Obligation To Establish A Website And Publish Mandatory Content For Companies Subject To Independent Audit

1. INTRODUCTION

Pursuant to Article 1524 of the Turkish Commercial Code (the "Code"), titled "Electronic Transactions and information society services," and the Regulation on the Websites to be Established by Capital Companies (the "Regulation"), capital companies subject to independent audit are required to establish a website and to allocate a specific section thereof exclusively to "Information Society Services."

Electronic transactions and information society services

I - Website

ARTICLE 1524 (1) Capital companies subject to audit pursuant to Article 397/4 of the Turkish Commercial Code shall establish a website within three months as of the date of registration of their incorporation with the trade registry and shall designate a specific section of such website for the publication of announcements that the company is legally required to make. Content to be published on the website shall be posted within the period prescribed under the Code, where such period is expressly specified. If no specific period is stipulated, the relevant content shall be published no later than five days as of the date on which the underlying transaction or event occurs; and, where the matter is subject to registration or public announcement, as of the date of such registration or announcement. Content required to be published during the period between the company's incorporation and the establishment of the website shall be uploaded on the date the website becomes operational.

(2) Failure to comply with the obligations set forth in paragraph one shall constitute grounds for the annulment of the relevant resolutions, give rise to all legal consequences of non-compliance with the Code, and trigger the liability of the managers and members of the board of directors who are at fault. Criminal provisions remain reserved.

This obligation serves the purposes of transparency, informing shareholders, and ensuring public disclosure. It is expressly stipulated that any non-compliance therewith may result in the imposition of the criminal sanctions set forth under the Code, as well as the annulment of general assembly resolutions and all legal consequences arising from a breach of the Code, in addition to the liability of the managers and members of the board of directors who are at fault in connection with such non-compliance.

Within the scope of this obligation, the content required to be published on the website is set out in the Regulation under two main categories: content that must remain published on the website, and content that must be published on the website for a minimum period of six months.

2. CONTENT THAT MUST REMAIN PUBLISHED ON THE WEBSITE

Pursuant to Article 6 of the Regulation on the Websites to be Established by Capital Companies, the following information must be published on a continuous basis as of the establishment of the website:

• The company's MERSIS number, trade name, registered office, and the amount of subscribed and paid-in capital,
• In joint stock companies, the names and surnames of the chairperson and members of the board of directors; in limited liability companies, the managers; and in limited partnerships with share capital, the directors,
• In the event that a legal entity is elected as a member of the board of directors or as a manager:
• • A statement indicating that both the legal entity and the natural person designated to act on its behalf have been duly registered and announced,
  • The MERSIS number, trade name, and registered office of the legal entity,
  • The name and surname of the registered natural person designated to act on behalf of the legal entity,
• The name and surname/trade name of the appointed auditor, its place of residence / registered office, and, if any, its registered branch office.

In the event of any change to the above information, the updated information must be published on the website on the date such change occurs, in accordance with paragraph two of the same article.

3. CONTENT THAT MUST BE PUBLISHED FOR A MINIMUM PERIOD OF SIX MONTHS

Pursuant to Article 6, Paragraph 3 of the Regulation, certain content is required to be published on the website for a minimum period of six months. The main content that should be included is as follows:

• Notices of general assembly meetings, as of the date they are published in the trade registry gazette,
• Notices regarding the postponement of the discussion of financial statements within five (5) days from the date of the postponement decision.
• Notices related to the minutes of the general assembly and the special assembly of privileged shareholders within five (5) days from the date of the general assembly meeting.
• Notices concerning the appointment of the organ's representative, independent representative, and corporate representative (under TCC Art. 428) on the date of publication.
• General assembly resolutions on amendments to the articles of association within five (5) days from the date of publication in the trade registry gazette.
• Board resolutions regarding the printing of bearer share certificates within five (5) days from the date of publication in the trade registry gazette.
• Internal regulations of the general assembly in joint-stock companies within five (5) days following the date of publication.

Such content must be published on the website. As can be seen, the publication periods and procedures determined for content to be posted on the website vary depending on the subject matter. Therefore, in order to avoid any omissions or errors regarding the content to be published and the applicable publication period and procedure, it is advisable to accurately identify the subject of the notice and carefully review it in accordance with this article.

4. COMPLIANCE PROCESS AND RISKS

Another important aspect to consider in the obligation to establish a website and publish content is that, for content published in the section dedicated to information society services, the following should be placed at the beginning:

• The publication date,
• The phrase "directed message" must be added in parentheses.

Failure to use this phrase may constitute a procedural violation and may also give rise to claims that the publication obligation has not been properly fulfilled.

Additionally, companies may fulfill their obligations regarding website establishment and content publication either directly themselves or with the support of MTHS.

The incomplete or incorrect fulfillment of the obligation to establish a website and publish content may give rise to the following risks:

• Pursuant to Article 562 titled "Offenses and Penalties" of the Law, members of the management body of companies that fail to establish the website as stipulated in Article 1524 are subject to judicial fines, and those responsible who do not properly publish the required content on the website as specified in this paragraph are likewise exposed to the risk of judicial fines,
• Liability of members of the management body,
• Claims for annulment or invalidity of general assembly resolutions,
• Adverse consequences for the company's corporate transparency and reliability.

5. CONCLUSION

The obligation of companies subject to independent audit to establish a website and provide information society services is an important component of corporate governance, going beyond a mere formal requirement. It is crucial for companies to periodically review their website content for compliance with the Law and the Regulation, monitor publication periods, and, in particular, plan website obligations concurrently with general assembly processes. Establishing internal control mechanisms may also be beneficial in ensuring compliance with the relevant legislation.