COMPANY ESTABLISHMENT, 20.08.2015
LAW ON AMENDMENTS TO BE MADE IN TURKISH COMMERCIAL CODE,
PROCEDURAL TAX LAW, STAMP DUTY LAW, LABOUR LAW AND SOCIAL SECURITY
Law No. 4884
Date of Endorsement :
ARTICLE 1- First paragraph of Article 69 of Turkish Commercial Code
No: 6762 dated 29/06/1956 has been amended to read as follows:
At the establishment
stage of a company, the company books designated in Paragraph1 of Article 66
have to be presented to the trade registry office functioning at the location
of the commercial enterprise headquarters or the notary, by the entrepreneur,
before using. These books will be endorsed and signed so as to enclose the data
stipulated in the provisions regularizing the endorsement of books in the Tax
Procedural Law No: 213. Trade registry officer or the notary will inscribe the
number of pages constituting each book on its first page and certify thereof
with official stamp and his signature. The kind and number of the books/ledgers
endorsed by notaries and the names of their owners have to be notified to the
related trade registry office within seven days latest. Company books/ledgers
for the subsequent year and other books/ledgers will be endorsed according to
the provisions regularizing the endorsement of books in the Procedural Tax Law
ARTICLE 2- Article 273 of Law 6762 has been amended to read as below:
Article 273 –
Establishment of joint stock companies to engage in activities that will be
determined and announced by the Ministry of Industry and Commerce are subject
to the permit of the Ministry. Amendments to the articles of associations of
such companies shall also be subject to the approval of the Ministry.
Establishment of other joint stock companies and amendments to the articles of
association of these are not subject to permit of the Ministry.
ARTICLE 3 - Article 386 of Law No: 6762 and its title has been amended
to read as follows:
Article 386 – In case
the shareholders meeting has to be summoned so as to amend the articles of
association; the amended text has to be announced along with the original text
and the concerned persons have to be notified in accordance with Article 368.
ARTICLE 4 - First paragraph of Article 510 of Law No: 6762 has
been amended as below and the third paragraph of the same article has been
Managers will apply for
registration at the trade registry office functioning at the location of the
company headquarters, in accordance with the provisions of Article 31.
ARTICLE 5 - First paragraph of Article 509 and Article 514 (totally)
of Law No: 6762 has been repealed.
ARTICLE 6 – Subparagraph 1 of first paragraph of Article 168 of
Procedural Tax Law No: 213 dated 04/01/1961 has been amended to read as:
1. Notification of
initiation of operation for real persons will be served within ten days
following the date of initiation of operation by themselves or by attorneys who
are licensed in accordance with Attorneys Law No: 1136 or by members of
professions authorized in accordance with Law No: 3568 to the related tax
office. Notification of initiation of operation of companies will be served to
the related tax office within ten days following the date of initiation of
operation by commercial registrars. Notifications of companies including notifications
for abandoning business or notifications of changes, except notification of
initiation of operation will be served to the related tax office by the
taxpayer within one month following the occurrence of the event being notified.
7 - The paragraph below has been
supplemented to Article 223 of Law No: 213, to read as:
At the establishment
stage of joint stock companies and limited liability companies, the company
books will be endorsed by the commercial registrar functioning at the location
of the company headquarters or a notary.
ARTICLE 8 - First sentence of first paragraph of Article 224 of Law
No: 213 has been amended to read as:
annotations to be made by commercial registrars at the establishment stage of
joint stock companies and limited liability companies and certification
annotations to be made by notaries will be inscribed on the first page of the
books and will contain the following information.
ARTICLE 9 - Paragraph (a) of Article 22 of the Stamp Duty Law No: 488
dated 01/07/1964 has been amended to read as:
a) Within three months
following the registration of the articles of association of joint stock
companies, partnerships limited by shares and limited liability companies or
the resolutions regarding the extension of periods of such,
ARTICLE 10 - The following paragraph has been supplemented, to succeed
the second paragraph into Article 3 of Labor Law No: 4857 dated 22/05/2003 to
of companies shall be made as based on the documents sent by the trade registry
offices, and these documents will be sent to the related regional directorate
of Ministry of Labour and Social security by the related trade registry office
in one month time.
ARTICLE 11 - The following paragraph has been supplemented to succeed
the first paragraph of Article 8 of Social Security Law No: 506 dated
17/07/1964 to read as:
Notifications served by
companies at company establishment stage, declaring the initiation date of
employing insured personnel and the number of such to trade registry offices
will be sent to the related department of the Authority by trade registry
offices within ten days and this notification will be deemed as served to the
Authority by the employer. In case the notification is not sent to the Authority
in due time, the related trade registry office will be charged in accordance
with Paragraph (a) of Article 140 of this Law.
ARTICLE 12 - The following paragraph has been supplemented to succeed
the first paragraph of Article 153 of Law No: 213 to read as:
Trade registry offices
will send one copy of the application documents of the establishments that are
subject to corporate tax and apply for registration in compliance with Article
30 of Turkish Commercial Code, to the related tax office. Thus, obligation of
the taxpayers to notify their initiation of operation is regarded as fulfilled.
Procedural penalty provisions on late notification will be applied to trade
registrars who do not fulfill their notification obligation on time.
ARTICLE 13 – This Law comes into effect on the date of its publication. ARTICLE 14 – The
provisions of this law will be enforced by the Council of Ministers.