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Bu yazımızda 28 Mayıs 2024 tarihli Resmî Gazete’de “7511 sayılı Türk Ticaret Kanunu ile Bazı Kanunlarda Değişiklik Yapılmasına Dair Kanun” ile ilgili kapsamlı bir inceleme diyalog metni hazırladık. Bu yazı ile hem ilgili değişikler hakkında fikir sahibi olacak hem de Hukuk İngilizcesi terminolojisini çalışmış olacaksınız. Ayrıca diyalog metni devamında bir Kelime Listesi ve konu ile ilgili çoktan seçmeli bir Test de sizi bekliyor olacak.

Keyifli çalışmalar dileriz …

7511 sayılı Türk Ticaret Kanunu ile Bazı Kanunlarda Değişiklik Yapılmasına Dair Kanun ile ilgili Bilgi Notu için Tıklayınız

Dialogue Among Lawyers Regarding the Amending Law No. 7511

Can: Good afternoon, everyone. I trust you’ve all reviewed the recent amendments to the Turkish Commercial Code brought by Law No. 7511. Let’s examine the key changes and their implications.

Emine: Certainly, Can. One of the most notable changes is in Article 366. Previously, joint stock companies had to elect the chairperson and vice-chairperson of the board annually. This was quite cumbersome and led to potential gaps in leadership if elections weren’t timely. Now, with the term of these positions aligned with the board’s term, we can expect more stability in corporate governance.

Mikail: I agree, Emine. The annual re-election requirement was not only administratively burdensome but also posed risks of leadership discontinuity. By extending the tenure to match the board’s term, companies can focus more on strategic planning rather than procedural formalities. This should enhance managerial continuity and effectiveness.

Sare: Absolutely, Mikail. Another critical change is regarding the appointment and dismissal of branch managers and signatories under Article 375. These responsibilities were non-delegable and solely under the board’s authority, which often delayed essential managerial changes. The new law allows these tasks to be delegated, which should significantly improve operational efficiency.

Can: That’s a crucial point, Sare. Delegating these authorities can lead to faster decision-making processes, enabling companies to adapt more swiftly to changing business needs. This change reflects a more pragmatic approach, aligning legal requirements with business realities.

Emine: The amendment also addresses ambiguities in calling board meetings as per Article 392. Previously, there were no clear guidelines, which often led to delays and inefficiencies. Now, a meeting must be called within thirty days of a written request from the majority of board members. If the chairperson or vice-chairperson doesn’t act, the requesting members can make the call themselves. This should streamline decision-making processes.

Mikail: Yes, the new clarity around meeting calls is a significant improvement. It ensures that boards can convene promptly, reducing the risk of indecision or inactivity during critical periods. It aligns with the broader objective of enhancing corporate governance and operational agility.

Sare: Another major change is the adjustment of minimum capital requirements, as specified by the Presidential Decree of November 2023. Joint stock companies now need a minimum capital of 250,000 Turkish liras, while non-public ones with the registered capital system require 500,000 Turkish liras. Limited companies must have at least 50,000 Turkish liras. Companies have until the end of 2026 to comply, or they face liquidation.

Can: This is indeed a substantial change. The increased capital requirements aim to ensure financial robustness and stability. Companies falling short of these thresholds must act promptly to avoid severe penalties, including liquidation. This move should foster a more secure and trustworthy business environment.

Emine: Additionally, for non-public joint stock companies with the registered capital system, if their issued capital drops below 250,000 Turkish liras, they’ll exit the registered capital system and face liquidation. This underscores the importance of maintaining adequate capital levels to ensure continuity and compliance.

Mikail: These capital requirements will likely compel companies to reassess their financial strategies and possibly consolidate to meet the new standards. While the transition period provides some leeway, proactive planning will be essential to navigate these changes smoothly.

Sare: Lastly, the amendment stipulates that in reinstatement lawsuits against trade registry offices, these offices won’t be liable for litigation expenses if the lawsuit is successful. This might reduce the financial burden on public offices and streamline the reinstatement process for businesses.

Can: That’s an interesting development, Sare. It shifts some financial responsibilities and could influence how companies approach such lawsuits. Overall, the amendments appear to be geared towards enhancing efficiency, clarity, and stability in the corporate sector.

Emine: In summary, these changes are poised to make significant improvements in the commercial law landscape. By reducing administrative burdens and enhancing operational flexibility, the Amending Law No. 7511 is a step forward in aligning the Turkish Commercial Code with contemporary business needs.

Mikail: Agreed. It’s crucial for us, as legal advisors, to guide our clients through these transitions effectively. Understanding the nuances and preparing for these changes will be key to ensuring compliance and leveraging the benefits of the new regulations.

Sare: Let’s keep monitoring the implementation of these amendments and continue discussing best practices to support our clients. The coming months will be critical as companies adjust to these new requirements.

Can: Well said, everyone. Let’s reconvene in a few weeks to review how these changes are being adopted in practice and address any emerging issues. Thank you for your valuable insights.

Vocabulary List

İngilizceTürkçe
Recent amendmentsGüncel değişiklikler
Key changesAna değişiklikler
ImplicationSonuç, etki
Joint stock companiesAnonim şirketler
Vice-chairpersonBaşkan yardımcısı
AnnuallyYıllık olarak
CumbersomeKarmaşık, güç belirten
Potential gapsPotansiyel boşluklar
To align withUyumlu hale getirmek
GovernanceYönetişim
BurdensomeAğır, yük getiren
To pose risksRisk oluşturmak
TenureGörev süresi
To enhanceGeliştirmek, zenginleştirmek
Appointment and dismissal of branch managers and signatoriesŞube müdürlerinin ve aynı işleve sahip kişilerin atanması ve görevden alınması
Non-delegableAtanamaz, Delege edilemez
SolelySadece, yalnızca
Crucial pointÖnemli nokta
To address ambiguitiesBelirsizlikleri ele almak
As per Article 392392. Maddede belirtildiği gibi
To conveneToplamak, toplantı yapmak
Operational agilityOperasyonel çeviklik
Minimum capital requirementMinimum sermaye gereksinimi
To face liquidationTasfiye ile karşı karşıya kalmak
Substantial changeÖnemli değişiklik
RobustnessDayanıklılık, sağlamlık
ThresholdsEşikler, sınırlar
To foster business environmentİş ortamını teşvik etmek
AdequateUygun, yeterli
ComplianceUyumluluk
LeewayMarj, serbestlik
To stipulateBelirtmek, şart koşmak
Litigation expanseDava masrafı
Be liable forSorumlu olmak
ReinstatementKaydı silinen şirket veya kooperatifin ihyası
BurdenYük, sorumluluk
ContemporaryÇağdaş, modern
ReconveneTekrar toplanmak, yeniden bir araya gelmek
To adoptKabul etmek, benimsemek
In practiceUygulamada
Emerging issuesOrtaya çıkan konular

Multiple Choice Test

1. Which article of the Turkish Commercial Code (TCC) previously required annual elections for the chairperson and vice-chairperson of the board of directors in joint stock companies?

a) Article 366
b) Article 375
c) Article 392
d) Article 250

2. What change does the Amending Law No. 7511 introduce regarding the election of the chairperson and vice-chairperson in joint stock companies?

a) Elections must be held every six months.
b) Elections are aligned with the term of the board of directors.
c) Elections are no longer required at all.
d) Elections must be held every two years.

3. How will the change in the election process of the chairperson and vice-chairperson affect joint stock companies?

a) It will increase administrative tasks.
b) It will create disruptions in management.
c) It will prevent vacancies in management.
d) It will decrease the term of the board of directors.

4. Under the previous regulation, what were considered non-delegable authorities of the board of directors according to Article 375 of the TCC?

a) Approval of annual budgets.
b) Appointment and dismissal of managers and signatories.
c) Election of board members.
d) Financial auditing.

5. What is the benefit of removing the appointment and dismissal of branch managers and signatories from the non-delegable authorities of the board of directors?

a) It will allow for quicker and more flexible decision-making.
b) It will require additional board meetings.
c) It will complicate the appointment process.
d) It will decrease operational efficiency.

6. How does the Amending Law No. 7511 address the calling of board meetings under Article 392?

a) It eliminates the need for calling board meetings.
b) It sets a specific period and method for calling meetings.
c) It requires meetings to be called every month.
d) It mandates that all meetings be virtual.

7. According to the Amending Law, within how many days must a board meeting be called after a written request by the majority of the board members?

a) 15 days
b) 30 days
c) 45 days
d) 60 days

8. What is the new minimum capital requirement for joint stock companies as stipulated by the Presidential Decree dated 25 November 2023?

a) 100,000 Turkish liras
b) 250,000 Turkish liras
c) 500,000 Turkish liras
d) 1,000,000 Turkish liras

9. By what date must joint stock and limited companies established before 01.01.2024 comply with the new minimum capital requirements?

a) 31.12.2024
b) 31.12.2025
c) 31.12.2026
d) 31.12.2027

10. What is the consequence for companies that do not meet the new minimum capital requirements by the specified date?

a) They will be fined.
b) They will be subject to additional audits.
c) Their trade registry records will be deleted and they will enter liquidation.
d) They will receive a warning letter.

11. For non-public joint stock companies with the registered capital system, what condition will result in their exit from the registered capital system and lead to liquidation?

a) Having fewer than 10 employees.
b) Issued capital falling below 250,000 Turkish liras.
c) Not holding annual general meetings.
d) Failure to submit annual reports.

12. What is the new regulation regarding litigation expenses in reinstatement lawsuits filed against trade registry offices by companies and cooperatives?

a) Trade registry offices will cover all litigation expenses.
b) Trade registry offices will be liable for all expenses if the lawsuits are accepted.
c) Trade registry offices will not be liable for litigation expenses if the lawsuits are accepted.
d) Companies will always cover the litigation expenses.

13. When did the regulations introduced by the Amending Law No. 7511 come into effect?

a) 01 January 2024
b) 25 November 2023
c) 29 May 2024
d) 31 December 2026

14. What is one of the expected outcomes of the changes introduced by the Amending Law No. 7511?

a) Increased administrative burdens for companies.
b) Slower decision-making processes.
c) Enhanced operational efficiency and competitive strength.
d) Higher legal risks for companies.

15. How long can the terms for the chairperson and vice-chairperson of the board now last in joint stock companies according to the Amending Law No. 7511?

a) One year
b) Two years
c) The term of the board of directors
d) Indefinitely

Answer Key:

  1. a
  2. b
  3. c
  4. b
  5. a
  6. b
  7. b
  8. b
  9. c
  10. c
  11. b
  12. c
  13. c
  14. c
  15. c

FAYDALI OLMASI DİLEKLERİMİZLE

KATKI, GÖRÜŞ, ELEŞTİRİ VE SORULARINIZI BİZE YORUM OLARAK YAZABİLİRSİNİZ.

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