Pursuant to the Law No. 7511 on the Amendment of the Turkish Commercial Code and Certain Laws (“Amending Law”), published in the Official Gazette dated 29.05.2024 and numbered 7511, introduced significant amendments to the Turkish Commercial Code (“TCC”).

Pursuant to the TCC, members of the board of directors can be elected for a maximum period of three years, and it was obligatory to elect the the chairman and vice chairman of the board of directors every year. This obligation has been annulled by the Amending Law.

Pursuant to the TCC, the appointment of the company’s senior executives and branch managers are among the non-transferable and inalienable duties and powers of the board of directors. The Amending Law annulled this restriction on the grounds that the requirement for branch managers to be appointed only by a decision of the board of directors slowed down the functioning of the company, and it allowed the appointment of branch managers without a decision of the board of directors.

Pursuant to the TCC, the authority to call the board of directors to a meeting belongs to the chairman of the board of directors and, in case the chairman cannot be reached, to the vice chairmen. However, it is observed that the chairman of the board of directors refrains from calling the board of directors to a meeting in some cases. The Amending Law, aiming to prevent the board of directors from becoming dysfunctional without the need for a judicial remedy, allows the members to directly call for a meeting in case the chairman of the board of directors fails to respond to the meeting request made by the majority of the board directors within thirty days.

The minimum capital amounts for joint stock companies and limited liability companies to be established after 01.01.2024 have been increased to TRY 250,000 and TRY 50,000 respectively. The Amending Law stipulates that companies established before this date and not meeting the new minimum capital requirements shall increase their capital to these amounts until 31.12.2026.

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