PROPOSAL FOR THE LAW AMENDING THE TURKISH COMMERCIAL CODE AND SOME LAWS
The Proposal for the Law Amending the Turkish Commercial Code and Some Laws (the "Proposal"), which includes increasing penalties for profiteering and hoarding, was approved by the Industry, Trade, Energy, Natural Resources, Information, and Technology Committee of the Grand National Assembly of Turkey.
With the amendment made to the Law on the Regulation of Retail Trade No. 6585, it is aimed to increase the administrative fines for profiteering and hoarding actions, thus increasing the effectiveness of inspections conducted within the scope of the Law and the deterrent effect of administrative sanctions applied as a result of inspections.
In this context, it is envisaged to impose administrative fines ranging from 100.000 Turkish Liras to 1.000.000 Turkish Liras for each violation to those who act contrary to the provision prohibiting excessive price increases in the selling price of a product or service by producers, suppliers, and retail businesses.
Producers, suppliers, and retail businesses may be fined from 1.000.000 Turkish Liras to 12.000.000 Turkish Liras for each violation if they engage in activities creating scarcity in the market, disrupting market balance and free competition, or obstructing consumers' access to goods. The Ministry of Trade will be authorized to close the workplaces of producers, suppliers, and retail businesses that violate this provision at least three times within a calendar year for up to 6 days.
With the amendment to the Product Safety and Technical Regulations Law No. 7223, it is aimed to impose deterrent penalties on companies exporting unsafe products. With the proposed changes, those exporting non-compliant products will face administrative fines ranging from 240.566 Turkish Liras to 2.405.665 Turkish Liras for non-compliance with product safety requirements, and from 96.226 Turkish Liras to 962.265 Turkish Liras for other non-compliance situations.
In the Consumer Protection Law No. 6502, those who fail to deliver or install goods on time will be subject to an administrative fine of 2.200 Turkish Liras for each transaction or contract in which non-compliance is detected, and those who avoid selling goods or services will be subject to an administrative fine of not less than 2.200 Turkish Liras, up to 10% of the total sales price including all taxes of the goods or services avoided from being sold, for each transaction or contract in which non-compliance is detected.
Regarding after-sales services, administrative fines of 1.115.000 Turkish Liras will be imposed on manufacturers and importers for not obtaining after-sales service qualification certificates, and administrative fines of 18.000 Turkish Liras will be imposed for each service station for failure to register or update the registration in the system established by the Ministry. Manufacturers, importers, or private service stations failing to comply with their obligations will be subject to an administrative fine of 2.200 Turkish Liras for each violation.
If the violation occurs via the internet, the Advertising Board may decide to notify electronically through communication tools that can be used to contact the relevant internet page, domain name, IP address, and similar sources obtained through communication, and if the content is not removed within 24 hours despite this notification, access may be blocked.
In immovable properties subject to timeshare, including prepaid sales as of April 1, 2022, timeshare or personal timeshare sales granting real rights or shares based on property rights, cooperative or joint stock company partnerships, or association or foundation memberships may be granted; those who do not have a real right on the property subject to timeshare may sell timeshares.
Amendments to the Turkish Commercial Code No. 6102 aim to facilitate company transactions and resolve uncertainties in practice in certain areas. In this context, the terms of office of the chairman and vice-chairmen in joint-stock companies will be harmonized with the terms of office of members of the board of directors with a term of office of 3 years.
A board member may request in writing from the chairman to convene the board of directors. If the request is deemed appropriate, the chairman of the board of directors will convene the board. Upon the written request of the majority of the board members, the chairman must convene the board of directors within 30 days from the date the request is received. If the board of directors is not convened within this period or if the chairman or vice-chairman of the board of directors cannot be reached, the call may be made directly by the applicants.
According to the Presidential Decree No. 7887 published in the Official Gazette dated 25/11/2023, the minimum capital amount envisaged as 50.000 Turkish Liras for joint-stock companies in Article 332 of Law No. 6102 is increased to 250.000 Turkish Liras, the minimum starting capital amount envisaged as 100.000 Turkish Liras for limited companies in Article 580 of the Law is increased to 500.000 Turkish Liras.
Joint-stock companies with a registered capital of at least 250.000 Turkish Liras that have adopted the registered capital system but fail to increase their starting capital and registered capital to 500.000 Turkish Liras will be deemed to have exited this system.
As for limited liability companies, the minimum capital amount of 10.000 Turkish Liras envisaged in Article 580 of the Law will be increased to 50.000 Turkish Liras.
Joint-stock and limited liability companies with capital below the minimum capital requirement must comply with the new capital structure by December 31, 2026; companies that fail to meet this requirement will be considered dissolved and will be required to initiate the liquidation process and ensure the deletion of their trade registry records.
Registered capital companies with a minimum capital of 250.000 Turkish Liras that have adopted the registered capital system but fail to increase their starting capital and registered capital to 500.000 Turkish Liras will be considered to have exited this system.
Conclusion
The Proposal aims to enact legislative amendments needed in many areas such as the regulation of retail trade, protection of consumers, product safety, and preservation of competition, in line with developments in commercial life.