Publications - Kasaroglu Law Office

What are the exemptions regulated by the Communiqué on the Protection of the Value of Turkish Currency? 16 October 2018

One of the recent mostly discussed topics in Turkey was whether the contractual value and any other payment obligations arising from the agreements can be determined in foreign currency. As is known, the Presidential Decision No. 85 (“Decision No. 85”) was published in Official Gazette and entered into force on 13 September 2018 which brought a restriction for the determination of contractual value and any other payment obligations in foreign currency relating to certain types of agreements. However, although these restrictions are determined in principle under Decision No. 85, the application of this rule was a matter of concern as it was not clear which contracts would be exempted from this rule and how this rule would be applied.

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Regulation on the Prohibiton of Foreign Currency Agreements Between Turkish Residents 21 September 2018

Presidential D No. 85 (“Decision No. 85”) dated September 12, 2018 as published in the Official Gazette and entered into force on September 13, 2018 made a number of important amendments to the Decree No. 32 on Protection of the Value of Turkish Currency (“Decree No. 32”) regarding the certain type of agreements executed between Turkish residents. According to the Decision No. 85, contractual value and any other payment obligations specified in belowmentioned types of agreements executed between Turkish residents must be denominated in Turkish Lira (“TL”). Therefore, as of 13 September 2018, it will no longer be possible to use foreign currency or index TL to foreign currency in determining the contractual value and payment obligations.

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What Are the Consequences of Non - Appointment of Independent Auditor For Joint Stock Companies? 27 July 2018

I. Joint Stock Companies Subjected to Independent Audit Council of Ministers have firstly defined the companies which will be subject to independent audit according to Article 397/4 of the Turkish Commercial Code (“TCC”) by its resolution numbered 2012/4213 and dated 19.12.2012[1]. There are two lists which are numbered as I and II in the said decision. The companies which are in these lists and the companies which are not in these lists but which fulfill the two conditions of the criteria in Article 3 of the Decision on Determining the Companies Which Will Be Subject to Independent Audit. Additionally, the mentioned criteria shall be fulfilled by the company two years in a row.

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Election of a New Board Member via Cooptation Method in case of Vacancy 4 July 2018

Under Article 408 of the Turkish Commercial Code numbered 6102 (“TCC”,) appointment of members of board of directors (“BoD”) are among the powers of the general assembly which cannot be transferred. However; several exceptions have been regulated by the TCC to this rule. One of these exceptions is the temporary appointment via cooptation method which is regulated under Article 363/1 of TCC. Within this respect, when a vacancy occurs, the BoD may elect a new member temporarily.

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Mandatory Participation of Ministry Representative in General Assembly Meetings of Joint Stock Company 29 June 2018

According to Article 407/3 of Turkish Commercial Code numbered 6102 (“TCC”), participation of a Ministry of Trade and Customs (“Ministry”) representative is required to the general assembly meetings (“GAM”) of joint stock companies mentioned in TCC Article 333. Apart from the said article; Ministry representative should be present in the following GAMs listed in Article 32/a of the Regulation of Procedures of General Assembly Meetings of Joint Stock Companies and Participation of Ministry Representative in General Assembly Meetings (“Regulation”);

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Mediation as a Condition to File a Case under the Regulation on the Law on Mediation in Civil Disputes 25 June 2018

Mediation is an alternative dispute resolution which parties select an impartial and expert mediator freely and making negotiations to settle the disputes with mediator out of court. Mediation aims to settle the disputes with lower cost and less loss of time. There are two types of mediation which called mandatory and optional. Mediation become mandatory and cause of action with Turkish Labor Courts Code numbered 7036 for certain cases. Due to mediation is a cause of action; the mediator shall be appealed before the lawsuit is filed. Otherwise; the court will reject the case due to the lack of cause of action.

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Is It Possible for Commercial Enterprise to Change its Legal Form to Joint Stock Company? 12 June 2018

Nowadays; most of the merchants prefer to enter commercial life by establishing commercial enterprises. Improvement of the merchant and his commercial enterprise arising in such commercial life encourages the merchant to transfer more institutional structuring and consequently, to establish a capital stock company. In such situations, merchants generally prefer to establish a new capital stock company. The reason for such preference is that most merchants are not aware of the possibility that the commercial enterprise can be converted to a capital stock company.

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Installation of Rooftop Solar Power Plants (SPP) and Regulations of Related Legislation 2 May 2018

Due to the increase of market share of renewable energy sources and these sources being both environmental friendly and economically advantageous, an important tendency has been observed towards this area in our country recently. Along with large-scale projects, important regulations are being entered into force by the legislator for the popularization of small scaled and rooftop SPPs as well and various resolutions are being published by Energy Market Regulatory Board (“EMRA”).

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Lex Commisoria Prohibition under Law on Pledges on Movable Property in Commercial Transactions 19 April 2018

Pledge right which provides a real security for receivables, has importance on the business and commercial life, as the pledgee feels safe with the pledge right and the pledger acts with the awareness of the consequences which he would face with in case of failing in payment at due date. Therefore, pledge right protects both the pledgee’s interests, since it is a legal concept which provides real security, and the pledgor, by also protecting the economic mobility in general.

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Appointment of Authorized Signatories with Limited Representation by Board of Directors relying on the Internal Directive of the Company 26 March 2018

Unless otherwise stipulated in the articles of association or unless the Board of Directors (“BoD”) comprises one member, representational authority shall be exercised by the BoD by affixing two signatures in accordance with Article 370 of the Turkish Commercial Code numbered 6102 (“TCC”). On the other hand; with the following regulation, which has been added to the Article 371 of the TCC as its 7th paragraph in 2014, the companies become entitled to appoint authorized commercial agent or another merchant assistants with limited representation by relying on an internal directive and they could register the same to trade registry.

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