The Law No. 7099 on the Amendment of Certain Laws for the Purpose of Improvement of the Investment Environment (“Law No. 7099”) has been published on the Official Gazette no. 30356 dated 10 March 2018 introducing amendments on various laws with the aim of improving the investment environment in Turkey.These amendments have entered into force as of its publication in the Official Gazette unless otherwise mentioned below.

  1. The amendments made in the Tax Procedure Law are as follows:
  • According to the amended version of article 223/3 of the Tax Procedure Law, the books of the limited liability companies, joint stock companies and cooperatives shall be certified by the trade registryat the stage of their establishment. Prior to this amendment, notaries were also authorized to make certification and cooperatives were not included in the scope of the abovementioned article. This amendment has entered into force as of 15.03.2018.
  1. The amendments made in the Customs Law are as follows:
  • According to the added paragraph on article 218 of the Customs Law; companies operating the seaports and airports utilized in carriage of goods and passenger carried out between Turkey and other countries shall be obliged to comply with the maximum determined amounts of costs such as loading, landing, store and for each transaction breaching this rule, five thousand Turkish Liras of irregularity fine shall be imposed.
  1. The amendments made in the Law on Pledges over Movable Property in Commercial Transactions are as follows:
  • As a result of the added sub-paragraph on article 5/1; scope of the assets subject to movable pledge is widened and all movable assets and rights similar to the listed ones are included in the scope.
  • According to the amendments on article 7; prospective legal advantages of the movable such as all types of interest and insurance and natural goods and their substitutes shall be included in the scope of pledge along with the movable. In case the manufacturing process is pledged with the movable goods; a pledge of the same rate and order shall be automatically established on the receivableto be arisen within or following the manufacturing process. The good faith of thethird personswith no knowledge of the movable pledge shall be protected.
  • As a result of the provision added on article 14; the creditors may execute enforcement proceedings in accordance with the Bankruptcy and Enforcement Law.
  • As a result of the amendment on article 15; the creditors shall be entitled to have a longer time period for deletion of pledge withthe registry depending on the nationality of the creditor.
  1. The amendments made in the Turkish Commercial Code (“TCC”) are as follows:
  • By article 21 of the Law No. 7099, 2nd paragraph of article 40 of the TCC titled “Registration” has been amended as specified below:

Every merchant submits to the registry office the trade name it shall use and the signatures it shall place under such trade name. If the merchant is a legal entity, the signatures of the persons authorized to sign on behalf of the merchant shall also be submitted to the registry office. The signature declaration is submitted by making a written statement before the presence of an authorized officer at any trade registry directorate.

  • Amended version of article 64 of the TCC is as below:

Certification of opening of books shall be made by the trade registry directorates at the time of registration of joint-stock and limited liability companies with the trade registry. In cases where commercial books are kept electronically, notarization or approval of the trade registry directorate shall not be required in the opening of such books and the closing of the general journal and resolution book.

  • By articles 24, 25 and 26 of the Law No. 7099 which have entered into force as of 15.03.2018, articles 575,585 and 587 of the TCC have been amended in the same direction. According to these amendments, the certification of the signatures by the notary has been removed and the trade registry directorates become entitled to make this certification in lieu of the notaries.
    – As a result of the amendment made inarticle 24 of the Law No. 7099, the first paragraph of article 575 reads as follows:Articles of association shall be drafted in writing and be signed by the founders “in the presence of theauthorized officerat the trade registry directorate.

Accordingly, notaries will not be entitled to make authentication of founders’ signatures any longer.

– According to article 25 of the Law No. 7099, the first sentence of article 585 of the TCC has been amended as follows:

The company shall be incorporated with the founders’ declaration of intent to incorporate a limited liability company in the articles of association which is issued in compliance with the laws, by which they have unconditionally undertaken to pay the capital in full and is signed “in the presence of an authorized officer at the trade registry directorate.

In the same article, the sentence of “However, the requirement for the payment of at least 25% of the nominal values of shares subscribed in cash before the registration does not apply to limited liability companies” has been inserted after the second sentence. This amendment has revoked the liability of investing capital at the time of incorporation for limited liability companies.

–  By Article 26 of the Law No. 7099, the first sentence of Article 587 titled “Registration and Announcement” of the TCC has been amended as follows:

The entire articles of association shall be registered before the trade registry where the company’s headquarter is located and announced in the Turkish Trade Registry Gazette within thirty days following the date of signing of the same by the founders “in the presence of an authorized officer at the trade registry directorate.”

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