now obliged to publish corporate governance reports.

Obligation to create a website for Capital Stock Companies

Under the New TCC, audited capital stock companies are obliged to create a website within 3 months after registration of their incorporation; even if the company already has a website, it must allocate part for "information society" services. "Information Society" is defined in the New TCC as a society with access to information.

All information relevant to the company in which shareholders, minorities, creditors and stakeholders have an interest, documents and calls regarding General Assembly meetings, year-end and interim financial statements and merger and division balance sheets, all kinds of audit reports, all kinds of valuation reports, offers for exercising pre-emptive right, liquidation announcements, announcements related to action for cancellation shall be broadcasted online via company websites under the New TCC.

In addition, access to the web site shall be unrestricted and available to everyone and, to ensure the right to and possibility of access.

It should also be noted that pursuant to the New TCC, the content uploaded to the company websites shall be kept there for at least six months from the upload date; otherwise it will be deemed not to have been uploaded. 

Single-Shareholder Companies enabled with the New TCC

The New TCC also amended the formation of the companies established under name of Joint Stock Company (A.Ş.) and Limited Liability Company (L.Ş.).

This reform is considered to be satisfying a major need in Turkish Commercial Law. Accordingly, Single-Shareholder A.Ş. and Single-Partner L.Ş. can be incorporated under the new TCC. It should also be noted that this reform is adopted from the 12th Council Company Law Directive 89/667/EEC from European Union Law to Turkish Commercial Law.

If the shareholders/partners of an A.Ş. or a L.Ş. incorporated by and among multiple shareholders/partners drops to a single partner or shareholder, such company can legally continue its activities. If a company is incorporated with a single person, the legal form of the company, the name of the single person, trade name and address will be registered with the Trade Registry and duly announced. In case the number of shareholders/partners of a company is incorporated by and among multiple shareholders or partners drops to one for any reason, the company can continue to perform its business activities in the same manner and maintain its legal personality. This is a direct change from the current Turkish Commercial Code under which an action for dissolution must be commenced instead.

Moreover, a single shareholder or partner is also able to use all powers of the General Assembly and accordingly he/she is entitled to adopting resolutions in writing. On the other hand, all resolutions adopted on behalf of the General Assembly must be specified as resolutions of General Assembly.

Group of companies regulated for the first time in Turkish Company Law

The notion of group of companies ("Group") which describes the management of more than one capital stock company is regulated for the first time in Turkish Commercial law by the New TCC. This regulation was also significant in order to cover the loophole in Turkish Commercial Law.

Parent company sustaining the control and subsidiary company under control are clearly defined and accordingly, specified with the legal status and inter-company relations of these companies. The board of directors of parent and subsidiary companies are obliged to report their inter-relations annually pursuant to the New TCC. It is significant to note that there are several provisions under New TCC adopted in order to prevent the abuse of control by the Parent Company.

There are also some structural changes in terms of spin-off, split-up, merger and conversions of the capital companies under New TCC. Those provisions are mostly related to protection of the partners, the partnership creditors and the employees in order to secure their rights and credits in accordance with the provisions of the European Union's Sixth Council Directive 82/891/EEC.

Changes with regard to commercial books

Furthermore, there are remarkable changes in the section related to commercial books. The rules related to provisions regarding the bookkeeping, opening balance sheet, financial statements, balance sheet principles, prohibition on capitalization, prepaid expenses and deferred income, valuation, custody and disclosure are brand new.

Most significantly, regarding the commercial books, the New TCC does not include the use of commercial books as evidences in legal disputes. The reason for this change should be that such provisions are no longer in practice under any modern law. However, courts still may decide on the submission of commercial books.

It is also noteworthy that Turkish Accounting Standards Board is appointed pursuant to the New TCC as sole and exclusive authority to set and publish Turkish Accounting Standards.


No doubt, new audit provisions and abovementioned amendments under the New TCC will change the structure and organizational units of joint stock companies and limited liability companies. These changes conform to the new regulations adopted in the United States and the European Union. It is certain that this reform in Turkish Commercial and Company Law is going to make a substantial contribution to establishing trust in national and international markets for Turkey.

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”

Related Topics
Related Articles
Related Video
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
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

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 or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq 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 of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions