COMPANY ESTABLISHMENT

LAW ON AMENDMENTS TO BE MADE INTURKISH COMMERCIAL CODE, PROCEDURAL TAX LAW,STAMP DUTY LAW, LABOUR LAW AND SOCIAL SECURITY LAW

Law No. 4884

Date of Endorsement : 11.06.2003

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 No: 213.

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:

2. Announcement and notification:

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paragraph of Article 510 of Law No: 6762 has been amended as below and the third paragraph of the same article has been repealed:

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.

ARTICLE 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:

Certification 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 read as:

However, registration 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.

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