The new Commercial Code in Turkey No. 6102 came into force in 2012 and it brought major changes related to companies’ structure. The new law encourages foreign investors to come for doing business in Turkey, through the principles of sound corporate governance that the law introduced.

The structure of the companies’ boards of directors was changed together with other characteristics of companies in order to be in line with the legislation from the European Union, because Turkey is preparing to become a member of EU in the next years.



The business environment in Turkey has reached the international standards and it attracts thousands of foreign investors each year and they have become more confident in the Turkish business environment.



Major changes in the new law



One of the important changes in the new Commercial Code is the structure of the boards of directors. Since 2012, the board of directors in a company can be formed of at least one person instead of three persons according to the old Commercial Code (enacted in 1957). A board member doesn’t have to be a shareholder as it was stipulated in the old Commercial Code.



In the present days, any person can become a member of the board of directors and the management of a company can appoint professional members or legal entities. According to the new Commercial Code, the board members have more responsibilities and they can suffer many penalties if they don’t act according to the company’s best interests. It is not necessary anymore to have a quorum in order to take some decisions at board meetings.



Another change refers to the institutional representative as the person who can receive authority from other shareholders. Additionally, each shareholder can ask for an audit when he/she considers it is necessary.



The number of companies registered in Turkey is over 1.5 million and it increased more in the last 30 years together with the economic growth of this country.



If you need more information about the new Commercial Code and how you can open a company in this country, you may contact our Turkish lawyers who will help you with the company formation.



