On 15 July 2016, the Turkish Parliament approved a comprehensive
draft law amending various laws and regulations, with the aim of
improving investment environment in Turkey. The law addresses
significant amendments to a number of matters, such as stamp tax,
deferral of bankruptcy and bad checks, some of which are outlined
1. Amendments to the Stamp Tax and Statutory Fees
If the parties execute more than one copy of a
document/agreement, only one original copy will be subject to stamp
tax and statutory fees.1
A monetary penalty in the agreement will not be subject to
stamp tax, unless such penalty constitutes the subject matter of a
If an agreement is taxed over the capped amount (which is TRY
1,797,117.30 for 2016), any increases in the value of such
agreement will not be subject to stamp tax, provided that the other
provisions of the agreement remain same.
Documents relating to the share transfers in joint stock
corporations and limited liability partnerships will be exempt from
The stamp tax exemption on documents relating to the loans
granted by banks and foreign financial institutions and relevant
security interests expands to include the transfer of such loans
and assignment of receivables stemming from these loans.
No decision charges will apply to arbitration cases.
50% of the land registry charges will apply to the
establishment of a mortgage between merchants (e.g., joint stock
2. Amendments relating to the Suspension of Bankruptcy
During a bankruptcy proceeding, a company or any of its
creditors may request suspension of bankruptcy from the court by
submitting a detailed recovery project evidencing that the company
can improve its financial situation. Such submission must include a
list of the company's creditors, its debts and payment dates
and any other documents showing the practicability of the recovery
If a company has already benefited from the suspension of
bankruptcy, it can reapply for suspension after the expiry of one
year of the suspension period.
Creditors of the company may object to the suspension of
bankruptcy within two weeks after the announcement of the
suspension in the trade registry gazette claiming that the company
does not meet the criteria for the suspension.
The maximum suspension period is still one year. However, the
total extension period that may be granted by the court is
shortened from four to one year.
3. Amendments to the Turkish Commercial Code
During the incorporation stage, the shareholders can sign the
articles of association at the trade registry, without need to
visit a notary public. Signature declarations can also be executed
at the trade registry.
During the liquidation, the shareholders are no longer required
to wait one year to benefit from the liquidation proceeds. The
company can distribute liquidation proceeds to its shareholders
after the expiry of six months following the third announcement to
4. Amendments the Bad Checks
Issuance of bad check is redefined as a crime that requires a
punitive monetary fine up to TRY 150,000. The penalty amount cannot
be less than the value of the bad check.
If the issuer does not pay the punitive fine, such fine will be
converted to imprisonment.
The amendment law is expected to be published in the Official
Gazette in the following weeks. It aims to eliminate certain
bureaucratic formalities, to facilitate company establishment
processes and to reduce some transaction costs.
1 This exemption applies to documents subject to
"proportional tax". Any original copy of a document
subject to a "fixed tax" will continue being subject to
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