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Commercial Law
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Is It Possible To Terminate An Agreement Due To Declaration Of Concordat? 24 October 2018
Provisions of Enforcement and Bankruptcy Law (“EBL”) on “postponement of bankruptcy” was abrogated and the scope of concordat institution was extended with “The Law Amending the Enforcement and Bankruptcy Law and Other Certain Laws” published in the Official Gazette and entered into force in 15 March 2018.
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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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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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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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Recent Developments in Our Legislation Regarding the Retail Sales Tariff 5 February 2018
Loss and illegal use cost and return of Retail Sales Tariff meter reading costs that are collected over electric bills constitute a serious problem in our country. Likewise; this matter was firstly submitted to the jurisdiction due to the impression of the consumers that the collection of such costs is not equitable. Afterwards; the need of the legal regulation of this subject matter by lawmaker has arouse due to the collection of these unlawful and unequitable tariffs and the importance of returning of them to the consumers.
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Concordat in Our Legal System 5 January 2018
The application of equity companies for suspension of bankruptcy and the court decisions on suspension of bankruptcy have been prevented with the Statutory Decree numbered 669 which was published within the scope of the state of emergency declared in our country on the date of 31.07.2016. The debtors who cannot benefit from the suspension of bankruptcy due to the mentioned Statutory Decree have begun to apply the concordat institution which is not preferred even though it has been in our legal system for a long time due to the existence of the bankruptcy suspension institution, and because of that the debtors have provided an application area in our legal system again.
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Being Responsible for Personal Assets of the Shareholder from Corporate Debts by the Method of Lifting the Corporate Veil 26 December 2017
Legal entity means being a party of legal proceedings as an independent entity from the shareholders of the equity companies and being liable for the transactions independently from shareholders. The legal entity of the company is liable from the contracts and transactions for which the company is a party, not the shareholders. The shareholders are only liable toward the legal entity for their participation rate in the capital. This situation creates a limited liability of the shareholders.
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