An omnibus law numbered 7262 (the “Law No. 7262”) was published in the Official Gazette No. 31351 on 31 December 2020. It introduced amendments to eight different laws and codes including the Turkish Commercial Code No. 6102 (the “TCC”).
First, without prejudice to the provisions of Capital Market Law, the companies may be required to keep their commercial books electronically by the Ministry of Trade (Art. 64/4 of the TCC). The commercial books include share ledgers, board of directors’ resolution book and general assembly meeting and discussion book.
Second, the regime of bearer share certificates of joint stock companies has changed and will now be subject to monitoring by the Ministry of Trade through the Central Registry Agency (in Turkish, Merkezi Kayıt Kuruluşu).
The holders of the bearer share certificates of joint stock companies must request their shares to be disclosed to the Central Registry Agency by the board of the relevant company until 31 December 2021. Upon receipt of such request, the board should notify the Central Registry Agency within five working days (Provisional Art. 14/1 of the TCC). The shareholders who do not comply with this requirement may be fined TL 5,000 and will not be able to exercise their rights arising from their shareholding status such as attending general assemblies or receiving dividends until they comply. The companies who do not comply with this requirement may be fined TL 20,000 (Provisional Art. 14/2 of the TCC).
In order to transfer ownership of bearer share certificates, the transferee must have the possession of the certificates and notify the Central Registry Agency (Art. 489/1 of the TCC). Accordingly, the transferee can start enjoying the shareholding rights only when they are disclosed to the Central Registry Agency (Art. 489/2 of the TCC). This requirement shall enter into force as of 1 March 2021 and the transferees who do not comply with this requirement may be fined TL 5,000 (Art. 562/13 of the TCC). With this new requirement for attending the general assemblies, as of 1 March 2021, the holders of the bearer share certificates of joint stock companies will not be required to have an access card anymore (Art. 415/3 of the TCC).
As of 1 March 2021, the joint stock companies which print and allot bearer share certificates must notify the Central Registry Agency regarding same (Art. 486/2 of the TCC). Those which do not comply with this requirement may be fined TL 20,000 (Art. 562/13 of the TCC).
The Central Registry Agency may share the information disclosed with relevant authorities (Art. 489/3 of the TCC). The Ministry of Trade is expected to publish a circular on this new regime and may introduce new requirements such as disclosure of attendee list of the general assemblies (Art. 489/4 of the TCC).