Information Society Services

A. Introduction

In our Bulletin numbered 29, we shared summary information regarding the regulations in the Turkish Commercial Code regarding companies subject to independent audit and obliged to open a website. As a continuation of the subject, in this issue, we discussed the Information Society Services obligations of the companies in question.

According to Article 1524 of the Turkish Commercial Code, capital companies subject to independent audit in accordance with Article 397/4 are required to open a website within three months from the date of registration of their establishment in the trade registry and to dedicate a certain section of this website to the publication of announcements that the company is required to make by law. The company must create a section on its website under the name of “Information Society Services” and must publish the content specified in the law and regulations.

The content to be published on the website was determined by the “Regulation on Websites to be Opened by Capital Companies” published in the Official Gazette on May 31, 2013.

B. Content to be Published on the Website

The content to be included on the website is divided into two as those to be continuously published and those to be published for 6 months by the Regulation on Websites to be Opened by Capital Companies:

i. Content to be continuously published

According to Article 6 of the Regulation, the content to be continuously published upon the opening of the website:

– The company’s MERSIS number, trade name, headquarters, committed and paid capital amount, and the names and surnames of the chairman and members of the board of directors in joint-stock companies, managers in limited companies, and managers in limited partnerships with capital divided into shares.
– In the event that a legal entity is elected as a member of the board of directors in joint-stock companies or as a manager in limited companies, a statement that the real person determined by the legal entity on behalf of the legal entity is also registered and announced, the MERSIS number of the selected legal entity, trade name, headquarters and the name and surname of the real person registered together with the legal entity.
– Name and surname/title of the selected auditor, place of residence/headquarters, and registered branch, if any.

In case of any change in the contents listed in the relevant article, the new version of these contents shall be published on the website on the date of the change.

ii. Contents that must be published for 6 months

Contents that must be published on the website for at least six months according to Article 6 of the Regulation:

– Each of the companies participating in the merger shall post the merger agreement, merger report, financial statements and annual activity reports of the last three years, and interim balance sheets, if necessary, on the website within thirty days prior to the general assembly decision, in accordance with Article 149 of the TCC, to be presented to the partners for review.
– An announcement stating the right to review the documents listed above, where these documents are deposited and where they are kept ready for review shall be posted on the website at least three business days prior to the date of deposit of the documents.
– The announcement made three times in the registry gazette at seven-day intervals, stating that the companies participating in the merger can request their creditors to secure their receivables, shall be posted on the website no later than five days after the first announcement is published in the registry gazette.
– The announcement indicating the right to conduct an examination of the division agreement or plan, division report, financial statements and annual activity reports of the last three years, and interim balance sheets, if any, by each of the companies participating in the division, pursuant to Article 171 of the TCC, and indicating where these documents are deposited and where they are kept ready for examination, shall be posted on the website two months before the date of the division decision.
– The announcement made three times in the registry gazette at seven-day intervals by the companies participating in the division, inviting creditors to notify their receivables and request for the provision of security, shall be posted on the website no later than five days after the first announcement is published in the registry gazette.
– If a dissolution lawsuit has been filed against the company, the fact that the lawsuit has been filed shall be posted on the website within five days at the latest from the date it is published in the registry gazette.
– The final court decision regarding the dissolution lawsuit filed against the company shall be posted on the website within five days at the latest from the date it is published in the registry gazette.
– The announcement regarding the call for the general assembly meeting shall be posted on the website on the date it is published in the registry gazette at the latest.
– If the discussion of the financial statements and related issues at the general assembly of a joint-stock company is postponed for one month, the announcement made to the shareholders regarding this situation shall be posted on the website within five days at the latest from the date of the postponement decision.
– The company’s general assembly meeting minutes and the minutes of the special assembly of privileged shareholders shall be posted on the website within five days at the latest from the date of the general assembly.