Turkish Commercial Code (Law No. 6102)

Turkish Commercial Code (Full Version)
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A) Application area of ​​the law

1- Commercial provisions

ARTICLE 1– (1) The Turkish Commercial Code is an integral part of the Turkish Civil Code dated 22/11/2001 and numbered 4721. Provisions in this Law and special provisions written in other laws regarding transactions and actions concerning a commercial enterprise are commercial provisions.

(2) The court, in commercial matters for which there is no commercial provision, shall decide according to the commercial customs and, if this is not the case, according to the general provisions.

2 – Commercial customs and traditions

ARTICLE 2-(1) Unless there is a contrary provision in the law, custom cannot be the basis for the judgment of the court unless it is determined that it is accepted as a commercial custom. However, conventions are also taken into account in the interpretation of declarations of will.

(2) Commercial customs specific to a region or a branch of commerce are favored over general ones. If the persons concerned are not in the same region, the commercial customs and traditions at the place of performance shall apply, unless otherwise stipulated in the law or the contract.

(3) Commercial customs and traditions are applied to those who do not have the title of merchant only if they are known or need to be known.

3 – Commercial affairs

ARTICLE 3-(1) All transactions and acts concerning a commercial enterprise with the matters regulated in this Law are commercial affairs.

4 – Commercial cases, uncontested judicial works and evidence

1. In general

ARTICLE 4-(1) Regardless of whether the parties are merchants or not, with civil litigation and uncontested litigation arising from matters related to the commercial enterprise of both parties;

a) In this Law,

b) In Articles 962 to 969 of the Turkish Civil Code, on those dealing with lending in return for pledge,

c) Turkish Code of Obligations dated 11/1/2011 and numbered 6098, 202 and 203 on the acquisition of assets or the business, merger and transformation of enterprises, 444 and 447 on the prohibition of competition, 487 and 501 on the publication contract, 515 on the letter of credit and loan order. to 519, 532 to 545 regarding the commission contract, 547 to 554 foreseen for commercial representatives, commercial proxies and other merchant assistants, 555 to 560 regarding remittance, 561 to 580 regulating custody contracts,

d) In the legislation on intellectual property law,

e) In special provisions regarding exchanges, exhibitions, fairs and markets, warehouses and other trade-specific places,

f) In the regulations regarding banks, other credit institutions, financial institutions and lending business, civil lawsuits and uncontested jurisdictions arising from the issues envisaged are considered commercial lawsuits and commercial lawsuits without contention. However, cases arising from remittance, deposit and intellectual and artistic works that do not concern any commercial enterprise are exempt from this.

(2) Evidence and its presentation in commercial cases are subject to the provisions of the Code of Civil Procedure dated 12/1/2011 and numbered 6100; In commercial cases, the amount or value of which does not exceed one million Turkish liras, the simple procedure is applied.

2. Courts for commercial lawsuits and uncontested jurisdictions

ARTICLE 5-(1) Unless otherwise provided, the commercial court of first instance is responsible for dealing with all commercial cases and uncontested commercial matters, regardless of the value or amount of the thing being sued.

(2) If there is a commercial court of first instance in a place, the cases that fall under the jurisdiction of the civil court of first instance and which are considered commercial in accordance with Article 4 and other matters to be dealt with in the commercial court in accordance with special provisions shall be dealt with in the commercial court of first instance. If there is more than one commercial court of first instance dealing with commercial cases in a place, where the business situation makes it necessary, one or more of the commercial courts of first instance may be assigned by the High Council of Judges and Prosecutors to deal exclusively with civil cases related to maritime trade and marine insurance arising from this Law and other laws.

(3) The relationship between the commercial court of first instance and the civil court of first instance and other civil courts is a duty relationship, and in this case the procedural provisions regarding the duty are applied.

(4) In a commercial case in a jurisdiction where there is no commercial court of first instance, failure to rely on the duty rule does not require a decision of non-jurisdiction; the court of first instance continues the case.

3. Mediation as a condition of litigation

ARTICLE 5 / A- (1) Among the commercial lawsuits specified in Article 4 of this Law and other laws, it is a condition to apply to a mediator before filing a lawsuit in the cases of receivables, compensation, cancellation of objection, negative clearance and restitution.

(2) The mediator concludes the application within six weeks from the date of his assignment. This period may be extended by the mediator for a maximum of two weeks in compulsory cases.

B) Various provisions

1 – Timeout

ARTICLE 6-(1) The statute of limitations stipulated in the laws establishing commercial provisions cannot be changed by contract, unless there is a contrary regulation in the Law.

2 – Presumption of succession

ARTICLE 7-(1) If two or more persons are jointly indebted to another person due to a business of commercial nature for only one or all of them, they shall be jointly liable unless otherwise stipulated in the law or the contract. However, default interest cannot be charged without notifying the surety and the surety that the commitment or payment has not been made or fulfilled.

(2) In the case of a surety for commercial debts, the provision of the first paragraph shall also apply to the relations between the principal debtor and the surety and the surety.

3 – Interest in commercial affairs

1. Freedom of rate and terms of compound interest

ARTICLE 8-(1) The interest rate in commercial affairs is determined freely.

(2) The condition that the interest is added to the principal and the interest is carried out together, for a period not less than three months, is valid only for current accounts and loan agreements that are in the nature of commercial business for both parties. Provided that this clause does not apply to those whose contracts are not traders.

(3) Provisions regarding the protection of the consumer are reserved.

(4) Interest operated in violation of the second and third paragraphs of this article is null and void.

2. Provisions to be applied

ARTICLE 9-(1) In commercial works; The provisions of the relevant legislation shall apply to the statutory principal and default interest.

3. Beginning of interest

ARTICLE 10-(1) If there is no contract to the contrary, the interest of a commercial debt starts to run from the expiry of the maturity and, if there is no certain maturity, from the warning day.

BOOK ONE: Commercial Business
PART ONE – The Merchant
A) Commercial enterprise

1. Integrity principle

ARTICLE 11-(1) A commercial enterprise is an enterprise in which activities are carried out continuously and independently, aiming to generate income exceeding the limit set for tradesmen.

(2) The border between the commercial enterprise and the artisan enterprise is determined by the decision of the President.

(3) The commercial enterprise may be transferred as a whole and be the subject of other legal proceedings, without the need for separate dispositions for the transfer of the assets it contains. Unless otherwise stipulated, the transfer agreement is deemed to include fixed assets, business value, tenancy right, trade name and other intellectual property rights, and assets that are permanently assigned to the business. With this transfer agreement, other agreements that cover the commercial enterprise as a whole are made in writing, registered and announced in the trade registry.

B) Merchant

I – Natural persons

1. In general

ARTICLE 12-(1) The person who operates a commercial enterprise, albeit partially, in his own name is called a merchant.

(2) A person who has declared to the public that he has established and opened a commercial enterprise, through circulars, newspapers, radio, television and other advertising means, or who has announced the situation by registering his business with the trade registry, is considered a trader even if he has not actually started the business.

 (3) Any person who acts as a partner, as if he has opened a commercial enterprise, on behalf of himself, an ordinary company or any other company that is not legally recognized, shall be liable to third parties in good faith, as if it were a trader.

2. Small and limited

ARTICLE 13-(1) A legal representative who operates a commercial enterprise belonging to small and restricted persons on their behalf is not considered a merchant. The title of merchant belongs to the represented. However, the legal representative is responsible, like the merchant, for the implementation of the penal provisions.

3. Banned from trading

ARTICLE 14-(1) A person who operates a commercial enterprise without permission or approval due to his personal situation or the nature of his work, or because of his profession and duties, in violation of a prohibition arising from a law or a judicial decision, or despite the need for the permission of another person or an official authority. is considered a trader.

(2) The legal, penal and disciplinary liability arising from the act contrary to the first paragraph is reserved.

4. Artisan

ARTICLE 15-(1) A person who is engaged in art or trade, whether traveling or stationary in a shop or in certain parts of a street, whose economic activity is based on more physical work than his capital, and whose income does not exceed the limit indicated in the decree to be issued pursuant to the second paragraph of Article 11, is a tradesman. However, the provisions of Articles 20 and 53 specific to merchants and the second paragraph of Article 950 of the Turkish Civil Code are also applied to these.

II – Legal entities

ARTICLE 16-(1) Trade companies, foundations, associations that operate a commercial enterprise to achieve their purpose, and institutions established by the State, special provincial administrations, municipalities and villages and other public legal entities to be managed in accordance with the provisions of private law in accordance with their own founding laws or to be operated commercially. organizations are also considered traders.

(2) The state, special provincial administrations, municipalities, villages and other public legal entities, associations working for the public benefit, and foundations that spend more than half of their income on public duties, may establish a commercial enterprise either directly or as a legal entity that is managed and operated in accordance with the provisions of public law. let them run it with their own hands, they are not considered merchants themselves.

III – Equipping subsidiary

ARTICLE 17-(1) The provisions regarding the merchant are also applied to the equipment subsidiary.

C) Provisions of being a merchant

I - in general

ARTICLE 18-(1) The merchant is subject to bankruptcy for all his debts; In addition, he is obliged to choose a trade name in accordance with the law, to register his commercial enterprise with the trade registry and to keep the necessary commercial books in accordance with the provisions of this Law.

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(2) Every trader must act like a prudent businessman in all his business activities.

(3) Notices or warnings between the merchants regarding default of the other party, termination of the contract, withdrawal from the contract are made through a notary public, registered letter, telegraph or registered electronic mail system using a secure electronic signature.

(4) Other provisions related to the title of merchant are reserved.

II – privately

1. Presumption of commercial business

ARTICLE 19-(1) It is essential that a trader's debts are commercial. However, the debt is considered ordinary if a real person trader clearly informs the other party that it is not related to his commercial business at the time of making the transaction or the situation is not suitable for the business to be considered commercial.

(2) Contracts that are in the nature of commercial business for only one of the parties are considered commercial business for the other, unless the Law provides otherwise.

2. Right to charge

ARTICLE 20-(1) A merchant, who has seen a business or service related to his commercial enterprise, to a person who is a merchant or not, may request an appropriate fee. In addition, the trader is entitled to interest from the date of payment for the advances given and the expenses incurred.

3. Invoice and confirmation letter

ARTICLE 21-(1) From the merchant who has sold, produced, performed a business or provided a benefit in the context of his commercial enterprise, the other party may request that an invoice be given to him and that if the price has been paid, it must be shown on the invoice.

(2) If the person receiving an invoice does not object to the content of the invoice within eight days from the date of receipt, it is deemed to have accepted this content.

(3) If the person who receives a letter confirming the content of the statements made by telephone, telegram, any communication or information tool or any other technical tool or verbally concluded contracts has not made an objection within eight days from the date of receipt of the said confirmation letter, shall be deemed to have accepted that it complies with the explanations.

4. Reduction of fee and contract penalty

ARTICLE 22- (1) The debtor, who has the title of merchant, cannot ask the court to reduce the fee or contract penalty with the allegation that an excessive fee or penalty has been agreed in the cases specified in the second paragraph of Article 121, the third paragraph of Article 182 and Article 525 of the Turkish Code of Obligations.

5. Commercial sale and exchange of goods

ARTICLE 23-(1) Without prejudice to the special provisions in this article, the provisions of the Turkish Code of Obligations regarding the sales contract and the goods exchange contract shall also apply in sales and exchanges of goods between merchants.

a) According to the nature of the contract, the purpose of the parties and the type of goods, if it is possible to fulfill the sales contract in parts or if these conditions are not available, the buyer has accepted the partial delivery without making any reservations; In the event that a part of the contract is not fulfilled, the buyer can use his rights only on the undelivered part. However, if that part is not delivered, the possibility of obtaining the expected benefit from the contract or achieving the pursued goal disappears or weakens, or if it is understood from the situation and conditions that the remaining part of the contract cannot be fully or properly fulfilled, the buyer may terminate the contract.

b) If the buyer is in default, the seller may ask the court to allow the sale of the goods. The court decides that the sale will be made by auction or through a person authorized to do so. If the seller wishes, the person authorized for sale has an expert determine the qualifications of the goods to be put up for sale. After deducting the sales expenses from the sales price, the remaining money is left by the seller to a bank on behalf of the buyer, and to a notary public if there is no bank, and the situation is immediately notified to the buyer, provided that the seller's right of exchange is reserved.

c) If it is obvious at the time of delivery that the goods are defective, the buyer must notify the seller within two days. If it is not clear, the buyer is obliged to inspect or have it examined within eight days after receiving the goods, and if the goods are found to be defective as a result of this inspection, he is obliged to notify the seller within this period in order to protect his rights. In other cases, the second paragraph of Article 223 of the Turkish Code of Obligations is applied.

PART TWO – Trade Registry
A) Establishment

I - in general

ARTICLE 24- (1) Trade registry directorates are established by the Ministry of Customs and Trade to operate in chambers of commerce and industry and chambers of commerce in the city center. The Ministry may establish trade registry directorates in chambers other than provincial centres, or it may establish branches affiliated to directorates.

(2) Trade registry is kept by the trade registry directorates and branches under the supervision and control of the Ministry.

(3) The procedures and principles regarding the keeping of trade registry records in electronic environment shall be indicated in the regulation to be issued pursuant to Article 26 of the Law. The central common database, where these records and the contents that need to be registered and announced, are stored regularly and can be presented in electronic environment, are created by the Ministry of Customs and Trade and the Union of Chambers and Commodity Exchanges of Turkey.

(4) The conditions to be sought in the establishment of the trade registry directorate and the principles regarding the establishment of the necessary cooperation between the chambers regarding registry transactions are regulated by a communiqué to be issued by the Ministry of Customs and Trade.

(5) The personal data required to be collected and processed in order to carry out the trade registry registration transactions in the electronic environment shall be protected in accordance with the legislation on the protection of personal data and information security.

II – Management

ARTICLE 25- (1) The commercial register is managed by the director of the commercial register. The director of the trade registry is appointed ex officio by the Ministry of Customs and Trade and can be dismissed by the same procedure, upon the proposal of the chamber or despite the warning of the Ministry of Customs and Trade, among the persons with the qualifications determined in the regulation issued according to Article 26, if the proposal is not made within thirty days. In the same way, according to the business volume of the trade registry directorate, a sufficient number of assistant directors are appointed. The ceiling and base wages of the personnel who will work in the trade registry directorates are determined each year by the Ministry of Customs and Trade, taking the opinion of the Union of Chambers and Commodity Exchanges of Turkey.

(2) The State and the relevant chamber are jointly responsible for all damages arising from the keeping of the trade registry. The state and the institution authorized to appoint the registrar shall recourse to those who are at fault in the occurrence of the damage. Trade registry director and his assistants and other personnel are punished as public officials for crimes related to their duties, and crimes against them are deemed to have been committed against the public official.

(3) The Ministry of Customs and Trade is always authorized to inspect the activities of the trade registry offices and take the necessary measures. Trade registry directorates are obliged to comply with the measures taken and instructions given by the aforementioned Ministry. Trade registry director and assistant managers and personnel in charge of trade registry transactions cannot be assigned any duties other than their duties by chambers.

III – Regulation

ARTICLE 26-(1) Establishment of the trade registry directorate, keeping the registry books, the procedures and principles regarding fulfilling the registration obligation, the means of objection against the decisions of the registry managers, the qualifications to be sought in the registry manager and assistants and other personnel, disciplinary affairs and other principles and procedures related to this subject. regulated in the regulation to be issued.

B) Registration

I - Terms

1. Prompt

ARTICLE 27- (1) Registration in the trade registry is made upon request as a rule. Provisions regarding registrations to be made ex officio or upon notification of authorized institution or organization are reserved. In works subject to fee, the date of the receipt of the fee is decisive in determining the date of registration. The provisions of Article 34 are reserved.

(2) Trade registry directorates send a copy of the application documents of the taxpayers who are corporate taxpayers and apply for registration pursuant to this article, to the relevant tax office. The obligations of these taxpayers to notify about starting work are deemed to have been fulfilled.

2. Relevant

ARTICLE 28– (1) The registration request is made to the authorized registry directorate by the persons concerned, their representatives or their legal successors.

(2) If more than one person is required and authorized to request the registration of a matter, the registration made upon the request of one of them shall be deemed to have been requested by all, unless there is a contrary provision in the law.

3. The form of the prompt

ARTICLE 29- (1) The registration request is made with a petition.

(2) The petitioner has to prove his identity. If the signature on the petition is approved by the notary public, there is no need to prove the identity separately.

4. Duration

ARTICLE 30-(1) Unless the law provides otherwise, the period for requesting registration is fifteen days.

(2) This period is when the transaction or phenomenon required to be registered has taken place; in cases whose completion depends on the issuance of a deed or document, it starts from the date of issuance of that deed or document.

(3) For those residing outside the jurisdiction of the trade registry directorate, this period is one month.

5. Changes

ARTICLE 31-(1) Any changes in registered matters are also registered.

(2) If the facts or transactions on which the registration is based are wholly or partially terminated or disappeared, the record in the registry is also partially or wholly deleted.

(3) In both cases, the provisions of Articles 27 to 30 apply.

II – Duties of the Registrar

1. Inspection duty and provisional registration

ARTICLE 32- (1) The registry manager is obliged to examine whether the legal conditions sought for registration exist.

(2) In the registration of legal persons, it is examined whether the articles of association are contrary to the mandatory provisions and whether the said agreement contains the provisions that the law requires to be found.

(3) The matters to be registered must fully reflect the truth, must not create a false impression on third parties, and must not be contrary to public order.

(4) Matters whose resolution is dependent on a court decision or whose final registration is delayed by the registry manager, shall be registered temporarily upon the request of the relevant persons. However, if the persons concerned do not prove that they have applied to the court or that they have come to an agreement within three months, the temporary registration shall be deleted ex officio. If an application is made to the court, action is taken according to the result of the final judgment.

2. Invitation to registration and punishment

ARTICLE 33-(1) The registry manager, who is informed about a matter whose registration is compulsory but which is not requested to be registered legally and within the time limit, or which does not comply with the conditions in the third paragraph of Article 32, is responsible for fulfilling its legal obligations within a suitable period to be determined by the relevant persons or proving that there are no reasons for the registration of that matter. calls to do.

(2) The person who does not make a request for registration within the time given by the registry director and does not report the reasons for avoidance is penalized with an administrative fine of one thousand Turkish Liras by the highest local civilian authority upon the proposal of the registry director.

(3) If the reasons for avoidance are reported within the time limit, if the commercial court of first instance, which is responsible for dealing with commercial cases at the location of the registry, examines the file and concludes that there is an issue that needs to be registered, it orders the registry manager to register it, otherwise it rejects the request for registration. Punishment of a person who does not request registration within the prescribed period or does not report the reasons for avoidance, with the penalty in the second paragraph, shall not constitute an obstacle to the implementation of the provision of this paragraph.

3. Objection

ARTICLE 34- (1) The persons concerned may object to the decisions to be made by the registry directorate regarding the registration, change or deletion requests, with a petition, to the commercial court of first instance, which is responsible for dealing with commercial cases in the place where the registry is located, within eight days of their notification.

(2) This objection is decided upon by the court after examining the file. However, if the decision of the registry manager is contrary to the interests of the third parties regarding the matters recorded in the registry, the objector and the third person are also heard. If they do not come to the court, a decision is made over the file.

III – Openness

ARTICLE 35-(1) Newspapers containing petitions, declarations, promissory notes, documents and advertisements, which are the basis of the registration process, are kept by the registry directorate, with the date and numbers of the registry book written on them.

(2) Everyone can examine the content of the trade registry and all the promissory notes and documents kept in the directorate, as well as get certified copies of them by paying their expenses. A certified document showing whether an issue is registered in the registry may also be requested.

(3) The registered matters are announced unless there is a contrary provision in the law or the regulation to be issued pursuant to Article 26 of the Law.

(4) Announcement is made in the Turkish Trade Registry Gazette, which is specific to the announcement of registry records throughout Turkey.

IV – Results

1. Effect of registration and announcement on third parties

ARTICLE 36- (1) Regardless of where the trade registry records are located, the registration is announced in the Turkish Trade Registry Gazette regarding third parties; If the entire advertisement is not published in the same copy, it will have legal consequences as of the business day following the publication of the last part. These days will also start the periods that will start to run from the date of the announcement of the registration.

(2)Special provisions regarding the fact that an issue will have consequences for third parties immediately upon registration or that the deadlines will run immediately are reserved.

(3) Claims of third parties regarding that they do not know the registry records that have started to have consequences against them are not heard.

(4) An issue that has not been registered even though its registration is mandatory, or that has not been registered but announced while its announcement is mandatory, can only be claimed against third parties if it is proven that they knew or should have known about it.

2. Confidence in appearance

ARTICLE 37-(1) In case of inconsistency between the registration record and the declared situation, the trust of the third parties to the announced situation is preserved, unless it is proved that they know the real situation that has been registered.

3. Responsibility

ARTICLE 38-(1) Those who make false declarations for registration and registration are punished with an administrative fine of two thousand Turkish Liras. The compensation rights of those who have been damaged due to untrue registration are reserved.

(2) Those who do not want the records to be corrected even though they learn that they do not comply with the provisions of the third paragraph of Article 32, and those who are obliged to request the change or deletion of the registration due to the change, expiration or removal of a registered matter or to register an issue that needs to be re-registered but do not do so, are liable for compensation for the damages incurred by third parties due to.

PART THREE – Trade Name and Business Name
A) Trade name

I – Obligation to use

1. In general

ARTICLE 39-(1) Every trader is obliged to carry out the transactions related to his commercial enterprise with his trade name and to sign the promissory notes and other documents related to his business under this title.

(2) The registered trade name is written legibly in a visible place of the commercial enterprise. In the commercial letters issued by the merchant regarding his business and in the documents on which the records made in the commercial books are based, the merchant's registration number, trade name, headquarters of the business and, if the merchant is subject to the obligation to create a website, the address of the registered website is also shown. All this information is published on the company's website. Also on this site, the names and surnames of the chairman and members of the board of directors in joint stock companies, the amount of subscribed and paid capital, the names and surnames of the managers in limited companies, the amount of subscribed and paid capital, the names and surnames of the managers in limited companies whose capital is divided into shares. the amount of capital is published.

2. Registration

ARTICLE 40-(1) Each merchant shall register and announce his commercial enterprise and the trade name he has chosen in the trade registry of the place where the business center is located, within fifteen days from the day the commercial enterprise is opened.

(2) Each merchant submits the trade name to be used and the signature to be signed under it to the registry office. If the merchant is a legal person, the signatures of the persons authorized to sign on his behalf are given to the registry office along with the title. Signature statement is given by making a written statement in the presence of authorized personnel in any trade registry directorate. The procedures and principles regarding the implementation of this article are determined by the communiqué to be issued by the Ministry of Customs and Trade.

(3) Branches of commercial enterprises headquartered in Turkey are also registered and announced in the trade registry of their location. The provisions of the first and second paragraphs regarding the trade name and signature samples are also applied to these enterprises. Unless there is a contrary provision in the law, the records entered in the registry to which the center is affiliated are also registered to the registry to which the branch is affiliated. However, the registry office of the place where the branch is located does not have to make a separate examination in this regard.

(4) Branches in Turkey of commercial enterprises whose headquarters are located outside of Turkey are registered as domestic commercial enterprises, provided that the provisions of the laws of their own countries regarding the trade name are reserved. For these branches, a fully authorized commercial representative whose place of residence is in Turkey is appointed. If the commercial enterprise has more than one branch, the branches to be opened after the registration of the first branch are registered as the branches of the domestic commercial enterprises.

II – Form of trade name

1. Natural persons

ARTICLE 41-(1) The trade name of the trader, who is a real person, consists of the additions that he can make in accordance with Article 46 and his name and surname to be written without abbreviation.

2. Legal entities

a) Collective and limited partnership companies

ARTICLE 42- (1) The trade name of the collective company includes the name and surname of all partners or at least one of the partners, and a phrase that will show the company and its type.

(2) The trade name of limited partnership companies whose ordinary or limited capital is divided into shares includes the name and surname of at least one of the limited partners and a phrase indicating the company and its type. The names, surnames or trade titles of the limited partners cannot be found in the trade names of these companies.

b) Joint stock, limited and cooperative companies

ARTICLE 43-(1) Joint stock, limited liability and cooperative companies can freely choose their trade names, provided that the subject of operation is shown and the provision of Article 46 is reserved.

(2) The words "joint stock company", "limited company" and "cooperative" must be present in trade names. If the trade name of these companies includes the name or surname of a real person, the phrases indicating the type of company cannot be written with initials or by shortening in any other way.

c) Other legal entities considered as merchants and equipment participation

ARTICLE 44-(1) Trade names and names of associations, foundations and other legal entities that own commercial enterprises.

(2) The trade name of the navy subsidiary includes the name and surname of at least one of the joint shipowners or the name of the ship used in maritime trade. Surnames and ship names cannot be shortened. The trade name also includes a phrase to show the equipment participation.

d) Common provisions

ARTICLE 45-(1) If necessary, an addition is made to a trade name in order to distinguish it from another previously registered title in any registry office in Turkey.

3. Appendices

ARTICLE 46-(1) Provided that it is not in a nature to cause a wrong opinion to be formed by third parties about the identity of the merchant, the extent, importance and financial status of the business, and not contrary to the truth and public order; Additions can be made to each trade name, indicating the characteristics of the business or showing the identities of the persons included in the title, or consisting of fictitious names.

(2) Real persons who trade alone cannot add to their trade names to give the impression that a company exists.

(3) The words “Turk”, “Turkey”, “Cumhuriyet” and “National” can only be put in a trade title by the decision of the President.

4. Continuation of the trade name

ARTICLE 47-(1) If the name of the commercial business owner or a partner in the trade name is changed by law or is changed by the competent authorities, the title may remain as it is.

(2) In the event that new partners join the collective or limited partnership company or the equipment affiliate, the trade name may remain unchanged. Upon the death of a partner whose name is included in the trade name of one of these companies, the company title can be left as it is if the heirs accept the continuation of the company by replacing him or if they do not enter the company but give their consent in this regard in writing. The name of the partner leaving the company may also remain in the company title, provided that written permission is obtained.

5. Branches

ARTICLE 48- (1) Each branch has to use the trade name of its own headquarters by stating that it is a branch. Additions related to the branch can be made to this title.

(2) Articles 41 and 45 are also applied to the trade name of the branch.

(3) In the trade name of the Turkish branch of an enterprise whose head office is located in a foreign country, it is obligatory to show the location of the headquarters and the branch, and whether it is a branch.

6. Transfer of trade name

ARTICLE 49-(1) The trade title cannot be transferred to another person separately from the business.

(2) The transfer of a business also results in the transfer of title, unless otherwise expressly agreed. In case of transfer, the transferee has the right to use the same title.

III – Protection of the trade name

Principle 1

ARTICLE 50-(1) The right to use the duly registered and announced trade name belongs only to the owner.

2. Notice and penalty

ARTICLE 51- (1) All courts, civil servants, chambers of commerce and industry, notaries and Turkish Patent Institute are obliged to inform the competent authorities if they learn that a trade name has not been registered, has been registered or used in violation of the provisions of the law while performing their duties.

(2) Those who violate Articles 39 to 45 or 48 are punished with an administrative fine of two thousand Turkish Liras.

(3) Those who violate article 46 or take over and use their trade names with those who have transferred their trade names in violation of article 49 are sentenced to imprisonment from three months to two years or a judicial fine.

3. Rights of the person whose title has been violated

ARTICLE 52-(1) In case the trade name is used by another in violation of commercial honesty, the right owner shall determine and prohibit this; If the unfairly used trade name has been registered, it can be legally changed or deleted, the material situation that is the result of the infringement is eliminated, the vehicles and related goods are destroyed if necessary, and if there is damage, it may request material and moral compensation according to the gravity of the fault. As pecuniary compensation, the court may also decide on the compensation for the benefit of the aggressor, which is deemed possible to be obtained as a result of the rape.

(2) The court, upon the request of the party winning the case, may also decide to publish the decision in the newspaper, at the expense of the person against whom the judgment has been rendered.

B) Business name

ARTICLE 53- (1) The names used to introduce the business directly and distinguish it from similar businesses, without being related to the business owner, must also be registered by the owners. Articles 38, 45, 47, 50, 51 and 52 apply to registered business names.

PART FOUR – Unfair Competition
A) in general

I – Purpose and principle

ARTICLE 54-(1) The purpose of the provisions of this Part on unfair competition is to ensure fair and undistorted competition for the benefit of all participants.

(2)Deceptive or otherwise contrary to the rule of good faith and commercial practices that affect the relations between competitors or between suppliers and customers are unfair and unlawful.

II – Behaviors contrary to the rule of honesty, commercial practices

ARTICLE 55-(1) The cases listed below are the main cases of unfair competition:

a) Advertisements and sales methods contrary to the rule of honesty and other unlawful acts and especially;

1. Disparaging others or their goods, work products, prices, activities or business with false, misleading or unnecessarily offensive statements,

2. To make false or misleading statements about himself, his commercial enterprise, business signs, goods, business products, activities, prices, stocks, the form of sales campaigns and business relations, or to put the third party ahead of the competition by the same means,

3. Although he has not received honors, diplomas or awards, trying to create the illusion that he has exceptional talent by acting as if he has them, or using incorrect professional names and symbols that are suitable for this,

4. To take measures that cause confusion with someone else's goods, work products, activities or business,

5. In a way that misrepresents himself, his goods, work products, activities, prices, untrue, misleading, unduly disparaging his competitor or unduly taking advantage of his reputation; to compare goods, work products or prices with others, or to put the third party ahead in similar ways,

6. To offer selected goods, work products or activities for sale more than once below the supply price, to highlight these offerings in their advertisements and thereby mislead customers about their own or competitors' ability; insofar as the selling price is below the supply price applied in the purchase of the same type of goods, work products or activities in a similar volume, the existence of deception is presumed; If the defendant proves the real supply price, this price will be the basis for the evaluation,

7. Mislead the customer about the true value of the presentation with additional actions,

8. Limiting the customer's freedom of decision, especially with aggressive sales methods,

9. Concealing the characteristics, quantity, purpose of use, benefits or dangers of goods, work products or activities and thus mislead the customer,

10. Not stating the title clearly in public announcements regarding installment sales agreements or similar legal transactions, not specifying the cash or total sales price or the additional cost arising from sales in installments in Turkish Lira and annual rates,

11. Not stating the title clearly in public announcements regarding consumer loans or not making clear statements regarding the net amounts, total expenses, effective annual interests of the loans,

12. Contract formulas containing incomplete or incorrect information regarding the subject of the contract, price, payment terms, contract duration, the customer's right of withdrawal or termination or the right to pay the remaining debt before maturity, in the framework of its business activities, which offers or concludes installment sales or consumer loan contracts. to use.

b) To lead to breach or termination of the contract; especially;

1. Directing them to act in violation of the agreements they have made with others, so that they can make a contract with the customers themselves,

2. To try to benefit himself or others by providing or offering benefits to the workers, representatives and other assistants of third parties that they do not deserve and that may lead them to act contrary to their obligations in the performance of their work,

3. Directing workers, their representatives or other auxiliary persons to disclose or seize the production and business secrets of their employers or clients,

4. To direct the buyer or the borrower, who has made an installment sale, cash sale or consumer loan contract, to withdraw from this contract or the buyer who has made a cash sale contract to terminate this contract, so that he can conclude such a contract with him.

c) Unauthorized use of other people's work products; especially;

1. Unauthorized use of a business product such as an offer, account or plan entrusted to him,

2. To benefit from a work product such as a third party offer, account or plan, even though it is necessary to know that these have been delivered or provided to him without authorization,

3. Taking over and exploiting others' ready-to-market work products by means of technical reproduction without appropriate contribution of his own.

d) Unlawfully revealing production and business secrets; In particular, the person who evaluates or informs others of the information that he secretly and unauthorizedly obtained or otherwise unlawfully learned and the business secrets of the producer will be acting against integrity.

e) Failure to comply with business terms; In particular, those who do not comply with the business terms that are imposed on competitors by law or contract, or that are usual in a profession or in the environment, act against honesty.

f) Using transaction terms contrary to the rule of honesty. against the other party, especially in a misleading way;

1. Significantly departing from the legal regulation to be applied directly or through interpretation, or

2. Those who use the pre-written general terms and conditions, which stipulate the distribution of rights and obligations that are significantly contrary to the nature of the contract, will be acting in violation of honesty.

B) Legal liability

I – Miscellaneous cases

ARTICLE 56-(1) Any person whose customers, credit, professional reputation, commercial activities or other economic interests are damaged or may face such a danger due to unfair competition;

a) Determining whether the act is unfair or not,

b) Prohibition of unfair competition,

c) Elimination of the material situation that is the result of unfair competition, correction of these statements if unfair competition is made with false or misleading statements, and if it is inevitable to prevent infringement, the destruction of tools and goods that are effective in the processing of unfair competition,

d) Compensation for damage and loss, if any,

e) Giving moral compensation in the presence of the conditions stipulated in Article 58 of the Turkish Code of Obligations,

may request. In favor of the plaintiff and as compensation in accordance with subparagraph (d), the judge may also decide on the compensation for the benefit deemed possible by the defendant as a result of unfair competition.

(2)Customers whose economic interests are damaged or who may face such a danger can also file the lawsuits in the first paragraph, but cannot demand the destruction of vehicles and goods.

(3) Chambers of commerce and industry, chambers of commerce, commodity exchanges and other professional and economic unions authorized to protect the economic interests of their members according to their statutes, as well as non-governmental organizations and public institutions that protect the economic interests of consumers according to their statutes are also subject to the provisions of the first paragraph (a), (b) and (c) can open the cases written in subparagraphs.

(4) The judgment rendered against a person pursuant to subparagraphs (b) and (c) of the first paragraph shall also be enforced on persons who have obtained the goods subject to unfair competition, directly or indirectly, from him for commercial purposes.

II – Employer's responsibility

ARTICLE 57-(1) If the act of unfair competition is committed by the employees or workers while they are performing their services or jobs, the lawsuits written in subparagraphs (a), (b) and (c) of the first paragraph of Article 56 may also be brought against the employers.

(2) The provisions of the Turkish Code of Obligations shall apply to the lawsuits written in sub-paragraphs (d) and (e) of the first paragraph of Article 56.

III – Responsibility of press, broadcasting, communication and information institutions

ARTICLE 58-(1) If the unfair competition is committed through all kinds of press, broadcasting, communication and information enterprises and institutions that will become operational as a result of future technical developments, the lawsuits written in subparagraphs (a), (b) and (c) of the first paragraph of Article 56, only the thing published in the press, the program; what is displayed on the screen, computer or similar media; may be filed against the owners of the audio broadcast or any other means of transmission, and against the persons who place advertisements; However;

a) If the thing, program, content, image, sound or message published in the printed media has been published without the knowledge of their owners or the advertiser or contrary to their approval,

b) If it is avoided to notify who is the owner of the thing, program, image, sound or message published in the printed media or who is the advertiser,

c) If, for other reasons, it is not possible to reveal the owner of the thing, program, image, sound, message or advertiser or to file a lawsuit against them in a Turkish court,

the above-mentioned cases, the editor-in-chief, the editor-in-chief, the program producer, the person who puts or has put the image, sound, message on the broadcast, communication and information tool, and the chief of the announcement service; If these cannot be displayed, they can be filed against the owner of the business or establishment.

(2) Except for the cases stipulated in the first paragraph, in case of fault of one of the persons listed in the same paragraph, a lawsuit may be filed regardless of the order.

(3) The provisions of the Turkish Code of Obligations are applied in the cases written in subparagraphs (d) and (e) of the first paragraph of Article 56.

(4) The lawsuits in the first paragraph of this article cannot be brought against the service provider if he has not initiated the transmission of the act of unfair competition, has not chosen the recipient of the transmission or the content constituting the act, or has not changed it to carry out the act; an injunction cannot be made. In cases where the negative consequences of the unfair competition act will be extensive or the damage will be great, the court may also listen to the relevant service provider and take the injunction decision regarding the termination or prevention of the unfair competition act against the service provider or take other applicable measures, including the temporary removal of the content, in accordance with the concrete case.

IV – Announcement of the decision

ARTICLE 59-(1) The court may also decide to announce the verdict after the finalization of the case, upon the request of the party who won the case, with the expense of being collected from the party who proved wrong. The court determines the form and scope of the announcement.

V – Timeout

ARTICLE 60-(1) The lawsuits written in Article 56 become statute of limitations, one year from the day the party entitled to the action learns of the birth of these rights, and in any case three years from their birth. However, if the act of unfair competition is also a criminal act that is subject to a longer statute of limitations in accordance with the Turkish Penal Code dated 26/9/2004 and numbered 5237, this period is also valid for civil lawsuits.

VI – Precautionary measures

ARTICLE 61– (1) Upon the request of the person who has the right to file a lawsuit, the court decides to protect the current situation as it is, to eliminate the material situation resulting from unfair competition as stipulated in subparagraphs (b) and (c) of the first paragraph of Article 56, to prevent unfair competition and to prevent wrongful or wrongful actions. may decide on the correction of misleading statements and other measures in accordance with the provisions of the Code of Civil Procedure on interim injunction.

(2) In addition, the goods subject to unfair competition, which requires punishment in case of infringing on the rights of the right holder, may be seized by the customs administrations as a precautionary measure upon the request of the right holder during import or export.

(3) The practice regarding confiscation is subject to the legislation on this subject.

(4) If a lawsuit is not filed in the relevant court on the merits or a precautionary decision is not taken from the court within ten days following the notification of the injunction or seizure decision at the customs administrations, the seizure decision of the administration shall be nullified.

C) Criminal liability

I – Acts that require punishment

ARTICLE 62-(1)a) Those who deliberately commit one of the acts of unfair competition written in Article 55,

b) Those who deliberately give false or misleading information about their personal situation, products, business products, commercial activity and business in order to prefer their own offers and offers to those of their competitors,

c) Those who deceive employees, their proxies or other assistants in order to enable the employer or their clients to seize the production or trade secrets,

d) Those who learn from their employers or clients that their workers or employees or their proxies have committed an act of unfair competition that necessitates a penalty while doing their job, and those who do not prevent this act or correct untrue statements,

If the act does not constitute another crime that requires a heavier penalty, upon the complaint of one of those who have the right to file a civil lawsuit pursuant to Article 56, they are sentenced to imprisonment of up to two years or a judicial fine for the acts falling within the scope of each subparagraph.

II – Criminal liability of legal persons

ARTICLE 63-(1) If an act of unfair competition is committed during the performance of the legal persons' business, the provision of Article 62 shall apply to the members or partners of the body acting on behalf of the legal entity or that have been required to act. In the event that the act of unfair competition is committed within the framework of the activity of a legal person, specific security measures may also be decided on the legal person.

PART FIVE – Commercial Books
A) Bookkeeping and inventory

I – Bookkeeping obligation

ARTICLE 64- (1) (Değişik: 26/6/2012-6335/8 md.) Every trader is obliged to keep commercial books and clearly reveal in his books the economic and financial status of his commercial enterprise, the debt and credit relations and the results obtained in each accounting period, in accordance with this Law. The books are kept in such a way that the third party experts can give an idea about the activities and financial situation of the business in the examination they will make within a reasonable time. The formation and development of business activities should be able to be followed from the books.

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(2) The merchant is obliged to keep a photocopy, carbon copy, microfiche, computer record or a similar copy of any document sent regarding his business in written, visual or electronic media.

(3) (Değişik: 26/6/2012-6335/8 md.) The opening approvals of the journal, general ledger and inventory book kept in the physical environment and the books listed in the fourth paragraph are made by the notary public during the establishment and before they are used. The opening approvals of these books in the following operating periods are made by the notary public until the end of the previous month from the first month of the activity period in which the books will be used. The share ledger and the general assembly meeting and negotiation book may continue to be used in the following operating periods without an opening approval, provided that it has sufficient leaves. (Amended fourth sentence: 28/3 / 2013-6455 / 78 art.) The closing approval of the journal book is made by the end of the sixth month of the following operating period, and the closing approval of the resolution book of the board of directors is made by the end of the first month of the following operating period. (Repealed fifth sentence: 15/2/2018-7099/22 art.) (…) In cases where the opening approval is made by the notary public, the notary public has to seek the trade registry certification. (Additional sentence: 15 / 2 / 2018-7099 / 22 md.) However, during the registration of joint stock and limited companies to the trade registry, the opening approvals of the books are made by the trade registry directorates. In case the commercial books are kept in electronic environment, notary public or trade registry directorate approval is not required for the opening of these books and the closing of the journal book and the resolution book of the board of directors. How the commercial books kept in the physical or electronic environment will be kept, the time of registration in the books, the form and principles of the approval renewal, opening and closing approvals are determined by the communiqué issued jointly by the Ministry of Customs and Trade and the Ministry of Finance.(1)

(4) The books that are not related to the accounting of the enterprise, such as the share book, the resolution book of the board of directors, and the general assembly meeting and negotiation book, are also commercial books. (Ek cümleler:27/12/2020-7262/27 md.) The Ministry of Commerce may require that the share book, the board of directors' resolution book and the general assembly meeting and discussion book be kept electronically. The provisions of the Capital Market Law are reserved.

(5) (Değişik: 26/6/2012-6335/8 md.) Real and legal persons subject to this Law are obliged to comply with the provisions of the Tax Procedure Law dated 4/1/1961 and numbered 213 regarding bookkeeping and recording time, and the regulations made pursuant to the authorization in Articles 175 and repeating Article 257 of the same Law. Bookkeeping, inventory, arrangement of financial statements, capitalization, provisions, accounts, valuation, custody and presentation provisions of this Law are applicable to the implementation of the provisions of Law No. does not constitute an obstacle.

II – Keeping of books

ARTICLE 65-(1) Notebooks and other necessary records are kept in Turkish. If abbreviations, numbers, letters and symbols are used, their meanings should be clearly stated.

(2)Writings in the books and other necessary records are made in a complete, correct, timely and regular manner.

(3) A writing or recording cannot be drawn or changed in such a way that its previous content cannot be determined. Modifications that are unclear whether they were made during registration or later are prohibited.

(4) Ledgers and other necessary records may be kept in the form of filing documents identifying facts and transactions or through data carriers. In case the books and other necessary records are kept electronically, it is essential that the information is accessible during the storage period and it is ensured that they are always easily read during this period. In case of electronic detention, the provisions of the first to third paragraphs are applied by analogy.

III – Inventory

ARTICLE 66-(1) Every merchant, at the opening of his commercial enterprise, draws up an inventory that shows his immovables, receivables, debts, amount of cash and other assets completely and accurately and specifies the values ​​of his assets and debts one by one.

(2) After the opening, the trader also arranges such an inventory at the end of each operating period. The operating period or the accounting year in another legal term cannot exceed twelve months. Inventory is taken out in the time appropriate to the flow of a regular business activity.

(3) If the assets included in the tangible assets, raw and auxiliary materials and operating materials are regularly substituted and their total value is of secondary importance to the enterprise, they are included in the inventory with the unchanged amount and value; provided that their present has undergone only minor changes in quantity, value and composition. However, as a rule, a physical count is required every three years.

(4) Inventory items of the same type, other items of movable assets of the same nature or approximately the same value, and liabilities can be grouped separately and put into the inventory with the average weighted value.

IV - Methods to facilitate inventory

ARTICLE 67-(1) While taking out the inventory, the assets are determined as type, amount and value according to the drilling method and with the help of generally accepted mathematical-statistical methods. The method used should be in accordance with Turkish Accounting Standards. The results of the inventory arranged in this way should correspond to the results of the inventory that would have been obtained had a physical count been made.

(2) A physical inventory is not required if it is possible to reliably determine the assets in terms of type, amount and value by applying another method in accordance with Turkish Accounting Standards in issuing the closing inventory of an operating period.

(3) If, at the close of the operating period, it is shown in a special inventory arranged as of a day within the three or two months before the end of the operating period, according to the type, amount and value of the asset items, using physical counting or any other method permitted according to the second paragraph, Based on the inventory and using the forward-looking estimation method in accordance with Turkish Accounting Standards, if the current assets are valued correctly as of the end of the operating period, there is no need to make an inventory of the assets.

B) Opening balance sheet, year-end financial statements

I – General provisions

1. Regulatory burden

ARTICLE 68-(1) The trader must prepare a financial statement (respectively opening balance sheet and annual balance sheet) showing the relationship between the amounts of assets and liabilities, at the beginning of his business activity and at the end of each operating period. In the opening balance sheet, the provisions of the year-end financial statements regarding the year-end balance sheet are applied.

(2) The trader prepares the income statement.

(3) The balance sheet and income statement form the year-end financial statements. The provisions of Article 514 and Turkish Accounting Standards on this subject are reserved.

2. Regulatory principles

ARTICLE 69-(1) Year-end financial statements;

a) It should be arranged in accordance with Turkish Accounting Standards,

b) It should be clear and understandable,

c) It should be issued within the time required by a regular flow of business activity.

3. Language and currency

ARTICLE 70-(1) Year-end financial statements are prepared in Turkish and in Turkish Lira. Exceptions in other laws on this subject are reserved.

4. Signature

ARTICLE 71-(1) Financial statements are signed by the trader with a date.

II – Principles for items

1. Completeness and prohibition of offset

ARTICLE 72-(1) On the contrary, without prejudice to legal provisions and Turkish Accounting Standards, financial statements must show all assets, liabilities, prepaid expenses and cash collected revenues, period separator accounts in technical terms, all income and expenses of the commercial enterprise correctly evaluated. . Assets acquired on condition that their ownership is reserved and pledged for the debts of the enterprise or third parties or given as collateral in any other way are shown in the balance sheet of the guarantee giver. In cases where cash deposits are in question, these are included in the balance sheet of the collateral holder. Provisions regarding financial leasing are reserved.

(2) Asset items cannot be deducted with liabilities, expenses with incomes, rights related to immovables and related loads.

2. Content of the balance sheet

ARTICLE 73-(1) Unless otherwise stipulated in Turkish Accounting Standards, fixed and current assets, equity, liabilities and period separating accounts are shown as separate items in the balance sheet and charted in sufficient detail.

(2) Fixed assets include assets allocated to the business on an ongoing basis.

3. Activation ban

ARTICLE 74-(1) Unless otherwise stipulated in the Turkish Accounting Standards, an active item cannot be included in the balance sheet for the expenses made for the establishment of the enterprise and the provision of equity.

(2) No item can be included in the assets of the balance sheet for the intangible assets that are obtained free of charge; unless otherwise stipulated in Turkish Accounting Standards.

(3) Expenses necessary for the conclusion of insurance contracts cannot be capitalized; unless otherwise stipulated in Turkish Accounting Standards.

4. Provisions

ARTICLE 75-(1) Provision is made in accordance with the rules stipulated in Turkish Accounting Standards for probable losses that may arise from doubtful liabilities and suspended transactions.

5. Period separator accounts

ARTICLE 76-(1) Turkish Accounting Standards are applied for expenditures that will become expenses within a certain period after the balance sheet date and collections that will constitute income elements.

6. Responsibility relationships

ARTICLE 77-(1) Liabilities arising from issuance of bills, issuance of policies and checks, transfer, acceptance of the policy, sureties, bills of exchange, guarantee contracts, letter of credit confirmations, guarantees given for the debts of third parties, commitments in favor of third parties and other responsibilities stipulated in the Turkish Accounting Standards are not shown in liabilities, It is disclosed at the bottom of the balance sheet or in the appendix according to Turkish Accounting Standards. Responsibility relations regarding receivables and debts arising from recourse are also specified in the appendix.

III – Valuation principles

1. General valuation principles

ARTICLE 78-(1) The following valuation principles are valid for the assets and liabilities included in the financial statements, including but not limited to the following, taking into account the principles stipulated in the Turkish Accounting Standards:

a) The values ​​in the closing balance sheet of the previous period and the values ​​in the opening balance sheet of the operating period must be the same.

b) Unless it is contrary to the actual or legal situation, the valuation is based on the continuity of the business activity.

c) On the closing date of the balance sheet, assets and liabilities are evaluated one by one.

d) Valuation should be done with caution; in particular, all possible risks and losses incurred up to the balance sheet date are taken into account, even if they are learned between the balance sheet date and the year-end financial statements issuance date; gains are taken into account if they are realized as of the balance sheet date. The principles of Turkish Accounting Standards are followed in associating positive and negative valuation differences with the period results.

e) Expenses and incomes of the operating year are included in the year-end financial statements regardless of the payment and collection dates.

f) The methods applied in the previous year-end financial statements are preserved.

(2) In cases stipulated in the standards and in exceptional cases, the principles in the first paragraph may be departed from.

2. Valuation measures of assets and liabilities

ARTICLE 79-(1) Fixed and current assets are valued according to the measurements shown in these standards in accordance with Turkish Accounting Standards. The same standards apply for payables and other items.

3. Acquisition and production values

ARTICLE 80-(1) Determination of the values ​​to be applied in the valuation, their definitions, scopes, indication of the items to be applied and changes are subject to Turkish Accounting Standards.

4. Methods to simplify valuation

ARTICLE 81-(1) In case the conditions are fulfilled, the valuation simplification methods stipulated in the Turkish Accounting Standards are applied.

C) Retention and submission

I – Storage of documents, retention period

ARTICLE 82-(1) Every trader;

a) Commercial books, inventories, opening balance sheets, interim balance sheets, financial statements, annual activity reports, group financial statements and annual activity reports and work instructions and other organizational documents that will facilitate the comprehensibility of these documents,

b) Commercial letters received,

c) Copies of the commercial letters sent,

d) It is obliged to keep the documents on which the records made according to the first paragraph of Article 64 are based, in a classified manner.

(2) Business letters are all correspondence relating to a business business.

(3) Except for the opening and interim balance sheets, financial statements and group financial statements, the documents listed in the first paragraph can be stored on image or data carriers, provided that they are also in compliance with Turkish Accounting Standards; provided that;

a) When they are made legible, they should overlap in content with the commercial letters and book references received, as well as with the visual and other documents;

b) The records should be accessible at any time during the retention period and the records should be made readable within a suitable period of time.

(4) If the records are taken to electronic media in accordance with the second sentence of the fourth paragraph of Article 65, the information; It can also be stored in print instead of on the computer. Such printed information can also be stored according to the first sentence.

(5) The documents stipulated in subparagraphs (a) to (d) of the first paragraph are kept for ten years.

(6) The retention period begins with the end of the calendar year in which the last entry in the commercial books, the inventory is drawn up, the interim balance sheet is prepared, the year-end financial statements are prepared and the consolidated financial statements are prepared, the commercial correspondence is made or the accounting documents are formed.

(7) Books and documents that a merchant is obliged to keep; If it is lost due to a disaster or theft such as fire, flood or ground shaking and within the legal storage period, the trader may request a document from the competent court of the place where his commercial enterprise is located within fifteen days from the date of learning of the loss. This case is opened without an opponent. The court may also order the collection of evidence it deems necessary.

(8) In the event of the death of the real person, the merchant is obliged to keep the heirs and, in case of abandoning the trade, the books and papers in accordance with the first paragraph. In case of the official liquidation of the inheritance or if the legal entity has ended, the books and papers are kept by the peace court for ten years in accordance with the first paragraph.

II – Submission in legal disputes

ARTICLE 83-(1) In commercial disputes, the court may decide on the submission of the commercial books of the parties, ex officio or upon the request of one of the parties, even if they are foreign natural or legal persons.

(2) The provisions of the Code of Civil Procedure regarding the preparatory proceedings in cases requiring trial and the provisions regarding the obligation to present the bills are also applied in commercial affairs.

III – Taking copies in disputes

ARTICLE 84-(1) If commercial books are submitted in a legal dispute, the parts of the books related to the dispute are examined with the participation of the parties. If deemed necessary, copies are taken from the relevant sheets of the ledgers.

IV – Examination of the notebooks completely

ARTICLE 85-(1) In disputes related to property law, especially regarding inheritance, partnership and company liquidation, the court may decide to deliver the commercial books and to examine all their contents.

V – Submission of documents transferred to image and data carriers

ARTICLE 86- (1) The person who can present the documents that must be kept only through an image or other data carrier is obliged to have the auxiliary tools necessary for the reading of those documents ready for use, at his own expense; If necessary, he should print the documents at his own expense and be able to provide readable copies without the need for auxiliary tools.

VI – App for newbies to trading

ARTICLE 87-(1) For the business owners who are obliged to register their business to the trade registry, the provisions of this Section are valid from the moment the obligation to register them to the trade registry arises.

VII – Authority of the Public Oversight, Accounting and Auditing Standards Authority

ARTICLE 88- (1) When real and legal persons subject to the provisions of Articles 64 to 88 prepare their individual and consolidated financial statements, comply with the Turkish Accounting Standards published by the Public Oversight, Accounting and Auditing Standards Authority, the accounting principles in the conceptual framework and the interpretations that are an integral part of them, and must implement them. Articles 514 to 528 and other relevant provisions of this Law are reserved.

(2) These regulations are determined and published only by the Public Oversight, Accounting and Auditing Standards Institution, in line with international standards, in order to ensure unity in practice and to make financial statements valid in international markets.

(3) The Public Oversight, Accounting and Auditing Standards Authority is authorized to set special and exceptional standards and make different regulations for different business sizes, sectors and non-profit organizations. These standards and regulations are considered part of the Turkish Accounting Standards.

(4) Institutions and boards established by law to regulate and supervise certain areas may make limited regulations regarding the standards that will be valid for their own fields, provided that they comply with the Turkish Accounting Standards.

(5) In cases where there is no provision in the Turkish Accounting Standards, considering the relevant field, the regulation regarding the details specified in the fourth paragraph, and if there is no provision in the relevant regulation, generally accepted accounting principles in international practice are applied.

SECTION SIX – Current Account
A) Definition and shape

ARTICLE 89-(1) The contract in which two persons can mutually refuse to claim their receivables arising from any legal reason or relationship one by one and separately, and convert them into item by item and debit, and demand the increased amount to be issued after the account is deducted is a current account contract.

(2) This contract shall not be valid unless made in writing.

B) Provisions

I - in general

ARTICLE 90-(1) Without prejudice to the provisions of the second paragraph of Article 134 and Article 143 of the Turkish Code of Obligations, the provisions of the current account agreement are as follows:

a) Unless otherwise agreed, debiting or debiting the current account does not reduce the parties' rights to litigation and defense regarding the contract or transaction that gave rise to the receivable or debt. If the contract or transaction is cancelled, the resulting items are removed from the account.

b) If a receivable that was born before the current account contract is concluded with the approval of the parties, this receipt will not be renewed unless otherwise agreed.

c) Registration of a commercial note to the current account is deemed to have been made on condition that it is valid if the price is taken.

d) After deducting the receivable and debt from each other at the end of each account cycle, the balance recognized or determined determined is transferred to the account as an item belonging to the new account circuit; If the contract has expired or the increased amount has been foreclosed, it must be paid.

e) For the amounts written in the credit column of the current account, interest accrues from the date they are registered, in accordance with the contract or commercial practices.

II – Special cases

1. Commercial papers

ARTICLE 91-(1) As stipulated in Article 90, the commercial deed written to the current account but whose price cannot be collected is returned to the owner and the record is deleted from the current account.

2. Fees and expenses

ARTICLE 92-(1) Existence of a current account agreement between the parties does not prevent the fee and all kinds of expenses arising from the commission agreement from being requested.

3. Receivables out of account

ARTICLE 93-(1) Non-exchangeable receivables and receivables arising from money and goods delivered to be spent for a specific purpose or to be kept ready for order cannot be transferred to the current account.

III – Balance

1. Determination

ARTICLE 94-(1) Pursuant to the contract or commercial practice, at the end of certain accounting periods, the circuit account is closed and the difference between credit and debit items is determined.

(2) If there is no contract or commercial practice regarding the account transfer, the last day of each calendar year is deemed to be the day of closing the account by the parties. If the party receiving the scale showing the determined increased amount has not made an objection through a notary public, registered letter, telegram or a letter containing a secure electronic signature within one month from the date of receipt, it is deemed to have accepted the balance.

2. Interest

ARTICLE 95– (1) In case of existence of the conditions in Article 8, interest accrues on the balance found as a result of subtracting credit and debit items from the date it is determined and recorded in the account; No application can be made that may lead to compound interest; A contract contrary to this provision cannot be foreseen.

3. Compound interest and provisions that can be determined by contract

ARTICLE 96-(1) The parties may decide to add the interest to the principal, starting from any time they wish, provided that they are not less than three months, and they may also determine the account periods and the amounts of interest and commissions by contract.

(2) The provisions of the second and third paragraphs of Article 8 are reserved.

IV – Principle of integrity

ARTICLE 97-(1) Credit and debit items transferred to the current account form an inseparable whole. Neither party can be considered a creditor or debtor before the current account is cut off. Only the termination of the account at the end of the contract determines the legal status of the parties.

C) Termination of current account

I - in general

ARTICLE 98-(1) Current account contract;

a) The expiry of the agreed period,

b) If a period of time is not agreed, one of the parties gives notice of termination,

c) Bankruptcy of one of the parties,

ends in.

II – Conditions of death and disability

ARTICLE 99-(1) If the contract is for a period of time and one of the parties dies or is restricted within this period, both parties and their legal representatives and successors may terminate the current account contract, provided that they give ten days' notice. However, the payment of the increased amount may be requested on the date when the account must be closed in accordance with Article 94.

D) Foreclosure of the balance

ARTICLE 100-(1) The account is closed on the day the creditor of one of the parties confiscates the increased amount belonging to it, and the increased amount is determined.

(2) In this case, if the party to whom the lien is notified due to its debt does not remove the lien within fifteen days, the other party may terminate the contract; If he does not, the situation of the person who has seized cannot be aggravated by adding new items to the current account. Unless, the items recorded in the account arise from a legal relationship that arose before the date of foreclosure.

(3) The creditor who has seized can only request the payment of the part that meets his/her receivables from the balance, only at the time when the account must be closed according to Article 94.

E) Timeout

ARTICLE 101-(1) Lawsuits related to the liquidation of the current account, the increased amount accepted or determined by a court decision, or interest receivables, errors and errors in calculations, items that should be excluded from the current account or that have been unfairly transferred to the current account or repeated entries, They become statute-barred five years after their expiration.

SECTION SEVEN – Agency
A) in general

I – Definition

ARTICLE 102-(1) Without having a legal position attached to the business such as a commercial agent, commercial agent, sales officer or employee of the enterprise, it is a profession to act as an intermediary in contracts that concern a commercial enterprise on a permanent basis in a certain place or region, or to make them on behalf of that trader. The person who acquires it is called an agent.

(2) In cases where there is no provision in this Section, the provisions of the brokerage agreement of the Turkish Code of Obligations, the commission provisions of the contracting agents, and the proxy provisions in cases where there is no provision in these, are applied.

(3) Special regulations regarding areas such as transportation, maritime trade, insurance and tourism are reserved.

II – Field of application

ARTICLE 103-(1) Without prejudice to the provisions of special laws, the provisions of this Part shall also apply to the following:

a) Those who are permanently authorized to conclude contracts on behalf of a local or foreign merchant and on their own behalf.

b) Those who carry out transactions in the country on behalf and on behalf of foreign traders who do not have a head office or branch in the Republic of Turkey.

III – Exclusivity

ARTICLE 104-(1) Unless otherwise agreed in writing, the client cannot appoint more than one agent for the same trade branch at the same time and within the same place or region, and the agent cannot act as an agency for the accounts of more than one commercial enterprise competing with each other in the same place or region.

B) Agent's powers

I - in general

ARTICLE 105-(1) The agency is authorized to make and accept all kinds of warnings, notices and protests, on behalf of its client, regarding the contracts it has brokered or made.

(2) Due to the disputes arising from these contracts, the agent may sue on behalf of his client, or a suit may be brought against him in the same capacity. Conditions contrary to this provision included in the contracts regarding those acting as agents on behalf of foreign traders are void.

(3) Decisions taken as a result of lawsuits to be filed in Turkey against persons on whose behalf and account the agencies act, cannot be applied to agencies.

II – Cases that require special and written authorization

ARTICLE 106-(1) The agent is not authorized to accept the price of the goods that he has not personally delivered and to take delivery of the goods that he has not personally paid for, and cannot renew or reduce the amount of the receivables arising from these transactions without the specific and written consent or power of attorney of his client.

III – Authority to make contracts

ARTICLE 107-(1) The agency is not authorized to make a contract on behalf of its client without obtaining a specific and written authorization.

(2) Documents that authorize agents to conclude contracts on behalf of their clients must be registered and announced by the agency.

IV – Incompetence

ARTICLE 108-(1) If the agent makes a contract on behalf of his client without his authority or by exceeding the limits of his authority, his client can give permission as soon as he gets the news; If not, the agency will be responsible for the contract itself.

C) Agent's debts

I - in general

ARTICLE 109-(1) The agency is obliged to see the affairs of its client and to protect its interests within the region and trade branch left to him pursuant to the contract.

(2) If the agency does not prove that it is faultless, it is especially responsible for the damages suffered by the goods or goods that it is keeping for the account of its client.

II – Obligation to inform

ARTICLE 110-(1) The agency is obliged to timely inform the third parties about the declarations that it is authorized to accept, the financial situation of the market and customers in its region, its conditions, the changes in them and all matters concerning the client regarding the transactions made.

(2) The agency may delay the transaction until it receives an order for matters that do not have clear instructions from the client. However, if the situation is not suitable for receiving instructions from the client due to the hasty nature of the work, or if the agency is authorized to act under the most beneficial conditions, he will act according to his own opinion, like a prudent merchant.

III – Precautions

ARTICLE 111-(1) If there are indications that the goods received by the agency for the account of their client were damaged during the transport, in order to secure the client's right of action against the carrier, to have the damage determined and to take other necessary measures, to protect the goods as much as possible or if there is a danger of it being destroyed completely, Pursuant to Article 108 of the Code of Obligations, he is obliged to have it sold with the permission of the competent court and to inform his client of the situation without delay. Otherwise, he will indemnify the damage caused by his negligence.

(2) If the goods sent to the agency for sale are perishable or subject to changes that will decrease their value, and if the time is not suitable for receiving instructions from the client or the client is delayed in giving permission, the agency is authorized to sell the goods with the permission of the competent court, pursuant to Article 108 of the Turkish Code of Obligations, and if the client's interests require it. mandatory.

IV – Payment debt

ARTICLE 112-(1) If the agent is obliged to send or deliver the money belonging to his client and does not do this, he is obliged to pay interest and, if necessary, give compensation from the date on which the obligation arises.

D) Agent's rights

I – Fee

1. Transactions that qualify for fees

ARTICLE 113-(1) The agency may charge a fee for transactions established with third parties, which it has brought in with its own efforts or for transactions of the same nature, during the continuation of the agency relationship. This fee right does not arise even if and to the extent that it belongs to the previous agent pursuant to the third paragraph.

(2) If a certain region or customer area is left to the agency, the agency may also charge a fee for transactions established with customers in this region or in the surrounding area during the continuation of the agency relationship. The second sentence of the first paragraph applies here as well.

(3) Agent for transactions established after the agency relationship ends;

a) If he has mediated the transaction or prepared the transaction to the extent that the execution of the transaction can be attributed to his own effort and the transaction has been established within a suitable period after the termination of the agency relationship,

b) If the third party's necessities reached the agent or client prior to the termination of the agency relationship, regarding a transaction for which a fee may be charged pursuant to the first sentences of the first or second paragraphs,

may charge a fee. If it is fair to share this fee according to the circumstances and conditions, the next agent also receives an appropriate share.

(4) The agency may also request a collection commission for the money collected in accordance with the client's instructions.

2. Time to qualify for compensation

ARTICLE 114-(1) The agency is entitled to a fee as soon as and to the extent the established transaction is fulfilled. The parties can change this rule with the agency agreement; however, when the client completes the transaction, the agent is entitled to an appropriate advance which can be requested on the last day of the following month. In any case, the agency is entitled to a fee when and to the extent that the third party fulfills the established transaction.

(2) If it becomes certain that the third party will not perform the transaction, the agent's right to fee is forfeited; paid amounts are refunded.

(3) Even if it is certain that the client will not fulfill the mediated contract partially or completely or as envisaged, the agent may request a fee. If and to the extent that the contract cannot be fulfilled due to reasons that cannot be attributed to the client, the agent's right to fee is deducted.

3. The amount of the fee

ARTICLE 115- (1) If there is no provision in the contract, the amount of the fee is determined by the commercial court of first instance in that place, according to the commercial custom in the place where the agency is located, and if there is no custom, according to the situation.

4. Time to pay the fee

ARTICLE 116-(1) The fee to which the agent is entitled must be paid within three months at the latest from the date of birth and in any case on the date of termination of the contract.

(2) If the agent requests information about all matters that are important in terms of fee demand, due and calculation, the client has to provide this information. In addition, the agency may request from its client to send copies of the ledger records regarding fee-related transactions. If the client refrains from giving a copy of the book, or if there are justified reasons to doubt the accuracy and completeness of the books, the agent can either examine the relevant parts of the commercial books and documents himself, or have them examined by an expert. If the client does not allow this, the court decides the issue in the most appropriate way.

(3) Any decision to the contrary of these provisions is invalid to the extent that it is against the agent.

II – Covering extraordinary expenses

ARTICLE 117-(1) The agency can only ask for extraordinary expenses to be paid for what it has done to fulfill its obligations.

III – Right to demand interest

ARTICLE 118-(1) The second sentence of the first paragraph of Article 20 shall apply to advances and extraordinary expenses.

IV – Right to imprisonment

ARTICLE 119- (1) The agent shall be imprisoned on movables and valuable papers and any goods that he can use through a promissory note representing any goods, which are in the possession of a third party, which he has received due to the agency agreement and continues to be in possession either by himself or for a special reason, until all his receivables from his client are paid. has the right.

(2) If the goods belonging to the client are sold by the agent in accordance with the contract or the law, the agent may avoid paying the price of these goods.

(3) If the client is incapacitated, the provisions of the first and second paragraphs shall also apply to the receivables of the agent that are not yet due.

(4) The provisions of the second paragraph of Article 950 and Articles 951 to 953 of the Turkish Civil Code are reserved.

E) Client's debts

ARTICLE 120-(1) Client, agent;

a) To issue documents related to the goods,

b) To notify of the matters required for the fulfillment of the agency agreement, and in particular that the business volume may be significantly lower than the agency would normally expect,

c) To notify within a reasonable period of time whether the agent accepts the work he has done or is not fulfilled,

d) To pay the fee that the agent is entitled to demand,

e) Pay interest on fees, advances and extraordinary expenses in accordance with the provisions of Article 20.

(2) Conditions contrary to this article are void to the extent that they are to the detriment of the agent.

F) Termination of the agency agreement

I – Causes

ARTICLE 121-(1) Each of the parties may terminate the agency agreement made for an indefinite period, provided that three months' notice is given. Even if the contract has been concluded for a certain period of time, it can always be terminated for justifiable reasons.

(2) If an agency agreement made for a certain period of time continues to be implemented after the expiry of the period, the contract becomes indefinite.

(3) In case of bankruptcy, death or restriction of the client or agent, the provision of Article 513 of the Turkish Code of Obligations shall apply.

(4) The party that terminates the contract without a just cause or without complying with the three-month notice period is obliged to compensate the other party for the loss due to the incompleteness of the works started.

(5) If the agency agreement is terminated due to the death, loss of competence or bankruptcy of the client or the agent, an appropriate compensation to be determined in proportion to the amount of the fee to be paid to the agent upon completion of the works shall be given to the agent or his successors according to the conditions specified in this article.

II – Equalization prompt

ARTICLE 122-(1)After the termination of the contractual relationship;

a) If the client gains significant benefits even after the termination of the contractual relationship, thanks to the new customers found by the agency,

b) If, as a result of the termination of the contractual relationship, the agency loses its right to demand the fee it would have earned if the contractual relationship had continued due to the works done or to be done with the customers brought into the business by it, and

c) When the features and conditions of the concrete case are evaluated, if the payment is in accordance with equity, the agent may request an appropriate compensation from the client.

(2) The compensation cannot exceed the average of the annual commission or other payments received by the agency as a result of the last five years of activity. If the contractual relationship has continued for a shorter period of time, the average during the continuation of the activity is taken as basis.

(3) If the agent has terminated the contract without the client's action to justify the termination, or if the contract has been terminated by the client for justifiable reasons due to the agent's fault, the agent cannot request equalization.

(4) The equalization request cannot be waived in advance. The right to demand equalization must be asserted within one year following the termination of the contractual relationship.

(5) Unless this provision violates equity, it shall also apply in the event of termination of permanent contractual relations with exclusive dealership and other similar monopoly rights.

III – Non-compete agreement

ARTICLE 123-(1) The agreement limiting the agency's activities related to its business after the termination of the contractual relationship must be made in writing and a document signed by the client, containing the provisions of the agreement, must be given to the agent. The agreement, at most, can be made for a period of two years from the end of the relationship and can only relate to the territory left to the agent, or to the clientele, and the issues related to the contracts he mediated. Due to the limitation of competition, the client must pay an appropriate compensation to the agent.

(2) The client may waive the application of the restriction of competition in writing until the termination of the contractual relationship. In this case, the client is relieved of his obligation to pay compensation after six months have passed from the declaration of waiver.

(3) If one of the parties terminates the contractual relationship for justifiable reasons due to the faulty behavior of the other party, it may notify the other party in writing that it is not bound by the competition contract within one month from the termination.

(4) Conditions contrary to this article are invalid to the extent that they are to the detriment of the agent.

BOOK TWO: Trading Companies
PART ONE – General Provisions
A) Types

ARTICLE 124-(1) Trading companies; It consists of collective, limited, joint stock, limited and cooperative companies.

(2) In this Law, collective and limited partnership company; joint stock, limited liability companies and limited partnerships whose capital is divided into shares are considered as capital companies.

B) Legal personality and driver's license

ARTICLE 125-(1) Commercial companies have legal personality.

(2) Trading companies may benefit from all rights and undertake debts within the framework of Article 48 of the Turkish Civil Code. Legal exceptions in this regard are reserved.

C) Provisions of applicable law

ARTICLE 126-(1) Without prejudice to the provisions specific to each company type, the general provisions of the Turkish Civil Code regarding legal persons and the provisions of the Turkish Code of Obligations regarding ordinary companies in matters not covered by this Section shall also apply to commercial companies to the extent that they are suitable for the nature of each company type.

D) Capital investment debt

I – Subject

ARTICLE 127-(1) As capital to commercial companies, unless otherwise provided in the law;

a) Money, receivables, valuable papers and shares of capital companies,

b) Intellectual property rights,

c) Movables and all kinds of immovables,

d) Benefit and usage rights of movable and immovables,

e) Personal labor,

f) Commercial reputation,

g) Commercial enterprises,

h) Rightly used transferable electronic media, domains, values ​​such as names and marks,

i) Mining licenses and other rights with economic value,

j) All kinds of transferable and cash value can be put.

(2) The provisions of the second paragraph of Article 307, the first paragraph of Article 342 and the first paragraph of Article 581 are reserved.

II – Provision

1. In general

ARTICLE 128-(1) Each partner is indebted to the company for the capital he has committed to put in a duly drawn up and signed company contract.

(2) If the immovables with the values ​​determined by the expert in the articles of association or the articles of association are annotated on the title deed, intellectual property rights and other values, if any, are recorded in their private registers in accordance with this provision, and movables are entrusted to a reliable person. Registration in the private registry removes goodwill.

(3) The provisions of the articles of association, which include the obligation to establish immovable property as capital or a real right existing or to be established on the immovable, are valid regardless of the official form.

(4) In case of borrowing for an economic value other than money or a movable asset as capital, the company may directly dispose of these as an owner from the moment it acquires legal personality.

(5) In case immovable property or other real right is invested as capital, registration in the land registry is required in order for the company to dispose of them.

(6) The request for registration of property and other real rights in the land registry and notifications regarding the registrations to be made to other registries are made ex officio and immediately by the trade registry manager. The company reserves the right to make a unilateral request.

(7) The company may request and sue each partner to fulfill its capital investment debt, as well as request compensation for the loss incurred due to delay in fulfillment. A notice is required for a claim for compensation. Partners can also file this lawsuit in sole proprietorships.

(8) In order to protect the rights committed by the partners to be invested as capital, precautionary measures may be requested by the founders against the partners. For lawsuits to be filed upon the measure, the period stipulated in the Code of Civil Procedure starts to run only from the date of registration and announcement of the company.

2. Default interest

ARTICLE 129-(1) If the unfulfilled capital is money, the default interest is also paid from the moment of registration of the company, provided that the right to compensation pursuant to Article 128 is not prejudiced and there is no provision in the articles of association or the articles of association on the contrary.

3. Being responsible

ARTICLE 130-(1) A partner who has transferred his receivables to the company as capital cannot be relieved of his capital investment debt unless the receivables have been collected by the company.

(2) If the receivable is not due, it must be collected by the company within one month from the due date, if it is due, from the date of the articles of association or the articles of association, unless otherwise agreed.

(3) If, for whatever reason, it cannot be collected within this period, the partner also pays the default interest for the days that will pass after the expiry of the period, provided that the company's right to compensation due to delay is not prejudiced.

(4) If the receivable is partially collected, the above provisions are valid for the uncollected portion.

4. Presumptions

ARTICLE 131-(1) The values ​​to be determined by the expert for the months set as capital shall be deemed to have been accepted by the relevant persons.

(2) Unless otherwise agreed in the articles of association or the articles of association, the ownership of the months put in as capital belongs to the company and the rights are transferred to the company.

(3) If it is decided that the fee to be paid in return for service will be partially or wholly paid by participating in the profit, this registration does not give the employees the title of partner.

5. Right to receive interest and fees

ARTICLE 132-(1) Unless there is a contrary provision in the laws, it can be accepted that the partners are paid interest for the capital they put in and fees for their services in the company with the articles of association.

E) Personal creditors of partners

ARTICLE 133-(1) As long as a sole proprietorship continues, the personal creditor of one of the partners can take his right from the dividends of that partner in accordance with the balance sheet of the company, and from the liquidation share if the company is dissolved. If the balance sheet has not been prepared yet, the creditor may place a lien on the profit and liquidation share that will fall on the debtor as a result of the arrangement of the balance sheet.

(2) In capital companies, in addition to receiving their receivables from the profit or liquidation share of that partner, the shares belonging to their debtors, whether bonded or not, are to be seized and liquidated in accordance with the provisions of the Execution and Bankruptcy Law dated 9/6/1932 and numbered 2004 regarding movables. they may want. The lien is recorded in the share ledger upon request.

(3) Apart from this, the creditors are also entitled to take their receivables from all commercial companies from the other receivables of the partner from the company and to have them foreclosed.

(4) The above provisions shall not prevent the creditors from applying for the debtor partners' properties outside the company.

F) Merger, division and conversion

I – Field of application and concepts

1. Application area

ARTICLE 134-(1) Articles 134 to 194 shall apply to mergers, divisions and conversions of commercial companies.

(2) The provisions of other laws that are not contrary to Articles 135 to 194 of this Law are reserved.

2. Concepts

ARTICLE 135-(1) In the implementation of Articles 134 to 194; “company” means trading companies; “partner” means the shareholders of joint stock companies, partners of limited liability companies and sole proprietorships and cooperatives; “partnership share” means the partnership share in sole proprietorships, the share in the joint stock company, the basic capital share in the limited liability company, the partnership share in the limited partnership whose capital is divided into shares; “general assembly” means the general assembly in joint stock companies, limited liability companies and limited partnerships and cooperatives, the board of shareholders in private companies and, if necessary, all of the partners; “management body” means the board of directors in joint stock companies and cooperatives, the manager or managers in limited companies, the manager in private companies and limited partnerships whose capital is divided into shares; “Company agreement” means the articles of association in joint stock companies, the articles of association in sole proprietorships and limited liability companies, and the articles of association in cooperatives.

(2) When determining small and medium-sized companies, the criteria stipulated in Article 1522 for sole proprietorships and Article 1523 for capital companies are applied.

II – Merger

1. General provisions

a) Principle

ARTICLE 136-(1)Companies;

a) Acquisition of one company by another, in technical terms “merger by acquisition” or

b) They may merge through their coming together in a new company, in technical terms “merger as a new organization”.

(2) In the application of Articles 136 to 158, the accepting company is called "transferee" and the participating company is called "assigned".

(3) A merger takes place when the shares of the transferee company are automatically acquired by the partners of the transferee company, based on an exchange rate, in return for the assets of the transferred company. The merger agreement may also envisage separation funds within the meaning of the second paragraph of Article 141.

(4) With the merger, the transferee company takes over the assets of the transferred company as a whole. The company transferred by the merger ends and is deleted from the trade registry.

b) Valid mergers

ARTICLE 137-(1) Capital companies;

a) With capital companies,

b) With cooperatives and

c) Provided that they are the transferee company, they can merge with collective and commandite companies.

(2) Sole proprietorships;

a) With sole proprietorships,

b) With capital companies, provided that they are the transferee company,

c) Provided that they are the transferee company, they can merge with cooperatives.

(3) Cooperatives;

a) With cooperatives,

b) With capital companies and

c) Provided that they are the transferee company, they can merge with sole proprietorships.

c) Participation of a company in liquidation in the merger

ARTICLE 138-(1) A company in liquidation may participate in the merger, provided that the distribution of its assets has not started and it is the transferred company.

(2) The existence of the conditions in the first paragraph is proved by the documents submitted to the trade registry directorate of the place where the headquarters of the transferee company is located.

d) Participation in the merger in case of loss of capital or insolvent

ARTICLE 139-(1) A company that has lost half of its capital and legal reserves due to losses or is in debt, may merge with a company that has freely disposable equity in an amount sufficient to cover the lost capital or, if necessary, insolvency.

(The documents proving that the condition in the first paragraph has been fulfilled must be submitted to the trade registry directorate of the place where the headquarters of the transferee company is located.

2. Partnership shares and rights

a) Protection of partnership share and rights

ARTICLE 140-(1) Shareholders of the transferee company have the right to claim the shares and rights of the transferee company at a value to meet the existing partnership shares and rights. This right of claim is calculated by taking into account the value of the assets of the companies participating in the merger, the distribution of voting rights and other important issues.

(2) While determining the exchange rates of the partnership shares, an equalization payment may be envisaged, provided that it does not exceed one tenth of the actual value of the partnership shares allocated to the partners of the transferred company.

(3) Shares with the same value, without voting or voting rights, are given to the shareholders of the transferred company who have non-voting shares.

(4) In return for the privilege rights attached to the existing shares in the transferee company, equivalent rights in the transferee company or a suitable provision are given.

(5) The transferee company is obliged to grant equal rights to the shareholders of the transferee company or to purchase the redeemed shares at their actual value on the date of the merger agreement.

b) Separation fund

ARTICLE 141-(1) Companies participating in the merger may, in the merger agreement, give the partners the right to choose between the acquisition of share and partnership rights in the transferee company and a withdrawal fund corresponding to the actual value of the company shares to be acquired.

(2)Companies participating in the merger may stipulate in the merger agreement that only the withdrawal fund is to be paid.

3. Capital increase, new establishment and interim balance sheet

a) Capital increase

ARTICLE 142-(1) In merger by takeover, the acquiring company has to increase its capital at the level necessary to protect the rights of the shareholders of the transferred company.

(2) In a merger, the regulations regarding the capital in kind and the provisions regarding the public offering of new shares in publicly held joint stock companies, with the exception of those related to their registration with the Capital Markets Board, are not applicable.

b) New establishment

ARTICLE 143-(1) In the merger by way of new establishment, the articles of this Law and the Cooperatives Law dated 24/4/1969 and numbered 1163, excluding the provisions regarding the capital in kind and the minimum number of partners, are applied to the establishment of the new company.

c) Interim balance sheet

ARTICLE 144-(1) If more than six months have passed between the signing date of the merger agreement and the balance sheet date, or if significant changes have occurred in the assets of the companies participating in the merger after the final balance sheet is issued, the companies participating in the merger are obliged to issue an interim balance sheet.

(2) Provided that the following provisions are reserved, the provisions and principles regarding the annual balance sheet are applied to the interim balance sheet. For the interim balance sheet;

a) It is not necessary to take a physical inventory;

b) Valuations accepted in the final balance sheet are changed only to the extent of transactions in the commercial ledger; Depreciations, value adjustments and provisions, and significant changes in value for the business that are not recognized from the commercial books are also taken into account.

4. Merger agreement and merger report (1)

a) Merger agreement

aa) Making the merger agreement

ARTICLE 145- (1) The merger agreement is made in writing. The contract is signed by the management bodies of the companies participating in the merger and approved by the general assemblies.

bb) Content of the merger agreement

ARTICLE 146-(1) of the merger agreement;

a) Trade names, legal types, headquarters of the companies participating in the merger; in case of merger with a new establishment, the type, trade name and headquarters of the new company,

b) The exchange rate of the company shares, the equalization amount if foreseen; Statements of the shareholders of the transferee company regarding their shares and rights in the transferee company,

c) Rights granted by the transferee company to the holders of privileged and non-voting shares and to the holders of usufruct shares,

d) The way the company shares are changed,

e) The date on which the shares acquired through the merger are entitled to the balance sheet profit of the acquiring or newly established company and all the features related to this claim,

f) If necessary, the withdrawal fund pursuant to Article 141,

g) The date on which the transferee company's transactions and actions will be deemed to have been made for the transferee company's account,

h) Special benefits granted to management bodies and managing partners,

i) If necessary, it is mandatory to include the names of the partners with unlimited liability.

b) Merger report

ARTICLE 147-(1) The managing bodies of the companies participating in the merger, separately or together, prepare a report on the merger.

(2) In the report;

a) Purpose and results of the merger,

b) Merger agreement,

c) The rate of change of the company's shares and, if foreseen, the equalization fund; partnership rights granted to the partners of the transferee companies by the transferee company,

d) If necessary, the amount of the retirement fund and the reasons for giving the retirement fund instead of the company share and partnership rights,

e) Features regarding the valuation of shares in terms of determining the exchange rate,

f) The amount of the increase to be made by the transferee company, if necessary,

g) If foreseen, information about additional payment and other personal performance obligations and personal responsibilities that will be imposed on the partners of the transferred company due to the merger,

h) In the merger of companies of different types, the liabilities of the partners due to the new type,

i) The effects of the merger on the workers of the companies participating in the merger and, if possible, the content of a social plan,

j) The effects of the merger on the creditors of the companies participating in the merger,

k) Approvals from relevant authorities, if necessary,

It is explained in terms of legal and economic aspects and its justifications are stated.

(3) In the merger by means of a new establishment, it is obligatory to include the contract of the new company in the merger report.

(4) If all partners approve, small and medium-sized companies may abandon the preparation of the merger report. (1)

c) Audit of merger agreement and merger report

ARTICLE 148-(Mülga: 26/6/2012-6335/43 md.)

5. Right of inspection and changes in assets

a) Right to review

ARTICLE 149- (1) Each of the companies participating in the merger, at their headquarters and branches, and if public joint stock companies are to be determined by the Capital Markets Board, within thirty days before the general assembly decision;

a) Merger agreement,

b) Merger report,

c) (Mülga: 26/6/2012-6335/43 md.)

d) It is obliged to submit the year-end financial statements and annual activity reports of the last three years, the interim balance sheets, if necessary, the shareholders, the holders of usufruct shares, the holders of securities issued by the company, the persons with interests and other interested parties. These are also published on the websites of the relevant capital companies.

(2) The partners and the persons listed in the first paragraph may request that copies of the documents mentioned in the same paragraph and their printed versions, if any, be given to them. They cannot be demanded for any price or expense.

(3) Each of the companies participating in the merger indicates the right to make an examination in the advertisement published in the Turkish Trade Registry Gazette and also on the internet sites.

(4) Each company participating in the merger shall announce where the documents mentioned in the first paragraph are deposited and where they are kept ready for examination, at least three working days before the deposit, in the Turkish Trade Registry Gazette and in the newspapers stipulated in the articles of association, and on the websites of capital companies.

(5) If all partners approve, small and medium-sized companies may waive the exercise of the right to inspect.

b) Information on changes in assets

ARTICLE 150-(1) If a significant change has occurred in the assets or liabilities of one of the companies participating in the merger between the date of signing the merger agreement and the date this agreement will be submitted for approval at the general assembly, the management body shall notify this situation in writing to its own general assembly and to the management bodies of other companies participating in the merger. .

(2) The governing bodies of all companies participating in the merger examine whether there is a need to amend the merger agreement or to abandon the merger in this case; if they reach such a conclusion, the proposal to submit it for approval is withdrawn. Otherwise, the managing body explains at the general assembly the reason that there is no need for adaptation in the merger agreement.

c) Merger decision

ARTICLE 151-(1) The governing body presents the merger agreement to the general assembly. Merger agreement in the general assembly;

a) With three-quarters of the votes present at the general assembly, provided that it represents the majority of the main or issued capital, in joint stock companies and limited partnerships whose capital is divided into shares, without prejudice to subparagraph (b) of the fifth paragraph of Article 421 of this Law,

b) In capital companies to be taken over by a cooperative, with three-quarters of the votes present in the general assembly, provided that it represents the majority of the capital,

c) With the votes of three-quarters of all partners, provided that they hold shares representing at least three-quarters of the capital in limited liability companies,

d) In cooperatives, with a majority of two-thirds of the votes cast; If additional payment and other performance obligations or unlimited liability are accepted in the articles of association or if they exist but are expanded, it must be approved by the decision of three-quarters of all members registered in the cooperative.

(2) For collective and limited partnership companies, the merger agreement must be unanimously approved. However, it may be stipulated in the articles of association that the merger agreement be approved by the decision of three-quarters of all partners.

(3) In the event that a limited partnership whose capital is divided into shares acquires another company, in addition to the quorum in subparagraph (a) of the first paragraph, all of the limited partnerships must approve the merger in writing.

(4) In a joint stock company that has been taken over by a limited liability company and its capital is divided into shares, if additional liabilities and personal performance obligations are envisaged by the takeover, or if these are already present and expanded, the unanimity of all partners is required.

(5) If the merger agreement provides for a withdrawal fund, it must be approved by the affirmative votes of the shareholders holding voting rights if the transferor company is a sole proprietorship, and by ninety percent of the existing voting rights in the company if it is a capital company.

(6) If a change in the operating subject of the transferred company is foreseen in the merger agreement, the merger agreement must also be approved with the required quorum for the change of the company agreement.

6. Provisions regarding finalization

a) Registration in the trade registry

ARTICLE 152-(1) As soon as the merger decision is taken by the companies participating in the merger, the management bodies apply to the trade registry for the registration of the merger.

(2) If the transferee company has increased its capital as a requirement of the merger, additional amendments to the articles of association are submitted to the trade registry.

(3) The transferred company is dissolved upon registration of the merger in the trade registry.

b) Legal consequences

ARTICLE 153-(1) The merger becomes valid upon registration of the merger in the trade registry. At the time of registration, all assets and liabilities of the transferred company automatically pass to the transferee company.

(2) The partners of the transferee company become the partners of the transferee company. However, this result does not arise for the shares held by the person acting on behalf of the transferee company but on behalf of this company, and the shares held by the person acting on behalf of the transferee company but on behalf of this company.

(3) The provisions of the Law on the Protection of Competition dated 7/12/1994 and numbered 4054 are reserved.

c) Announcement

ARTICLE 154-(1) Merger decision is announced in the Turkish Trade Registry Gazette.

7. Facilitated merger of capital companies

a) Application area

ARTICLE 155-(1) a) All shares of the transferee capital company giving voting rights, or

b) A company or a real person or groups of persons bound by law or contract, to all shares of capital companies participating in the merger, giving voting rights,

capital companies can merge in accordance with the facilitated order.

(2) For the minority shareholders, if the transferee capital company owns at least ninety percent of the shares giving the right to vote, not all the shares of the transferred capital company;

a) Granting shares equivalent to these shares in the transferee company, in addition to the company shares, it is proposed to give a cash equivalent of the actual value of the company's shares in accordance with Article 141, and

b) No additional payment debt or any personal performance obligation or personal responsibility arising from the merger,

merger may take place in a facilitated manner.

b) Conveniences

ARTICLE 156-(1) Capital companies participating in the merger and complying with the conditions stipulated in the first paragraph of Article 155, shall include the records indicated in subparagraphs (a) and (f) to (i) of the first paragraph of Article 146 in the merger agreement. These capital companies are not obliged to issue the merger report stipulated in Article 147 and to provide the right to review stipulated in Article 149, and they may not submit the merger agreement to the approval of the general assembly in accordance with Article 151.

(2) Capital companies participating in the merger and complying with the conditions set forth in the second paragraph of Article 155, shall include only the records indicated in subparagraphs (a), (b) and (f) to (i) of the second paragraph of Article 147 in the merger agreement. These companies are also not obliged to prepare the merger report stipulated in Article 147 and to present the merger agreement to the general assembly in accordance with Article 151. The inspection right stipulated in Article 149 must have been granted thirty days before the application made to the trade registry for the registration of the merger.

8. Protection of creditors and employees

a) Guaranteeing the receivables

ARTICLE 157-(1) If the creditors of the companies participating in the merger make a request within three months from the legal validity of the merger, the transferee company will secure their receivables.

(2) (Değişik: 26/6/2012-6335/12 md.) Companies participating in the merger; They notify their creditors of their rights through advertisements to be made three times at seven-day intervals in the Turkish Trade Registry Gazette, and also through an advertisement to be placed on their website.

(3) (Mülga: 26/6/2012-6335/12 md.)

(4) If it is understood that other creditors will not suffer any loss, the liable company may pay the debt instead of providing a guarantee.

b) Personal responsibilities of partners and passing of business relationships

ARTICLE 158-(1) The responsibilities of the partners who were responsible for the debts of the transferred company before the merger continue after the merger. Provided that these debts must have arisen before the announcement of the merger decision or the reasons giving rise to the debts must have occurred before this date.

(2) Claims regarding the personal liability of the partners arising from the debts of the transferred company become time-barred three years after the announcement of the merger decision. If the receivable becomes due after the date of announcement, the statute of limitations starts from the date of due date. This limitation does not apply to the liabilities of the partners who are personally liable for the debts of the acquiring company.

(3) Liability for bonds and other debt instruments offered to the public continues until the date of redemption; unless the prospectus contains another arrangement.

(4) The provision of Article 178 applies to business relations.

III – Division

1. General provisions

a) Principle

ARTICLE 159-(1) A company can be split completely or partially.

a) In full division, all assets of the company are divided into sections and transferred to other companies. The partners of the demerged company acquire the shares and rights of the acquiring companies. The fully divided and transferred company ends and its title is deleted from the trade registry.

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b) In partial division, one or more parts of a company's assets are transferred to other companies. The partners of the demerged company acquire the shares and rights of the acquiring companies or the demerged company acquires the shares and rights in the acquiring companies in return for the transferred assets divisions and forms its subsidiary company.

b) Valid divisions

ARTICLE 160-(1) Capital companies and cooperatives can be divided into capital companies and cooperatives.

c) Protection of company shares and rights

ARTICLE 161-(1) Company shares and rights are protected in accordance with Article 140 in full and partial division.

(2) To the partners of the transferor company;

a) Company shares in proportion to their current shares in all companies participating in the division, or

b) In some or all companies participating in the division, company shares at different rates according to the ratio of their existing shares,

can be allocated. The division in clause (a) is "the proportions are preserved", and the division in clause (b) is "the division in which the ratios are not preserved".

2. Provisions regarding the implementation of the division

a) Reduction of capital

ARTICLE 162-(1) In case the capital of the transferor company is decreased due to division, articles 473, 474 and 592 of this Law and articles 98 and 473 of this Law are not applied based on article 474 of the Cooperatives Law in cooperatives.

b) Capital increase

ARTICLE 163-(1) The transferee company increases its capital in an amount that will protect the rights of the partners of the transferor company.

(2) In the division, the provisions regarding the capital in kind do not apply. Due to the division, even if it is not available in the registered capital system, the capital can be increased without changing the ceiling.

c) New establishment

ARTICLE 164-(1) This Law and the provisions of the Cooperatives Law regarding the establishment of a new company within the framework of the division are applied. In the establishment of capital companies, the provisions regarding the minimum number of founders and capital in kind do not apply.

d) Interim balance sheet

ARTICLE 165-(1) An interim balance sheet is prepared if there is more than six months between the balance sheet date and the signing of the division agreement or the date of drawing up the division plan, or if significant changes have occurred in the assets of the companies participating in the division since the last balance sheet was issued.

(2) Without prejudice to the provisions stipulated in subparagraphs (a) and (b) of this paragraph, the provisions and standards pertaining to the annual balance sheet are applied to the interim balance sheet. For the interim balance sheet;

a) It is not necessary to take a physical inventory.

b) Valuations accepted in the final balance sheet are changed only to the extent of movements in the commercial books; Depreciations, value adjustments and provisions, and significant changes in value for the business that are not recognized from the commercial books are also taken into account.

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3. The right to examine the division documents (1)

a) Division agreement and division plan

aa) in general

ARTICLE 166-(1) If a company is to transfer parts of its assets to existing companies through division, a division agreement is made by the management bodies of the companies participating in the division.

(2) If a company is to transfer parts of its assets to companies to be established, through division, the management body draws up a division plan.

(3) Both the division agreement and the division plan must be made in writing and approved by the general assembly in accordance with the provisions of Article 173.

bb) Content of the division agreement and division plan

ARTICLE 167-(1) Partition contract and division plan in particular;

a) Trade names, headquarters and types of companies participating in the division,

b) Segmentation and allocation of assets and liabilities for transfer purposes; by clear definition, the inventory of these sections; the list showing the immovables, valuable papers and intangible assets one by one,

c) The exchange rate of the shares and the equalization amount to be paid when necessary, and the explanations of the partners of the transferor company regarding the partnership rights in the transferee company,

d) The transferee company; usufruct shares, shares without voting rights and the rights allocated to special right holders,

e) Exchange styles of company shares,

f) From what date the company shares will be entitled to the balance sheet profit and the characteristics of this right of claim,

g) The date on which the transactions of the transferor company are deemed to have been made for the account of the transferor company,

h) Special benefits granted to members of management bodies, managers, persons with management rights and auditors,

i) The list of business relations transferred to the acquiring companies as a result of the division,

It contains.

b) Assets outside the division

ARTICLE 168-(1) On assets not allocated in the division agreement or division plan;

a) In a full spin-off, the shareholding right falls to all the acquiring companies according to the ratio of the net assets transferred to them according to the spin-off agreement or plan.

b) In the case of partial division, the assets in question remain with the transferor company.

(2) The provision of the first paragraph is also applied to receivables and intangible property rights by analogy.

(3) Companies participating in a full spin-off are jointly liable for debts not allocated to any company according to the spin-off agreement or spin-off plan.

c) Division report

aa) Content

ARTICLE 169-(1) Management bodies of companies participating in the division prepare separate reports on the division; joint report is also valid.

(2)Report;

a) The purpose and results of the division,

b) Division agreement or division plan,

c) The exchange rates of the shares and the equalization amount to be paid when necessary, especially the explanations of the shareholders of the transferor company regarding their rights in the transferee company,

d) Characteristics of the valuation of shares in determining the exchange rate,

e) If necessary, additional payment obligations, other personal performance obligations and unlimited liability that will arise for the partners due to the division,

f) In case the types of companies participating in the division are different, the liabilities of the partners due to the new type,

g) The effects of the division on workers and its content; the content of the social plan, if any,

h) The effects of the demerger on the creditors of the companies participating in the demerger,

explains its legal and economic aspects and shows its reasons.

(3) In case of the existence of a new establishment, the contract of the new company is added to the division plan.

(4) If all partners approve, small and medium-sized companies may abandon the preparation of the division report. (1)

bb) Auditing the division contract or division plan and division report

ARTICLE 170-(Mülga: 26/6/2012-6335/43 md.)

d) Right to review

ARTICLE 171-(1) Each of the companies participating in the division, two months before the decision of the general assembly, at their headquarters, publicly held joint stock companies and also in places deemed appropriate by the Capital Markets Board;

a) Division contract or division plan,

b) Division report,

c) (Mülga: 26/6/2012-6335/43 md.)

d) Financial statements and annual reports of the last three years and interim balance sheets, if any,

submits it to the examination of the partners of the companies participating in the division.

(2) In case all partners approve, small and medium-sized companies may waive the right of inspection stipulated in the first paragraph. (1)

(3) The partners may request from the companies participating in the division to be given copies of the documents listed in the first paragraph. No fee or any other expense can be demanded for the copies.

(4) Each of the companies participating in the division shall publish an advertisement in the Turkish Trade Registry Gazette, and on the internet site of the capital companies, indicating their right to make an examination.

e) Information on changes in assets

ARTICLE 172-(1) Article 150 is applied by analogy to the changes in the assets of the companies participating in the division.

4. Division decision

ARTICLE 173-(1) After the guarantee stipulated in Article 175 is provided, the management bodies of the companies participating in the division present the division agreement or division plan to the general assembly.

(2) The approval decision is taken in accordance with the quorums stipulated in the first, third, fourth and sixth paragraphs of Article 151.

(3) In the division where the ratio is not preserved, the approval decision is taken by at least ninety percent of the shareholders who have the right to vote in the transferring company.

5. Provisions on protection

a) Protection of creditors

aa) Call

ARTICLE 174-(1) Creditors of companies participating in the demerger, in the Turkish Trade Registry Gazette, (…) (1) They are called upon to declare their receivables and make a request for a guarantee, by means of an announcement to be made three times at seven-day intervals, and also by an announcement to be placed on the website of capital companies. (1)

bb) Guaranteeing the receivables

ARTICLE 175-(1) Companies participating in the demerger are obliged to secure the receivables of the claimants within three months following the publication of the announcements stipulated in Article 174.

(2) In case of proof that the receivables of the creditors are not endangered by the division, the obligation of securing is eliminated.

(3) In case it is understood that other creditors will not suffer any loss, the company may pay the debt instead of providing collateral.

b) Liability

aa) Subsidiary liability of the companies participating in the division

ARTICLE 176-(1) If the company to which debt has been allocated by the division agreement or division plan, and thus the company that is primarily responsible, does not perform the receivables of the creditors, the other companies participating in the division, the companies with secondary responsibility, shall be jointly and severally liable.

(2) In order for companies with secondary responsibility to be followed up, the company whose receivables are not guaranteed and which is primarily responsible;

a) Bankrupt,

b) It has taken the concordat period,

c) Conditions for obtaining a final certificate of insolvency in an enforcement proceeding against him have arisen,

d) Its head office has moved abroad and is no longer traceable in Turkey, or

e) The location of its headquarters abroad has been changed and therefore its legal follow-up has become significantly more difficult.

bb) Personal liability of partners

ARTICLE 177-(1) The provisions of Article 158 shall apply to the personal responsibilities of the partners.

6. The passing of business relations

ARTICLE 178- (1) In full or partial division, the service contracts made with the workers pass to the transferee with all the rights and debts arising from this contract until the transfer day, unless the worker objects.

(2) If the worker objects, the service contract expires at the end of the statutory dismissal period; the transferee and the worker are obliged to fulfill the contract until that date.

(3) The former employer and the transferee are jointly liable for the receivables of the worker due before the division and the receivables due during the period until the service contract normally expires or ends due to the worker's objection.

(4) Unless otherwise agreed or the situation is clear, the employer cannot transfer the rights arising from the service contract to a third party.

(5) Workers may request that their due and due receivables be secured as stipulated in the first paragraph.

(6) The partners of the transferor company, who are responsible for the debts of the company before the division, are jointly and severally liable for debts arising from the service contract and due until the date of transfer, debts that would have become due if the service contract had normally expired or that would have arisen until the end of the service contract due to the employee's objection. They continue to be responsible.

7. Registration in the trade registry and validity

ARTICLE 179-(1) When the division is approved, the governing body requests the registration of the division.

(2) If the capital of the transferor company is required to be reduced due to a partial division, the relevant amendment of the articles of association is also registered.

(3) In case of full division, the transferring company is dissolved upon registration in the trade registry.

(4) The division becomes valid upon registration in the trade registry. At the time of registration, all assets and liabilities in the inventory pass to the transferee companies.

IV – Type change

1. General provisions

a) Principle

ARTICLE 180-(1) A company can change its legal form. The converted company is a continuation of the old one.

b) Valid type substitutions

ARTICLE 181- (1)a) A capital company;

1. To another type of capital company;

2. To a cooperative;

b) a collective company;

1. To a capital company;

2. To a cooperative;

3. To a limited partnership;

c) a limited partnership;

1. To a capital company;

2. To a cooperative;

3. To a collective company;

d) A cooperative can turn into a capital company.

c) Special regulation regarding the change of type of collective and limited partnership companies

ARTICLE 182 - (1) A limited liability company to a limited partnership;

a) The entry of a limited liability company into the collective company,

b) If a partner is limited, it can be transformed.

(2) A limited liability company to a limited liability company;

a) All commandiers leave the company,

b) It can be transformed by the fact that all commandites are limited.

(3) The provision of Article 257 regarding the continuation of a collective or commandite company as a sole proprietorship is reserved.

(4) The provisions of Articles 180 to 190 shall not be applied to the type changes to be made pursuant to this Article.

2. Protection of company share and rights

ARTICLE 183- (1) The company shares and rights of the partners are protected in the change of type. Shares of equal value or shares with voting rights are given to the holders of the shares lacking voting rights.

(2) In return for the privileged shares, shares of the same value are given or an appropriate compensation is paid.

(3) Rights of equal value are given in exchange for redeemed shares, or the actual value is paid on the date the conversion plan is drawn up.

3. Establishment and interim balance sheet

ARTICLE 184-(1) In changing the species, the provisions regarding the establishment of the new species are applied; However, in capital companies, the provisions regarding the minimum number of shareholders, the capital in kind and the signing of the articles of association by the founders are not applied.

(2) If more than six months have passed between the balance sheet date and the date of issue of the conversion report, or if significant changes have occurred in the assets of the company since the last balance sheet is issued, an interim balance sheet is prepared.

(3) Provided that the following provisions are reserved, the provisions and principles regarding the annual balance sheet are applied to the interim balance sheet. For the interim balance sheet;

a) It is not necessary to take a physical inventory;

b) Valuations accepted in the final balance sheet are changed only to the extent of transactions in the commercial ledger; Depreciations, value adjustments and provisions, and significant changes in value for the business that are not recognized from the commercial books are also taken into account.

4. Type change plan

ARTICLE 185– (1) The governing body draws up a type of change plan. The plan is subject to written form and the approval of the general assembly in accordance with Article 189. Type change plan;

a) The trade name of the company before and after the change of type, its headquarters and the phrase related to the new type,

b) Company contract of the new type,

c) It includes the number, type and amount of shares that the partners will have after the conversion or the explanations regarding the shares of the partners after the conversion.

5. Type change report

ARTICLE 186-(1) The governing body prepares a written report on conversion.

(2) In the report;

a) The purpose and consequences of conversion,

b) The establishment provisions regarding the new species have been fulfilled,

c) New company contract,

d) The rate of change regarding the shares to be owned by the partners after the conversion,

e) Additional payment and other personal performance obligations and personal responsibilities, if any, related to the partners, arising from the change of type,

f) Obligations arising from the new type for the partners

It is explained legally and economically and its justifications are shown.

(3) If all partners approve, small and medium-sized companies may abandon the preparation of the type conversion report. (1)

6. Checking the conversion plan and the conversion report

ARTICLE 187-(Mülga: 26/6/2012-6335/43 md.)

7. Right to review

ARTICLE 188 - (1) The company;

a) Type conversion plan,

b) Type conversion report,

c) (Mülga: 26/6/2012-6335/43 md.)

d) Financial statements of the last three years, interim balance sheet, if any,

thirty days before the decision is taken at the general assembly, it submits it to the examination of the partners at its headquarters and in public joint stock companies at places requested by the Capital Markets Board.

(2) Copies of the aforementioned documents are given free of charge to the partners upon request. The company informs the partners that they have the right to review appropriately.

8. Decision to change species and registration

ARTICLE 189-(1) The management body presents the type change plan and the company contract of the new type to the general assembly. The type change decision is taken with the following quorums: (2)

a) With two-thirds of the votes present in the general assembly, provided that two-thirds of the basic or issued capital is met in joint stock companies and limited partnerships whose capital is divided into shares, provided that the provision of sub-paragraph (b) of the fifth paragraph of Article 421 of the Law is reserved; In case of conversion to a limited liability company, if additional payment or personal performance liability will arise, with the approval of all partners;

b) In case a capital company turns into a cooperative, with the approval of all the partners;

c) In limited liability companies, by the decision of three-quarters of the partners, provided that they own at least three-quarters of the capital;

d) In cooperatives;

1. With the majority of the votes available in the general assembly, provided that at least two thirds of the partners are represented,

2. If additional payment, other personal performance obligations or personal liability are brought or these obligations or responsibilities are expanded, by the affirmative votes of two-thirds of the registered members of the cooperative,

e) In collective and limited partnership companies, the type change plan is approved unanimously by all partners. However, it may be stipulated in the articles of association that this decision can be taken with the affirmative vote of two-thirds of all the partners.

(2) The governing body registers the conversion and the contract of the new company. Type change gains legal validity with registration. The decision to change the type is announced in the Turkish Trade Registry Gazette.

9. Protection of creditors and employees

ARTICLE 190-(1) Article 158 shall apply to the personal responsibilities of the partners and Article 178 shall apply to the debts arising from employment contracts.

V – Common provisions

1. Examination of partnership shares and partnership rights

ARTICLE 191- (1) In case the partnership shares and partnership rights have not been properly protected in merger, demerger and type change or the provision for separation has not been determined appropriately, each partner shall, within two months from the announcement of the merger, division or conversion decision in the Turkish Trade Registry Gazette, to one of the companies participating in the said transactions. may request the determination of an appropriate equalization money from the commercial court of first instance in the place where its head office is located. The second paragraph of Article 140 shall not be applied in determining the equalization amount.

(2) If they are in the same legal situation as the plaintiff, the court decision shall also apply to all the partners of the companies participating in the merger, division or conversion.

(3) The expenses of the case belong to the transferee company. In case special circumstances justify, the court costs may be partially or completely borne by the plaintiff.

(4) The case for examining the protection of partnership shares or partnership rights does not affect the validity of the merger, division or change of type decision.

2. Cancellation of merger, division and conversion and consequences of deficiencies

ARTICLE 192-(1) Shareholders of companies participating in the merger, demerger or conversion, who have not voted positively for the merger, division and conversion decision in violation of Articles 134 to 190 and have recorded it in the minutes; they can file an action for annulment within two months following the announcement of this decision in the Turkish Trade Registry Gazette. In cases where the announcement is not required, the period starts from the date of registration.

(2) If the decision is taken by a governing body, this lawsuit may also be filed.

(3) In case of any defect in transactions related to merger, division and conversion, the court gives time to the parties to remedy it. If the legal disability cannot be remedied or not resolved within the given time, the court cancels the decision and takes the necessary measures.

3. Responsibility

ARTICLE 193-(1) All persons who have participated in mergers, divisions or conversions in any way are liable to companies, partners and creditors for the damages they have caused through their faults. The responsibilities of the founders are reserved.

(2)(Mülga: 26/6/2012-6335/43 md.)

(3) The provisions of Articles 202 to 208, 555, 557, 560 are reserved. In case of bankruptcy of a capital company or cooperative, Articles 556 and 570 and Article 98 of the Cooperatives Law are applied by analogy.

VI – Merger and conversion related to commercial enterprise

ARTICLE 194-(1) A commercial enterprise may merge with a trading company by being taken over by it. In this case, the provisions of Articles 138 to 140, 142 to 158 and articles 191 to 193 regarding common provisions are applied by analogy, depending on the type of the acquiring trading company.

(2) In the event that a commercial enterprise turns into a commercial company, Articles 182 to 193 may be applied by analogy.

(3) In order for a commercial company to be transformed into a commercial enterprise, all of the shares of the said commercial company must be taken over by the person or persons who will operate the commercial enterprise, and the commercial enterprise must be registered and announced in the trade registry on behalf of such person or persons. In this case, if the trading company converted into a commercial enterprise is a collective or commandite company, the person and persons who will operate the commercial enterprise and the former partners of the commercial company shall be jointly and severally liable according to their titles during the statute of limitations in Article 264. Articles 264 to 266 of this Law are also applied to the conversion.

(4)182. The provision of the third paragraph of the article is reserved.

G) Group of companies

I – Controller and subsidiary

ARTICLE 195– (1) a) A trading company, another trading company, directly or indirectly;

1. Has a majority of the voting rights, or

2. In accordance with the articles of association, if it has the right to elect a number of members constituting the majority that can take decisions in the management body, or

3. In addition to its own voting rights, based on a contract, alone or together with other shareholders or partners, it constitutes the majority of the voting rights,

b) If a trading company can control another trading company pursuant to a contract or by any other means,

The first company is the controlling company and the other is the subsidiary company. If at least one of these companies is headquartered in Turkey, the provisions regarding the group of companies in this Law are applied.

(2) Except for the cases stipulated in the first paragraph, it is presumed that the dominance of the first company exists if a trading company has the majority of the shares of another trading company or the shares that can take the decisions that can manage it.

(3) Domination of another company by a controlling company through one or more subsidiaries is indirect domination.

(4) Companies that are directly or indirectly affiliated with the controlling company form the group of companies together with it. Dominant companies are parent companies, subsidiaries are subsidiaries.

(5) In case the judge of the group of companies is an enterprise whose head office or settlement is located in the country or abroad, the provisions of Articles 195 to 209 and the provisions regarding the group of companies in this Law shall apply. The dominant undertaking is considered a merchant. Provisions regarding consolidated statements are reserved.

(6) In the application of the provisions regarding the group of companies, the term "board of directors" means the managers in limited companies, managers in limited partnerships and sole proprietorships, the management body in other legal entities, and the real person in real persons.

II – Calculation of share and vote ratios

ARTICLE 196– (1) The percentage of a trading company's participation in a capital company is found by dividing its share or the sum of the nominal values ​​of the shares in that capital company to the capital of the participating company. The shares of the third parties, which are taken both by the capital company and for its own account, are deducted from the main or issued capital of that company in the calculation.

(2) The percentage of a trading company's voting rights in a capital company is calculated by dividing the total of the voting rights that can be exercised arising from the shares of the trading company in that capital company to the total of all the available voting rights in the capital company. In the calculation, the voting rights arising from the shares held by the capital company and the shares of third parties, which are taken on its own account, are deducted.

(3) When calculating the shares of a trading company in a capital company, the shares owned by the companies affiliated to it or taken into account and held by third parties are also taken into account.

III – Mutual participation

ARTICLE 197-(1) Capital companies that own at least one fourth of each other's shares are in the position of mutual participation. Article 196 is applied in the calculation of the percentages of these shares. If one of the aforementioned companies dominates the other, the second company is also considered a subsidiary. If each of the companies in cross-share ownership is dominant over the other, both are considered subsidiary and controlling companies.

IV – Notification, registration and announcement obligations

ARTICLE 198-(1) If an undertaking owns, directly or indirectly, shares in an amount representing five, ten, twenty, twenty-five, thirty-three, fifty, sixty-seven or one hundred percent of the capital of a capital company, or if its shares fall below these percentages; The undertaking shall notify the situation to the capital company and the competent authorities specified in this Law and other laws, within ten days following the completion of the said transactions. The acquisition or disposal of shares at the rates stated above is disclosed under a separate heading in the annual activity and audit reports and announced on the website of the capital company.

Article 196 is applied in calculating the percentages of the shares. The members of the board of directors and managers of the enterprise and the capital company also make a notification regarding the shares of themselves, their spouses, their children under their custody, and the shares of the commercial companies in which they hold at least twenty percent of the capital in that capital company. Notifications are made in writing, registered and announced in the trade registry.

(2) Unless the notification, registration and announcement obligation stipulated in the first paragraph is fulfilled, other rights, including the voting right, pertaining to the relevant shares are frozen. Provisions regarding other legal consequences of non-fulfillment of the notification obligation are reserved.

(3) In order for the domination agreement to be valid, it is necessary to register and announce this agreement in the trade registry. The invalidity of the contract does not prevent the implementation of the provisions of this Law and other laws regarding the obligations and responsibilities of the group of companies.

V – Reports of affiliated and controlling companies

ARTICLE 199-(1) The board of directors of the affiliated company prepares a report on the company's relations with the controlling and affiliated companies within the first three months of the activity year. In the report, all legal transactions made by the company with the controlling company, a company affiliated to the controlling company, for the benefit of it or an affiliate company under the direction of the controlling company, and all other measures taken or avoided in favor of the controlling company or an affiliated company in the previous operating year. explanation is made. Acts and counter-performances in legal transactions, the reason for the measure and the benefits and losses for the company are stated in the measures. If the loss has been offset, how it actually happened during the operating year or what benefits the company has provided, a right to claim is also notified.

(2) The report must comply with the principles of fair and honest accountability.

(3) At the end of the report, the Board of Directors explains whether a suitable counter-action has been achieved in each legal action and whether the measure taken or avoided has inflicted damage on the company, according to the circumstances and conditions known to them at the time the legal action is taken or the measure is taken or avoided. If the company has incurred a loss, the board of directors also indicates whether the loss has been offset. This statement is only included in the annual report.

(4) Every member of the board of directors of the controlling company, from the chairman of the board of directors; the financial and asset status of the subsidiaries and their quarterly account results, the relations of the controlling company with its subsidiaries, with each other, with the shareholders of the controlling and subsidiary companies and their relatives; It may request that a report be prepared and presented to the Board of Directors on the transactions they have made and their results and effects, prepared in accordance with the principles of accountability that reflects the truth exactly and honestly, and that the conclusion part of it be added to the annual report and the audit report. If the affiliated companies cannot prove the existence of a justifiable reason for the refusal that is clear enough to leave no room for interpretation, they are obliged to provide the information and documents required for the preparation of this report to the experts of the controlling company assigned for this task. If the requesting member of the board of directors has done this for the benefit of a third party, he will be responsible for the consequences.

VI – Obtaining information about affiliated companies

ARTICLE 200-(1) At the general assembly meeting, each shareholder of the controlling company, the financial and asset status of the subsidiaries and the results of the accounts, the relations of the controlling company with its subsidiaries, with each other, with the shareholders, managers and their relatives of the controlling and subsidiary companies, their transactions and their results. He may request that satisfactory information be given about him, in accordance with the principles of accountability, which reflects the truth exactly and honestly.

VII – Freezing of rights

ARTICLE 201-(1) Another capital company that acquires the shares of a capital company and knowingly enters the position of mutual participation, can use only one fourth of its total votes and other shareholding rights arising from the shares that are the subject of participation; Except for the right to acquire bonus shares, all other shareholding rights are frozen. The said shares are not taken into account in the calculation of the meeting and decision quorum. The provisions of Articles 389 and 612 are reserved.

(2) The limitation stipulated in the first paragraph shall not be applied if the subsidiary company acquires the shares of the controlling company or if both companies dominate each other.

VIII – Responsibility

1. Unlawful use of domination

ARTICLE 202-(1)a) The controlling company cannot use its dominance in a way that will cause the subsidiary to lose. In particular, the subsidiary, business, assets, funds, personnel, to take legal transactions such as receivables and debts; to reduce or transfer its profits; to limit its assets with real or personal rights; to undertake responsibilities such as giving surety, guarantee and bill of exchange; to make payments; may not lead them to take decisions or measures that negatively affect their efficiency or activities, such as not renewing their facilities, limiting or stopping their investments, or avoiding taking measures to ensure their development without a justified reason; unless the loss is actually offset in that operating year, or by specifying how and when the loss will be offset, the affiliate is entitled to an equivalent claim until the end of that operating year at the latest.

b) If the equalization is not actually fulfilled within the operating year or if an equivalent claim is not granted within the period, each shareholder of the subsidiary company may request compensation from the controlling company and its members of the board of directors who caused the loss. If the judge, upon request or ex officio, would find it appropriate in the concrete case, instead of compensation, he may decide on the purchase of the shares of the claimant shareholders by the controlling company, or another acceptable solution, which is appropriate for the situation, in accordance with the provisions of the second paragraph of this article.

c) Creditors may also request that the company's losses be paid to the company, even if the company has not gone bankrupt pursuant to subparagraph (b).

d) If it is proved that the transaction causing the loss, under the same or similar conditions, can be made or avoided by the members of the board of directors of an independent company, who takes care of the company's interests in accordance with the rule of honesty and acts with the care of a prudent manager, no compensation shall be awarded.

e) Articles 553, 555 to 557, 560 and 561 are applied by analogy to the lawsuit filed by shareholders and creditors. In case the headquarters of the dominant undertaking is located abroad, the compensation case is filed in the commercial court of first instance where the headquarters of the subsidiary company is located.

(2) In transactions such as merger, division, type change, termination, issuance of securities and important articles of association, which are carried out with the application of dominance and which do not have a clearly comprehensible reason for the subsidiary company, the person who votes against the general assembly resolution and records it in the minutes or the board of directors does so. Shareholders objecting in writing to their decisions on and similar issues; they may request from the court the compensation of their losses or the purchase of their shares with at least the stock market value, if there is no such value, or if there is no such value, or if the stock market value does not comply with the fairness, with the real value or at a value to be determined according to a generally accepted method. While determining the value, the data closest to the court decision are taken as basis. The lawsuit for compensation or the purchase of shares becomes time-barred in two years, starting from the date of the general assembly decision or the announcement of the board of directors decision.

(3) When the lawsuit stipulated in the second paragraph is filed, it is decided to deposit the money in the amount that covers the possible losses of the plaintiffs or the purchase value of the shares as collateral in a bank to be determined by the court, on behalf of the court. Unless the collateral is paid, no action can be taken regarding the general assembly or board of directors' decision. In the event that the lawsuits stipulated in the first and second paragraphs of this article are filed in bad faith, the defendant may request from the plaintiffs that the damage he has suffered be compensated jointly and that a guarantee be deposited in the court.

(4) Other rights granted to shareholders and partners in mergers, divisions and conversions are reserved.

(5) The directors of the subsidiary company may request the dominant undertaking to undertake, with a contract, all the legal consequences of their responsibilities that may arise against the shareholders and creditors due to the provisions of this article.

2. In full dominion

a) Instruction

ARTICLE 203- (1) If a trading company directly or indirectly owns XNUMX percent of the shares and voting rights of a capital company, the board of directors of the controlling company is responsible for the direction and management of the subsidiary company, even if they are of a nature that may cause loss, provided that the determined and concrete policies of the group are required. may give instructions. The organs of the affiliated company must comply with the instruction.

b) Exception

ARTICLE 204-(1) No instruction can be given that clearly exceeds the solvency of the subsidiary, may endanger its existence or cause it to lose important assets.

c) The irresponsibility of the organs of the affiliated company towards the company and its shareholders

ARTICLE 205-(1) Members of the subsidiary's board of directors, managers and those who may be held liable cannot be held liable to the company and its shareholders due to their compliance with the instructions within the scope of Articles 203 and 204.

d) Right of action of the creditors of the company

ARTICLE 206-(1) If the loss incurred in the subsidiary company due to the instructions given by the controlling company and its executives within the framework of Article 203, is not compensated within that accounting year, or if an equivalent claim is not granted to the company by specifying the time and form, the creditors who suffered the loss shall be liable to the holding company and its responsible for the loss. may file a lawsuit against the members of the board of directors. Defendants can rely on subparagraph (d) of the first paragraph of Article 202. Subparagraph (e) of the first paragraph of Article 202 is applied to this case.

 (2) Defendants can avoid liability by proving that, in claims arising from credit and similar reasons, the plaintiff has entered into a relationship that gave rise to the claim, knowing that no equalization has been made or that the right to claim has not been granted, or that he should have known about this situation due to the nature of the business.

IX – Miscellaneous provisions

1. Custom inspection

ARTICLE 207– (1) Auditor, (…) (1) special auditor, early detection and management of risk committee; If the subsidiary company has expressed an opinion indicating the existence of fraud or fraud in its relations with the controlling company or another affiliated company, each shareholder of the subsidiary company may request the appointment of a special auditor from the commercial court of first instance in the place where the company headquarters is located, in order to clarify this issue. (1)

2. Right to purchase

ARTICLE 208-(1) If the controlling company, directly or indirectly, owns at least ninety percent of the shares and voting rights of a capital company, if the minority prevents the company from working, acts against the rule of good faith, causes noticeable trouble or acts recklessly, if the controlling company has the minority's shares, the stock market value otherwise, it can be purchased with the value determined as stipulated in the second paragraph of Article 202.

3. Responsibility arising from trust

ARTICLE 209- (1) The controlling company is responsible for the trust created by the use of this reputation in cases where the reputation of the group reaches a level that gives confidence to the society or the consumer.

H) Regulation and inspection authority of the Ministry of Customs and Trade (2)

ARTICLE 210- (Değişik: 26/6/2012-6335/13 md.)

(1) The Ministry of Customs and Trade is authorized to issue communiqués regarding the implementation of the provisions of this Law regarding commercial companies. Trade registry offices and companies comply with these communiqués. The transactions of trade companies within the scope of this Law are inspected by the inspection staff of the Ministry of Customs and Trade. The principles and procedure of this inspection and the transactions subject to inspection are regulated by a regulation prepared by the Ministry.

(2) Other ministries, institutions, boards and organizations may make regulations regarding companies only on the condition that they remain within the limits of the authority granted to them by law and subject to the foreseen purpose, subject and form.

(3) Without prejudice to the provisions of special laws, the Ministry of Customs and Trade, within one year from the learning of such transactions, preparations or activities, regarding the commercial companies determined to be involved in transactions contrary to public order or the subject of business, or in preparations for this purpose, or to engage in collusive business and activities. termination proceedings may be initiated.

PART TWO – Collective Company
SECTION ONE - Nature and Establishment of the Company
A) Definition

ARTICLE 211-(1) A collective company is a company established between real persons for the purpose of operating a commercial enterprise under a trade name, and the liability of any of its partners is not limited to the creditors of the company.

B) Contract

I - Figure

ARTICLE 212-(1) Collective company agreement is subject to written form; In addition, the signatures in the contract must be notarized or the company contract must be signed in the presence of the trade registry director or his deputy. (Additional sentence: 15/7/2016-6728/67 md.)In the establishment of the company, valuable paper price is not collected from the papers containing the articles of association. (1)

II – Mandatory registrations

ARTICLE 213-(1) It is obligatory to write the following records in the collective company agreement:

a) Names and surnames, place of residence and citizenship of the partners.

b) The company is a collective.

c) The company's trade name and headquarters.

d) The business subject of the company, with its essential points specified and defined.

e) The amount of money each partner undertakes to put as capital; the value of the non-monetary capital and how that value has been determined; If personal labor is included as capital, the nature, scope and value of this labor.

f) Names and surnames of persons authorized to represent the company, whether they are authorized to sign alone or together.

(2) Partners can put any records they wish in the articles of association, provided that they do not contradict the mandatory provisions.

III – Deficiencies

ARTICLE 214-(1) A collective company whose contract has not been made legally or one or some of the records that are obligatory to be included in the contract are incomplete or invalid, is considered an ordinary company, and the provisions of the Turkish Code of Obligations regarding ordinary companies are applied, provided that the provision of Article 216 is reserved.

(2) The provision of Article 12 is reserved.

C) Registration

I – Liability

ARTICLE 215-(1) Those who establish a collective company are obliged to submit a notarized copy of the company contract to the trade registry where the company headquarters is located within fifteen days from the date of approval, and request the registration of the company. The copy is kept by the registry office, and the records that are obligatory to be included in the contract pursuant to Article 213 and other matters ordered by law are registered and announced. (Additional sentence: 15/7/2016-6728/67 md.) In case the company contract is signed in the presence of the trade registry director or his assistant, the above-mentioned registration and announcement is provided by keeping the copy by the trade registry directorate.

II – Failure to fulfill the obligation

ARTICLE 216-(1) If business is started on behalf of the company without fulfilling the registration obligation, the partners are jointly and severally liable to third parties for the work they undertake.

(2) The same provision is also valid in case of making a transaction with third parties or committing a tortious act against them under a common title, even if it does not contain a record showing the type of company, without a collective company agreement.

SECTION TWO – Relationships Between Partners
A) Freedom of contract

ARTICLE 217-(1) Freedom of contract applies in the regulation of the relations of the partners with each other.

B) Management of the company

I – Who owns the management

1. In general

ARTICLE 218-(1) Each of the partners has the right and duty to manage the company separately. However, management jobs can be given to one, several or all of the partners, by the articles of association or by the decision of the majority of the partners.

(2) Provisions regarding commercial agents and other commercial proxies are reserved.

2. Dismissal

a) Assignment by company contract

ARTICLE 219-(1) If the management works are given to a partner by the articles of association, his management rights and duties cannot be limited by the other partners and he cannot be dismissed. However, in the presence of justified reasons, upon the request of one of the partners, the right and duty of management may be limited or withdrawn by a court decision. Circumstances such as negligence, gross negligence or impotence in the performance of duty are considered justifiable grounds.

b) Assignment by decision of the partners

ARTICLE 220-(1) If the management works are given to a partner by a decision taken after the company contract is concluded, that partner can be dismissed by the decision of the majority of the partners. If the majority cannot be obtained, each partner may apply to the court for the dismissal of the relevant managing partner, alleging that the managing partner violated the articles of association or has justified grounds in the event.

3. Acting alone or together in management affairs

ARTICLE 221-(1) If the management of the company's affairs is given to all or a few of the partners, each of them has the right and duty of management alone. However, if some of the partners who are responsible for managing the company argue that a job to be done is not in the interests of the company, other partners who have the right and duty of management can do that job with a majority decision.

(2) If it is written in the articles of association that the partners who have been given the management of the company's affairs act together, the partners must agree on every job, with the exception of cases where there is a danger in delay. If they cannot come to an agreement, the situation is brought to the shareholders' board and action is taken according to the decision to be made by this board.

4. Objection of other partners

ARTICLE 222-(1) If the management is given to a partner with the articles of association, this partner can take the necessary actions for the management of the company, even if the other partners object and oppose, provided that it is not based on fraud.

II – Scope of management

ARTICLE 223-(1) Matters within the scope of the management of the company are limited to the ordinary transactions and works required to achieve the purpose and subject of the company. Those who manage the company are also authorized to arbitrate by settlement, waiver and acceptance, on the condition that it is limited to ordinary transactions and works, in the works they deem appropriate for the company's benefit. In so far, ordinary business such as making a donation, being a guarantor, giving a guarantee in favor of a third party, appointing a commercial representative and, if it is not within the scope of the company, selling immovables, buying them, providing collateral, disposing of the means of production pertaining to the essence of the company, pledging or establishing a commercial enterprise pledge. The unanimous consent of the partners is required in matters other than transactions and transactions.

III – Interest paying debt

ARTICLE 224- (1) The partner, immediately, the money he has withdrawn from the company without authorization and collected from somewhere on the account of the company; The loan received from the company is obliged to give it to the company with interest from the date it is received.

C) Audit

ARTICLE 225-(1) Even though a partner does not have the right and duty of management, he has the right to personally obtain information about the course of the company's affairs, to examine the documents and books of the company, and to draw up a chart of accounts that will show the financial status of the company accordingly. Any contract contrary to this is void.

D) Voting rights and decisions

ARTICLE 226- (1) Each partner has one vote. A contract contrary to this is void.

(2) Decisions regarding the amendment of the articles of association in any way whatsoever, are made unanimously, and other decisions are made by the majority of the partners, unless there is a contrary provision in the law or the articles of association.

(3) “Unanimous” means the decisions that must be taken with the affirmative votes of all the partners in the company, and “majority” of the absolute majority of the partners in the company.

E) Right to profit share and participation in loss

I – Issuing financial statements

ARTICLE 227- (1) At the end of the operating period of the company, the managing partners prepare and sign the financial statements in accordance with the provisions of articles 64 to 88 of this Law on commercial books and submit them to the approval of the board of shareholders. Financial statements become final with the approval of the majority of the partners. Provided that the provisions of the second paragraph are reserved, the distribution of profit is also decided at the same meeting. If this decision is contrary to the law, company contract, company decisions or good faith, the partners can file an action for annulment within three months from the date of the decision on the use of profit.

(2) The partners may leave the determination of their share of the profit and loss to one of them or a third person, with the articles of association or with a decision they will take later. It is essential that the decision of this partner or the third party is not contrary to equity. The right of action is lost in cases that show explicit or implied acceptance, such as three months have passed since the aforementioned decision was learned, the determined profit share is fully or partially received by the partner, or it is transferred to another person, the payment of the loss is started.

(3) If the decision regarding the sharing of profit and loss is contrary to the rules of equity, it is annulled by the court. In this case, profit and loss are shared in accordance with the provisions of the ordinary company.

(4) If stipulated in the articles of association, interest and fees are paid within the activity period.

II – Partner's requests

ARTICLE 228-(1) Each partner, his share of the profit realized from the company at the end of the operating period, the interest of the money he lent to the company and the capital he has invested, if agreed, the fee he is entitled to in accordance with the company contract; according to the law or company contract, if the year-end balance sheet has not been prepared, it has the right to be prepared, if the profit share is not determined in the balance sheet, to be determined and to demand its receivables.

(2) Contract terms that result in the removal or restriction of the rights granted to the partner by this article are invalid.

III- Loss share

ARTICLE 229- (1) Unless the partners take a unanimous decision, no partner can be compelled to complete the deducted portion of his capital.

(2) The portion of the capital that is decreased by loss is covered by the profit to be realized, unless there is a contrary decision.

F) Prohibition of competition

I - Rule

ARTICLE 230-(1) A partner may not perform commercial activities of the company of which he is a partner, on his own account or on behalf of someone else, without the consent of the other partners, and may not enter a company dealing with the same type of commercial affairs as an unrestricted partner.

(2) If the other partners know that a partner who joins a newly established company is also one of the unrestricted partners of another previously established company, but the other partners know that they have not clearly agreed to terminate their dismissal from the previous company, it is assumed that they have accepted this situation.

II – Deviant act

ARTICLE 231-(1) If a partner acts in violation of Article 230, the company is free to demand compensation from this partner or, instead of indemnification, to consider the work done by this partner on behalf of himself as being done on behalf of the company, and to request that the benefits arising from the work he has done on behalf of third parties be left to the company.

(2) Other partners mostly decide on one of these options. This right expires three months from the date on which it is learned that a transaction has been made or that the partner has joined another company, and in any case, one year after the transaction is made.

(3) The above provisions do not affect the rights of the partners whose rights are violated to request the dissolution of the company.

SECTION THREE - Relations of the Company and Partners with Third Parties
A) Acquisition of legal personality

ARTICLE 232-(1) A collective company gains legal personality upon registration in the trade registry. On the contrary, the contract is void against third parties.

B) representation

I – Scope

ARTICLE 233- (1) The person authorized to represent the company has the authority to carry out all kinds of business and legal transactions within the scope of the company's business on behalf of the company and to use the company's title. Any condition limiting this authority cannot be asserted against third parties in good faith.

(2) However, if joint signature is a condition for the joining of the company in accordance with the necessary provisions of the registration and announcement of the articles of association, this condition is also valid against third parties.

II – Provisions

ARTICLE 234- (1) The company becomes a creditor and debtor due to the transactions made on behalf of the company, expressly or implicitly, by the persons authorized to represent the company.

(2) The company is also directly responsible for tortious acts committed by a partner while performing his duties belonging to the company.

III – Removal of representation authority

ARTICLE 235-(1) In the presence of justified reasons, the power of representation may be revoked by the court upon the application of a partner. In cases where there is a danger in delay, the court may abolish the power of representation as a precautionary measure and give this authority to a trustee. The court registers and announces the appointment of the trustee, their duties, the power of representation given by the court and their limits.

(2) The commercial representative may be dismissed by all of the partners having the authority to represent, valid against third parties.

C) Status of company creditors

I – Personal liability of partners

ARTICLE 236-(1) The partners are responsible for the debts and commitments of the company jointly and with all their assets.

(2) Even if the new entrant to the company was born before the date of entry, he is responsible for the debts and commitments of the company jointly with other partners and with all his assets.

(3) Conditions put into the contract contrary to the first and second paragraphs do not apply to third parties.

II- Degree of responsibility

ARTICLE 237-(1) The company is primarily responsible for the company's debts and commitments. However, if the enforcement proceedings against the company are fruitless or the company has been terminated for any reason, a lawsuit can be filed against the company and a follow-up can be made only together with the partner or partner.

(2) The above provisions do not prevent the imposition of lien on the personal property of the partners. The period stipulated in the first paragraph of Article 264 of the Enforcement and Bankruptcy Law regarding the precautionary seizures made under the provision of this paragraph starts to run from the date on which the authority to initiate a lawsuit or proceeding against the partner arises as per the second sentence of the first paragraph. However, if no proceedings or lawsuits are initiated against the company within the legal period from the notification of the provisional attachment report, the provisional attachment shall be rendered.

III - Court decision

ARTICLE 238-(1) Only the court decision taken against the company cannot be enforced against the partners unless the proceedings against the company fail or the company is dissolved for any reason.

(2) If the debt is not paid despite the notification of the execution order to the company, the creditor may directly request bankruptcy of the partners or some of the partners together with the company.

IV- Bankruptcy

1. Bankruptcy of the company

ARTICLE 239-(1) In the event of the company's bankruptcy, the personal creditors of the partners cannot apply to the company properties unless the creditors of the company have received their receivables.

2. Bankruptcy of the company and partners

ARTICLE 240-(1) The bankruptcy of the company does not require the bankruptcy of the partners. However, if the money is not deposited despite the deposit decision, the creditor may request the court to notify the shareholders or some of them of the warehouse decision and to decide on their bankruptcy together with the company if they do not fulfill the requirements. If the creditor, who has not exercised this right, cannot fully take his receivables from the company desk, his partners also reserve the right to proceed through bankruptcy.

(2) If the property of the partners is filed through ordinary proceedings or bankruptcy, there is no right of priority and privilege between their personal creditors and the creditors of the company. However, these rights of those who have legal priority right among personal creditors are reserved.

3. Rights of partners

ARTICLE 241- (1) In the event of the company's bankruptcy, the partners cannot enter the table for the capital they have put in and the running interests; however, they can enter the table like any creditor for the accrued interest and fees and the expenses they make in favor of the company.

V – Swap

ARTICLE 242- (1) A person who is indebted to the company cannot exchange this debt with his receivable from one of the partners.

(2) A partner cannot exchange his debt to his personal creditor for a debt of the company to the same person.

(3) On the other hand, if a creditor of the company is also a personal debtor of one of the partners, as per Articles 237 and 240, from the moment the partner can be followed personally for the debt of the company, both the creditor of the company and the partner have the right of clearing.

SECTION FOUR – Dissolution of the Company and Departure of the Partner
A) expiration

I – Causes

1. In general

ARTICLE 243 - (1) Without prejudice to the provision of Article 253, the collective companies are terminated by the realization of one of the following reasons stipulated in Articles 639 and 640 of the Turkish Code of Obligations:

a) Bankruptcy of the company even if it has resulted in a concordat.

b) Despite the loss of all or two thirds of the company's capital, it has not been decided to complete the capital or to be satisfied with the remaining capital.

c) Merger of the company with another company.

d) If no registration or announcement has been made within or after the time period specified in Article 215 of the Law, no matter how long has passed, the court decides to terminate upon the request of any of the partners and on the condition that this partner has sent a notice containing a suitable period to the other partners through a notary public.

e) Bankruptcy of one of the partners, without prejudice to the provisions of Article 254.

2. Exceptions

ARTICLE 244 - (1) The general provision in the articles of association, in which it is stated that the company will not be dissolved in the presence of any of the reasons for dissolution, without stating a specific or several reasons, shall not be valid. However, provided that it is not contrary to the mandatory provisions of the law, it may be accepted in the articles of association that certain reasons for termination will not result in the termination of the company.

3. Justified reasons

ARTICLE 245- (1) A just cause is the fact that the actual or personal reasons leading to the establishment of the company have disappeared in a way that makes it impossible or difficult to obtain the business subject of the company; especially;

a) A partner has betrayed the company in the management of the company or in the settlement of its accounts,

b) Failure of a partner to fulfill his main duties and debts,

c) Misuse of the company's trade name or property for the personal interests of a partner,

d) A partner loses the ability and competence necessary to carry out the business of the company he has taken over, due to a permanent illness or other reason,

Situations like this are justified.

(2) Pursuant to subparagraphs (a), (b) and (c), the partner for whom the reason for termination has arisen does not have the right to sue.

4. Special circumstances

a) Failure to fulfill the capital investment debt

ARTICLE 246-(1) In order to file a lawsuit for termination due to non-fulfillment of the capital investment debt, a notice containing the appropriate time is sent to the partner through the notary public. The notice also includes the notice of fulfillment of the debt within the given period.

b) presumption

ARTICLE 247-(1) Companies that have been implicitly extended by continuing their business after the expiry of the company term stipulated in the articles of association or whose term has been linked to the life of a partner are deemed to be companies with an indefinite term.

5. Status of personal creditors

a) Right to object in case of extension of company term

ARTICLE 248-(1) The personal creditor of any of the partners may object to the decision regarding the extension of the company's term taken by the partners.

(2) In order to object, the creditor must rely on a court decision or a document of that nature or a finalized enforcement proceeding, and apply to a notary public for the notification of the objection through a notary public within fifteen days from the date of the announcement of the extension decision. If it is not done in due time, the right to appeal is forfeited.

(3) If the decision regarding the extension of the period has not been registered and announced, the creditor can always object to this decision.

b) The right to demand attachment and dissolution of the company

ARTICLE 249- (1) If a partner's personal creditor does not receive his/her receivables from the debtor's personal properties and the profit share in the company pursuant to Article 133, he is authorized to have the share that will fall on the debtor partner at the end of the liquidation put a lien and to request the dissolution of the company with a six-month notice and provision for the end of the accounting year. .

(2) If the company or other partners pay the debt before the court decides to dissolve, the termination case is dismissed.

II – Provisions

1. Registration and announcement

ARTICLE 250-(1) In the event of the dissolution of the company, the partners are obliged to register and announce the dissolution. In the event of the dissolution of the company due to bankruptcy, this obligation belongs to the bankruptcy officer.

(2) If the dissolution of the company is due to the death of a partner, the registration and announcement petition, all other partners together with the heirs of the deceased partner; It is given by the surviving partners in cases where it is impossible or difficult for the heirs to participate.

2. Termination of the management rights of the partners

ARTICLE 251-(1) Those authorized to manage the company cannot transact on behalf and account of the dissolved company; otherwise, they will be jointly and unlimitedly liable for these transactions. The provisions of Article 252 are reserved.

(2) Unless the termination is registered and announced in accordance with the law, all partners continue to be liable to third parties.

3. Interim administration

ARTICLE 252- (1) In the event that a partner is restricted or declared bankrupt, Article 641 of the Turkish Code of Obligations is applied.

B) Partners leave the company

I - Exceptions

1. Partner's death

ARTICLE 253-(1) If there is no regulation in the articles of association stating that the company will continue with the heirs of the deceased partner, the company can continue among them upon the unanimous decision of the heirs and other partners. If the heirs or one of them do not consent to stay in the company, the other partners can pay the heirs of the deceased partner's dissenting heirs from the company and continue the company between them. In this case, if one of the surviving partners does not approve the continuation of the company, the company is dissolved unless unanimous consent is reached.

(2) If there is a provision in the articles of association that the company will continue as a collective company between the heirs of the deceased partner and other partners, the heirs are free to continue with the company as a collective. If the heirs want the company to continue, the other partners must agree to this request. However, if there is an heir who does not want to stay in the company as a collective, he can propose to be accepted into the company as a limited liability company with the amount falling from the share of the deceased partner. Other partners do not have to accept this proposal. The heirs must notify the company within three months from the date of death of the partner whether they will enter the company as a collective partner or a limited partner. Until the situation is notified to the company, the heirs are deemed to remain in the company as limited partners. The heirs who have not made a notification within this period take the title of collective partner as of the expiry of the period.

2. Partner's bankruptcy

ARTICLE 254– (1) In case of bankruptcy of one of the partners, the bankrupt partner may be expelled from the company. In this case, the company continues among the other partners and the bankrupt's share is paid to the table. In so far, this right of the partners can be removed by contract.

3. Justified reasons

ARTICLE 255-(1) In cases where the dissolution of the company may be requested due to reasons arising from a partner himself, all other partners may decide to dismiss that partner from the company and to continue the company. In the articles of association, it can be foreseen that this decision will be taken by majority.

(2) The removed partner may file a lawsuit for the annulment of the opposition against the company within three months of the notification of this decision through the notary public.

(3) In the event that a dismissal decision cannot be taken pursuant to the first paragraph, each partner may request the dismissal of the said partner from the company and the determination of the separation share from the commercial court of first instance in the place where the company headquarters is located.

4. Notice of termination

ARTICLE 256- (1) In companies with an indefinite duration, if one of the partners gives notice of the dissolution of the company, the other partners may not accept the termination and may decide to remove that partner from the company and continue the company among themselves.

(2) The provision of the first paragraph is also valid in cases where the personal creditor of a partner exercises the right of objection or termination pursuant to Articles 248 or 249.

(3) In this case, the decision regarding the continuation of the company is notified to the creditor and the debtor partner is removed from the company at the end of the activity period.

5. In the company of two

a) In the presence of justifiable reasons

ARTICLE 257- (1) In a collective company consisting of only two persons, if there are justifiable reasons for the dismissal of one of the partners from the company, upon the request of the other partner, all business and transactions, assets, receivables and debts of the company are left to the plaintiff partner and the other partner is expelled from the company, without the court's decision to terminate and liquidate. can decide. In this case, the provision of Article 262 shall apply to the partner who has been removed.

b) In the presence of other reasons

ARTICLE 258-(1) In a company consisting of two persons, if the personal creditor of one of the partners exercises his right of objection or termination pursuant to Articles 248, 249 and 256, or if one of the partners goes bankrupt, the other partner may benefit from Article 257.

II – Provisions

1. Registration

ARTICLE 259– (1) In case a partner leaves the company or is expelled, the other partners are obliged to register and announce it.

(2) In case of death of a partner, the second paragraph of Article 250 is applied.

(3) The exit or removal of a partner from the company is valid against third parties only as of the date of registration and announcement.

(4) The exiting or expelled partner is liable to third parties for the company transactions made until the date of registration and announcement of this situation.

2. Share of the leaving partner

a) Calculation method

ARTICLE 260-(1) The share of the partner who has left or been removed from the company is calculated on the basis of the company's assets on the closest date to the decision date in case of a dispute, unless there is a contrary provision in the articles of association.

b) Payment method

ARTICLE 261-(1) The removed or exiting partner can only receive his share calculated in accordance with Article 260 from the company in cash.

c) Payment time

ARTICLE 262– (1) The share of the exiting or exiting partner to be calculated according to the rules written in Article 260 is paid on the date indicated in the articles of association and on the first balance sheet date to be issued after the separation if there is no provision in the articles of association.

(2) The removed or exiting partner cannot take the capital share in the company unless the businesses entered into before the date of separation are liquidated.

d) Incomplete works

ARTICLE 263-(1) The exited or exiting partner participates in the rights and obligations which are the direct results of the works started before the separation.

(2) The partner who has been removed or exited cannot prevent the previously started works from being completed and concluded in a way that will be deemed beneficial by the remaining partners. However, if the immediate liquidation of the aforementioned works is not possible, the exiting or dismissed partner may request, at the end of each activity period, to be informed about the accounts of the works completed in that year and the status of the ongoing transactions at that date.

e) Timeout

ARTICLE 264-(1) For the debts of the company, the claim rights of the company's creditors to the partners expire three years after the partner's departure from the company, the dissolution of the company or the publication of the bankruptcy in the Turkish Trade Registry Gazette; however, due to its nature, in cases where the receivable is tied to a shorter statute of limitations, that statute of limitations applies.

(2) If the receivable becomes due after the announcement, the statute of limitations begins to run from the moment of due date.

(3) The statute of limitations stipulated in this article does not apply to the receivables of the partners against each other.

f) Special circumstances

ARTICLE 265-(1) The three-year statute of limitations in Article 264 cannot be claimed against a creditor who applies only to unshared company assets to obtain his right.

(2) If a partner takes over the commercial enterprise of the company, he cannot claim a three-year statute of limitations against the creditors. On the other hand, a two-year statute of limitations is applied to the partners who leave due to the takeover, in accordance with the transfer of debt provisions. In the event that the third party takes over the commercial enterprise with its receivables and debts, the two-year statute of limitations applies.

g) Termination of the statute of limitations

ARTICLE 266-(1) The termination of the statute of limitations against the surviving company or another partner does not result in the termination of the statute of limitations against the partner leaving the company.

SECTION FIVE – Liquidation
A) General provisions

I – Freedom of contract

Rule 1

ARTICLE 267-(1) In cases where there is no different regulation in the articles of association, the liquidation is made in accordance with the provisions of this Section.

2. Obligation to comply with the decisions of the partners

ARTICLE 268-(1) Liquidation officers act in accordance with the unanimous decisions of the partners regarding the liquidation during the liquidation.

(2) The right to participate in the decisions regarding the appointment and dismissal of liquidators, or the instruction to be given to them, belongs to the bankruptcy administration in the case of a partner's bankruptcy, to the heirs in the event of his death, and to his legal representative in case of restriction. The heirs themselves, have them represented by a representative they will unanimously appoint. If unanimous consent is not reached, the appointment of the representative rests with the court.

(3) Disputes between the partners and the liquidation officers are settled according to the simple procedure. Liquidators and partners are heard in the proceedings. The decision must be made as soon as possible. Decisions on this matter are final.

II – Continuation of legal entity

ARTICLE 269- (1) The company, which has entered into liquidation, also in its relations with the partners, without prejudice to the provision of Article 293, its capacity remains limited for this purpose until the end of the liquidation, and it continues to use its trade name by adding the phrase "in liquidation".

III - Bankruptcy

ARTICLE 270-(1) The liquidation of a collective company does not constitute an obstacle to its bankruptcy.

IV – Preemption right of company creditors

ARTICLE 271-(1) The pre-emptive rights of the creditors of the collective company against the personal receivables of the partners on the company properties continue even after the dissolution of the company.

B) Liquidators

I - in general

ARTICLE 272-(1) The liquidation of the collective company belongs to the liquidators in cases of dissolution other than bankruptcy.

II – Election and assignment

ARTICLE 273-(1) Liquidators are elected unanimously by the partners, during the continuation of the company or after the termination of the company.

(2) If a liquidator has not been elected in accordance with the provisions of the first paragraph, all partners or their legal representatives are considered liquidators. However, upon the request of one of the partners, the commercial court in the place where the head office of the company is located appoints one or more liquidators for the company in liquidation. If the court deems it necessary, it can listen to the other partners by notifying the petition.

(3) The liquidators to be elected by the partners or to be appointed by the court may be among the partners or third parties.

III – Dismissal

1. Partners who are liquidators

a) Appointment before expiration

ARTICLE 274-(1) Liquidators may be dismissed by a company agreement or by a decision of the partners before the dissolution of the company, if they are selected from among the partners, by a unanimous decision of the other partners. If a unanimous vote cannot be reached, they can be dismissed by the court upon the request of any of the partners, if there are justified reasons.

(2) The case for dismissal can also be filed before the dissolution of the company.

b) Assignment after expiration

ARTICLE 275– (1) After the dissolution of the company, the liquidators elected among the partners can be dismissed with a unanimous decision of the other partners. If a unanimous vote cannot be reached, they can be dismissed by the court upon the request of any of the partners, if there are justified reasons.

2. Non-partner liquidators

ARTICLE 276-(1) Liquidators who are not partners can be dismissed only by a unanimous decision of the partners, even if they are elected by the articles of association or by a subsequent decision or after the dissolution of the company. If a unanimous vote cannot be reached, they can be dismissed by the court for justified reasons upon the request of any of the partners.

(2) The case for dismissal can also be filed before the company's dissolution.

3. Court-appointed liquidators

ARTICLE 277-(1) Article 276 shall also apply to the dismissal of liquidators appointed by the court.

IV – Provisions regarding the form of transaction

1. Act together

ARTICLE 278-(1) Liquidators who are not authorized to carry out the liquidation works alone, either by the articles of association or by a subsequent decision, act together.

(2) If the liquidator is solely authorized to liquidate, this situation shall be registered and announced as stipulated in the law.

2. Prohibition of transfer and proxy

ARTICLE 279-(1) A liquidator may not delegate his duties to another liquidator or third parties. However, liquidators may appoint one or some of them or a third party in order to carry out certain business and transactions.

3. Representation

ARTICLE 280– (1) The liquidation officers represent the company in liquidation in the courts and abroad.

(2) If the liquidators deem it beneficial for the company, they are also authorized to settle, waive, accept, arbitrate, and in particular to elect an arbitrator, limited to ordinary transactions and affairs; If necessary, they can also make new transactions.

(3) All documents and bills issued on behalf of the collective company in liquidation must be signed by the liquidators, adding the phrase "liquidator of the company in liquidation".

(4) The company is also liable for tortious acts committed by a liquidator while performing his duties.

4. Acting alone

ARTICLE 281- (1) It is sufficient to make statements such as offers, offers, notices, warnings and notifications made by third parties against only one of the liquidation officers.

(2) Liquidation officers may act alone, especially in resorting to legal remedies, in cases where danger is expected for the interests of the company.

5. Expansion or narrowing of powers

ARTICLE 282- (1) The legal powers of the liquidators can be narrowed and expanded by the partners unanimously or by a court decision if there are justified reasons.

(2) Restriction of powers cannot be brought forward to third parties in good faith unless they are registered and announced.

V – Registration and announcement

ARTICLE 283-(1) It is obligatory to register and announce the provisions of the articles of association regarding the appointment, replacement, dismissal and powers of the liquidators and the resolutions regarding the liquidation given by the partners or the court.

VI- Fee

ARTICLE 284-(1) Liquidators selected from among the partners cannot receive wages unless specified in the contract or a subsequent decision.

(2) Liquidators appointed from non-partners may request an appropriate fee to be assessed as the case may be, even if the fee has not been determined, and in case of disagreement, the parties can apply to the judiciary.

VII – Responsibility

ARTICLE 285-(1) Liquidators who cause damage to third parties or partners by violating the law, the articles of association or other provisions showing the terms of business, are held jointly and severally liable unless they prove that they are faultless.

(2) Liquidation officers are also jointly and severally liable to third parties and partners, in accordance with Article 116 of the Turkish Code of Obligations, for the acts of the persons they appoint and recruit in violation of the law, the articles of association or the provisions indicating other terms of employment.

(3) These lawsuits are time-barred in two years from the date the plaintiff learns about the damage and the perpetrator, and in any case, in five years from the act that caused the damage. However, if the act causing the damage constitutes a crime and is subject to a longer statute of limitations according to the Turkish Penal Code, that statute of limitations is also applied to the compensation case.

C) Liquidation works

I – Protection measures

ARTICLE 286-(1) Liquidators are obliged to take the necessary measures, like a prudent businessman, in order to protect all the property and rights of the company in liquidation, and to complete the liquidation as soon as possible.

II – Bookkeeping obligation

1. Initial inventory and balance sheet

ARTICLE 287– (1) Liquidators, if they are pre-selected, on the days immediately following the dissolution of the company and after the dissolution of the company, if they are elected by the partners or appointed by the court, immediately after their election and appointment, the liquidators shall call the persons who do the business of the company with them, and if they do not come alone, with an inventory showing the financial status of the company. prepare balance sheets. Liquidators, if they deem necessary, can turn to experts to appraise company assets. The prepared inventory and balance sheet are signed by those who manage the company's affairs in front of the liquidators.

(2) After the signature of the inventory and balance sheet, the liquidators confiscate all the properties, documents and books of the company that has been dissolved.

2. Notebooks

ARTICLE 288-(1) Liquidators are obliged to keep the necessary books to ensure the security of the liquidation processes.

3. Final balance sheet

ARTICLE 289- (1) At the end of the liquidation, the liquidators are obliged to prepare a balance sheet showing the shareholders' share in the capital, profit and loss and other rights in accordance with the provisions of the articles of association or the law and notify the partners. If the partners do not appeal by applying to the court within one month, the balance sheet becomes final.

(2) After that, if the partners refrain from taking their shares, the liquidation officers deposit these shares in one of the banks specified in Article 296 on behalf of each partner separately.

4. Obligation to keep

ARTICLE 290- (1) At the end of the liquidation, the provision of Article 82 is applied regarding the storage of documents and books.

III – Purpose of liquidation

ARTICLE 291-(1) Liquidators are responsible for completing the works and transactions that were started but not yet concluded, fulfilling the debts and commitments of the company, collecting the receivables of the company, taking legal action when necessary, turning the assets into money, obtaining the net assets and They are authorized and obligated to do all work and transactions.

IV – New jobs

Rule 1

ARTICLE 292-(1) Liquidators cannot make a new transaction that is not part of the requirements of the liquidation. Otherwise, they will be jointly and severally liable to the partners for such transactions.

2. Exception

ARTICLE 293-(1) Liquidation officers are responsible for the transactions within the scope of the company's scope of operation, however, unanimously by the partners; In cases where the dissolution has been decided by the court, if the partners cannot unanimously, they can proceed with the approval decision of the court.

V – Realization of assets

1. Selling separately

ARTICLE 294-(1) In the event of the company's dissolution, the liquidators may sell the company's movables either by auction or by bargaining, depending on the circumstances. If the partners do not determine another form of sale with a unanimous decision, immovables can only be sold by auction pursuant to the provisions of the Enforcement and Bankruptcy Law.

(2) The presence of a minor or restricted person among those concerned shall not prevent the implementation of this provision.

2. Wholesale

ARTICLE 295-(1) Unless the partners decide unanimously, liquidators may not wholesale substantial amount of company assets; however, in cases where unanimity cannot be achieved, the court may decide on wholesale.

3. Deposit of money

ARTICLE 296- (1) Liquidators deposit more than one thousand Turkish liras of the money obtained during the liquidation in a bank to be determined by the court, on behalf of the company.

VI – Payment of debts

ARTICLE 297-(1) Liquidators are obliged to immediately pay the debts of a collective company in liquidation, which are not yet due, by applying a discount, and the creditors are obliged to accept this method of payment.

VII – Additional payments of partners

ARTICLE 298– (1) If the existence of a collective company is not sufficient for all of its debts, the liquidators apply to the partners to ensure that the remaining debts of the company are paid.

VIII – Distribution of the remainder of the liquidation

1. Temporary payments

ARTICLE 299- (1) Liquidators may temporarily distribute the existing money among the partners, provided that they retain the amount sufficient for the future rights and receivables of the creditors and partners.

2. Final distribution

ARTICLE 300-(1) The net assets of the company are distributed by the liquidation officers in accordance with the articles of association or the subsequent decision. Unless there is a contrary provision in the contract or the decision of the partners, the distribution is made in money.

IX – Right of audit of partners

1. The right to request information

ARTICLE 301-(1) Liquidators are always obliged to provide the partners with information about the status of the liquidation works and, if the partners request, a signed document on this matter.

(2) At the end of the liquidation, the liquidation officers are accountable to the partners regarding the liquidation works and transactions.

2. The right to examine the books

ARTICLE 302-(1) Liquidators are obliged to show all the books and documents related to the company and the liquidation to the shareholders at the place where the liquidation is made, upon request. Liquidation officers cannot prevent the partners from obtaining copies of these books and documents.

X – End of liquidation

ARTICLE 303- (1) Upon the end of the liquidation, the situation regarding the deletion of the company's trade name from the registry and its registration and announcement shall be notified to the trade registry directorate by the liquidation officers.

PART THREE – Limited Company
SECTION ONE - Nature and Establishment of the Compa
A) Definition

ARTICLE 304-(1) A limited liability company is a company established for the purpose of operating a commercial enterprise under a trade name, the liability of one or more of the partners to the creditors of the company is not limited and the liability of the other partner or partners is limited to a certain capital.

(2) Partners with limited liability are called commandites, and those with limited liability are called commandiers.

(3) Limited partners must be natural persons. Legal entities can only be limited partners.

B) Provisions to be applied

ARTICLE 305-(1) Without prejudice to the special provisions in this Section, Articles 212 to 216 regarding the collective company shall also apply to limited partnership companies.

(2) In the articles of association, the management duties assigned to the limited partners, which should not be a management right and arise from the amount, type and title of each limited partner's capital, are clearly stated.

C) Contract

I – Comment

ARTICLE 306-(1) Whether the company is limited or not is determined according to the provisions of the contract. The name and qualification given to the company by the partners alone is not sufficient to determine the type of that company.

(2) If a company cannot be clearly identified as being limited, that company is deemed to be a collective.

II- The capital investment debt of the limited partners

ARTICLE 307-(1) A limited liability company is registered and announced by writing the names of the limited partnerships and the type and amount of the capital invested or committed by each of them, apart from the records shown in Article 213.

(2) A limited man cannot invest his personal labor and business reputation as capital.

SECTION TWO – Relationships Between Partners

A) Freedom of contract

ARTICLE 308-(1) In a limited partnership, the relations of the partners with each other are regulated by the articles of association. In cases where there is no provision in the articles of association, Articles 217 to 231 regarding collective companies are applied, without prejudice to the provisions written in this Section.

B) Legal status of the commandiers

I – Management

ARTICLE 309- (1) Each partner, whether limited or limited, has one vote. Arrangements against this rule are invalid.

(2) The company is managed by commandites.

(3) Commanditarians are not assigned and authorized to carry out the company's business, and they cannot object to the works performed by the persons who have the right of management within their authority. However, in extraordinary business and transactions, structural changes such as changing the company contract, changing types, mergers and divisions; Commander-in-chiefs also have the right to vote in basic transactions such as the acquisition and removal of partners in the company and the transfer of shares.

II – Supervision

ARTICLE 310-(1) Every commanditeer is authorized to examine the company's inventories and the content of its balance sheet, other financial statements, and their accuracy and validity, at the end of the business year and during business hours.

(2) Commander can make this examination himself or have it done by an expert. If an objection is raised against the expert's person, the court decides to appoint an expert upon the request of the limited partner. This decision is final. (1)

(3) In case of justifiable reasons, the court may at any time permit the examination of the company's affairs and existence by the person or an expert upon the request of the limited liability company. (1)

(4) The provisions of the articles of association that are contrary to the provisions of this article are invalid.

III – Prohibition of competition

ARTICLE 311– (1) Article 230, which states that the collective partners cannot make the same transactions that constitute the subject of the company, does not apply to the limited partners. However, if the limited liability company opens a commercial enterprise that will deal with the business scope of the company, or becomes a partner with a person opening such a business, or enters a company of this nature, the limited partner loses the right to examine the documents and books of the company.

IV – Profit and loss

1. In general

ARTICLE 312- (1) The limited liability company receives in cash the dividend realized at the end of the business year and the interests agreed in the articles of association. However, if the capital invested has decreased for any reason, he cannot demand profit and interest until the deficiency is completed. In so far, from the dividends to be obtained in the future years, the accumulated interests of the previous years are paid before the portion that increases after the capital deficiency is completed.

2. Non-refundable interests and dividends

a) Those duly accrued

ARTICLE 313-(1) The limited partners cannot be obliged to return the duly accrued interest and dividends in order to cover the subsequent losses of the company.

b) Those that have been accrued irregularly

ARTICLE 314-(1) Commandites cannot be compelled to return the profit shares they have received in good faith, but irregularly accrued, or the interests accepted by the articles of association, according to a balance sheet drawn up in accordance with the law and the articles of association.

V – Transition of partnership

1. In Transfer

ARTICLE 315-(1) The limited liability company may transfer his share in the company to someone else. However, if the other partners have not given their consent, the provision of Article 632 of the Turkish Code of Obligations is applied.

2. In case of death

ARTICLE 316-(1) The heirs replace a deceased commanditerant.

SECTION THREE - Relations of the Company and Partners with Third Parties
A) Provisions to be applied

ARTICLE 317-(1) In the relations of the company and its partners with third parties, without prejudice to the special provisions in this Section, Articles 232 to 242 regarding the collective company shall apply.

B) Representation of the company

ARTICLE 318-(1) Limited partnerships, as a rule, are represented by limited partners. The provisions regarding the scope and limitation of the representation authority of the collective company are also applied to the limited partnership company.

(2) Limited partners cannot be authorized to represent the company as partners. However, provided that there is no contrary provision in the articles of association, the limited partner can be appointed as a commercial representative, commercial agent or mobile merchant officer.

C) Liability of the limited partner

I - in general

ARTICLE 319- (1) The liability of a limited liability cannot exceed the amount of capital invested or committed.

II - Exceptions

1. Commander whose name is in the title of the company

ARTICLE 320-(1) The commanditerant whose name is in the title of the company is deemed to be liable to third parties as a limited partner.

2. Commander who acts on behalf of the company

ARTICLE 321- (1) Without expressly stating that he is acting as a commercial agent, commercial agent or mobile merchant officer, the commandite partner who makes transactions on behalf of the company is liable to bona fide third parties as a limited partner due to these transactions.

(2) If transactions were made before the company was registered with the trade registry, the limited liability partner is held liable for such company debts as a limited partner, unless he/she proves that they are aware of the limited liability for such company debts.

(3) The creditor can prove that the value appraised for the capital invested by the limited liability company is below the value at the time this capital was deposited. The limited liability is responsible for the difference.

(4) The limited partner is also responsible for the debts incurred before he/she joins the company, in the amount of the capital he/she has committed to put in.

(5) The general manager gives advice in a way that does not result in interference with the management of the company, expressing his opinion, exercising his right to audit extraordinary works and transactions and the company's business and transactions, participating in the appointments and dismissals of persons who are in charge of management in cases specified in the law, subordinate positions within the company. being employed in services and duties does not affect his responsibility as a commanditerant.

III – Status of creditors

1. Tracking possibility

ARTICLE 322-(1) The limited liability company is liable to the creditors of the company up to the amount of the capital debt that it has committed to put in yet. In this way, the limited partner, who is applied to, gets rid of the capital debt in the amount paid to the company creditor. The creditors of the company cannot apply to the limited liability company, unless the company is dissolved or the enforcement proceedings against the company are fruitless.

(2) In case of bankruptcy of the company, the rights of the creditors pass to the bankruptcy desk.

(3) If the limited liability company has declared or declared in writing that it has assumed responsibility with an amount exceeding the capital it has committed to put into the company, it shall be liable to third parties or the addressee of the notification for this amount.

2. Reduction of capital

ARTICLE 323-(1) Provided that the provisions of Articles 313 and 314 are reserved, a limited liability company cannot fully or partially reclaim its capital, either directly or to be counted towards interest or dividends, and if its capital has decreased for any reason, interest or dividends can be paid until the deficiency is completed. can't ask. Otherwise, the limited liability company shall be liable to the creditors of the company in accordance with the first paragraph of Article 322.

3. Bankruptcy

a) Bankruptcy of the company

ARTICLE 324-(1) In case of bankruptcy of a limited partnership company, the personal creditors of the partners cannot apply for the company properties unless the creditors of the company have received their receivables.

(2) The capital invested by the limited partners is also counted as one of the goods for which the creditors of the company will first acquire their rights, as stated in the first paragraph.

b) Responsibility of the commandites

ARTICLE 325-(1) If the existence of the company is not sufficient for the creditors of the company, these creditors may apply to the personal property of the limited partnerships due to the remaining receivables.

(2) In case of application to the personal property of the partners, the creditors of the company do not have a pre-emptive right against the personal creditors of the partners.

c) Bankruptcy of the limited partner

ARTICLE 326-(1) If the company and its bankruptcy desk or its creditors apply to the desk of a bankrupt limited liability company, they do not have a pre-emptive right against the personal creditors of the bankrupt limited liability company.

4. Exchange

ARTICLE 327-(1) If a person who will receivable from the company has debts to a limited liability company that has not yet fulfilled its capital debt or has reclaimed its capital, this person may exchange his receivables in the company with his debt to the limited liability company. The provision of article 242 is reserved.

SECTION FOUR – Dissolution and Liquidation of the Company
A) Provisions to be applied

ARTICLE 328-(1) The provisions of Articles 243 to 303 regarding the dissolution and liquidation of the collective companies and the exit and expulsion of the partners from the company are also applied in the limited partnership companies. However, the death or restriction of the limited liability company does not result in the dissolution of the company, unless there is a contrary provision in the articles of association.

PART FOUR – Joint Stock Company
CHAPTER ONE - General Provisions, Establishment and Basic Principles
A) General Provisions

I – Definition

ARTICLE 329-(1) A joint stock company is a company whose capital is definite and divided into shares, and which is liable for its debts only with its assets.

(2) Shareholders are liable only to the capital shares they have committed and to the company.

II – Joint stock companies subject to special laws

ARTICLE 330-(1) Except for special provisions, the provisions of this part shall apply to joint stock companies subject to special laws.

III – Purpose and subject

ARTICLE 331-(1) Joint stock companies can be established for all kinds of economic purposes and subjects that are not prohibited by law.

IV – Minimum capital amount

ARTICLE 332-(1) The basic capital, which represents the capital fully committed in the articles of association, cannot be less than fifty thousand Turkish Liras, and the initial capital cannot be less than one hundred thousand Turkish Liras in non-public joint stock companies that have accepted the registered capital system showing the ceiling of authority granted to the board of directors in increasing the capital. This minimum capital amount can be increased by the President.(1) 

(2) In joint stock companies with registered capital within the meaning of this Law, the initial capital is the compulsory capital to be possessed at the establishment and when the system is first introduced; The issued capital represents the sum of the nominal values ​​of all the issued shares.

(3) Joint stock companies that are not open to the public can leave the registered capital system by obtaining permission from the Ministry of Customs and Trade, if they no longer meet the necessary conditions, and if they lose the required qualifications while being admitted to this system, they are removed from the system by the same Ministry even if they do not have a request.

(4) The provisions of Article 28 of the Capital Markets Law dated 7/1981/2499 and numbered 12 are reserved.

V – State oversight

1. Permission

ARTICLE 333- (1) In a communiqué to be published by the Ministry of Customs and Trade, joint stock companies whose fields of activity will be determined and announced shall be established with the permission of the Ministry of Customs and Trade. Changes in the articles of association of these companies are also subject to the permission of the same Ministry. The examination of the Ministry can only be made in terms of whether there is a violation of the mandatory provisions of the law. Apart from this, the establishment of the joint stock company and amendments to the articles of association cannot be subject to the permission of any authority, regardless of its legal position, nature and subject of operation.

2. Representation of public legal entities in the board of directors

ARTICLE 334- (1) A state, special provincial administration, municipality, village and other public legal entity may be given the right to have a representative on the boards of directors of joint stock companies whose field of operation is public service, even if they are not shareholders, with a provision to be stipulated in the articles of association.

(2) Representatives of public legal entities in the board of directors that are shareholders in the companies mentioned in the first paragraph can only be dismissed by them.

(3) The representatives of public legal entities on the board of directors have the rights and duties of the members elected by the general assembly. Public legal entities are liable to the company and its creditors and shareholders for the acts and actions of their representatives on the board of directors of the company in this capacity. The legal person's right of recourse is reserved.

B) Establishment

I – Founder transaction

ARTICLE 335-(1) The company is established when the founders declare their will to establish a joint stock company in the articles of association, in which they have unconditionally committed to pay the entire capital, their signatures are notarized or signed in the presence of the trade registry director or his deputy. (Additional sentence: 15 / 7 / 2016-6728 / 67 md.) In the establishment of the company, valuable paper price is not collected from the papers containing the articles of association.

(2) The provision of the first paragraph of Article 355 is reserved.

II – Foundation documents

ARTICLE 336-(1) The articles of association, valuation reports, contracts with the company being established, the founders and other persons, including those related to the month and business acquisition, and related to the establishment, are the incorporation documents. These are placed in the registry file and one copy is kept by the company for a period of five years.

III – Founders

1. Definition

ARTICLE 337-(1) Real and legal persons who have committed shares and signed the articles of association are the founders.

(2) If the founders make the transaction written in the first paragraph on behalf of a third person, this person is also considered the founder in terms of liability arising from the establishment. The said third party cannot claim that he does not know something that the person working for him knows or should know.

2. Minimum number

ARTICLE 338-(1) The existence of one or more shareholders who are shareholders is essential for the establishment of a joint stock company. The provision of Article 330 is reserved.

(2) If the number of shareholders drops to one, the situation is notified in writing to the board of directors within seven days from the date of the transaction resulting in this result. The Board of Directors shall register and announce that the company is a single shareholder joint stock company within seven days from the date of receipt of the notification. In addition, in case the company is established as a single shareholder and the shares are collected by a single person, the name, place of residence and citizenship of the sole shareholder are also registered and announced. Otherwise, the shareholder who does not notify and the board of directors who do not have registration and announcement are responsible for the damage that may arise.

(3) The company cannot acquire its own share as a sole shareholder; can't.

IV - Articles of Association

1. Content

ARTICLE 339-(1) The articles of association must be made in writing and the signatures of all founders must be notarized or the articles of association must be signed in the presence of the trade registry director or his deputy.

(2) The following matters are written in the articles of association:

a) The company's trade name and the place where the headquarters will be located.

b) The business subject of the company, with its essential points specified and defined.

c) The capital of the company and the nominal value of each share, the form and conditions of their payment.

d) The share certificates will be registered or bearer; privileges granted to certain shares; turnover limits.

e) Rights and benefits invested as capital other than money; their values; the amount of shares to be paid in return for these, the price of these in case of a transfer of a business and the month, the price of the goods and rights purchased by the founders on behalf of the company for the establishment of the company, and the amount of the fee, allowance or award that should be given to those who served in the establishment of the company.

f) Benefits to be provided to the founders, members of the board of directors and other persons from the profits of the company.

g) Number of members of the board of directors, those authorized to sign on behalf of the company.

h) How the general assemblies will be convened; voting rights.

ı) If the company is limited to a period, this period.

i) How to make announcements of the company.

j) Types and amounts of capital shares committed by the shareholders.

k) Accounting period of the company.

(3) The first members of the board of directors are appointed by the articles of association.

2. Mandatory provisions

ARTICLE 340-(1) The articles of association may deviate from the provisions of this Law regarding joint stock companies only if this is expressly permitted in the Law. Supplementary articles of association provisions that other laws allow to be stipulated become specific to that law.

V - Confirmation of commitment

ARTICLE 341- (Repealed: 26/6/2012-6335/43 art.)

VI - Capital in kind

1. Elements of assets that can be capitalized in kind

ARTICLE 342-(1) Elements of assets, including intellectual property rights and virtual environments, which do not have limited real rights, liens and measures, which can be evaluated and transferred in cash, can be put as capital in kind. Acts of service, personal labor, commercial reputation and undue receivables cannot be capital.

(2) The provisions of Article 128 are reserved.

2. Appraisal

ARTICLE 343- (1) The value of the capital in kind and the companies and real estates to be taken over during the establishment shall be evaluated by the experts appointed by the commercial court of first instance in the place where the company headquarters will be located. In the valuation report, it is stated that the valuation method applied is the most fair and appropriate choice for everyone in terms of the characteristics of the concrete case; the collectability and exact values ​​of the receivables placed as capital, where the reality, validity and compliance with Article 342 are determined; The amount of share to be allocated for each asset put in kind and the Turkish Lira equivalent are disclosed on satisfactory grounds and in accordance with the necessities of the principle of accountability. The founders (…)(1) and stakeholders can object. The expert judgment approved by the court is final. (1)

VII – Payment of share prices

1. Cash capital

ARTICLE 344-(1) At least twenty-five percent of the nominal value of the shares committed in cash is paid before the registration, and the rest is paid within twenty-four months following the registration of the company. All of the issuance premiums of the shares are paid before registration.

(2) The provisions of the Capital Market Law regarding the payment of share prices are reserved.

2. Payment place

ARTICLE 345-(1) Cash payments are deposited in a special account to be opened in the name of the company being established in a bank affiliated to the Banking Law No. 19 dated 10/2005/5411, in a way that only the company can use. It is proved by a bank letter to be sent to the trade registry that the amount of the committed shares, which are stipulated in the law or in the articles of association, and which are higher than the ones written in the law, have been paid. The bank pays this amount only to the company upon submission of a letter from the registry office stating that the company has acquired legal personality.

(2) If the company cannot acquire legal personality within three months from the date of notary approval or the signing of the company contract in the presence of the trade registry director or his deputy, as stipulated in the first paragraph of Article 335, the amounts are returned to the owners by the bank upon submission of a registry office letter confirming this matter. . (2)

3. Shares to be offered to the public

ARTICLE 346- (1) The cash shares that have been committed in the articles of association, but which are specified in the articles of association that they will be offered to the public within two months at the latest from the registration of the company, and which are also guaranteed, are paid from the income obtained from the sale. Public offering of share certificates is made in accordance with the capital market legislation. At the end of the sale period, the nominal value of the shares and the premium for the issuance, if any, are paid to the company, and the amount remaining after the expenses are deducted is paid to the shareholders who offer the shares to the public.

(2) The entire value of the shares offered to the public but not sold in due time, and twenty-five percent of the prices of the shares not offered to the public within the prescribed period are paid within three days following the two-month period.

VIII – Premium shares

ARTICLE 347-(1) Shares cannot be issued at a price lower than their nominal value. In order for the shares to be issued at a price higher than their nominal value, there must be a provision in the articles of association or a general assembly resolution.

IX – Founder interests

ARTICLE 348– (1) The founders cannot be granted any benefits, such as money and bonus shares, which may result in a decrease in the company's capital, in return for the effort they spent while establishing the company. The provisions of the articles of association contrary to this provision are invalid. However, after the reserve fund specified in the first paragraph of Article 519 and five percent dividend is set aside for the shareholders from the distributable profit, at most one tenth of the remainder is paid to the founders in the context of usufruct shares.

(2) Joint stock companies established after the entry into force of this Law cancel the founder's share certificates without paying any price before offering the shares to the public; otherwise, the usufruct shares are automatically deemed invalid.

(3) If there is profit that can be distributed, even if the company has decided not to distribute the profit, the founding beneficial owners receive the dividends stipulated in the articles of association.

X – Founders statement

ARTICLE 349- (Mülga: 15/7/2016-6728/73 md.)

XI – Commitment to public offering

ARTICLE 350-(1) Pursuant to Article 346, if a share is committed to be offered to the public, the public offering is deemed to have been approved by the founders, the board of directors or any authorized body.

XII – Transaction auditor report

ARTICLE 351-(Mülga: 26/6/2012-6335/43 md.)

XIII – Transfer of share commitment prior to incorporation

ARTICLE 352-(1) The transfer of the share commitment before the registration of the company is invalid against the company.

XIV – Annulment proceedings

ARTICLE 353-(1) The nullity or absence of a joint stock company cannot be decided. However, if the interests of the creditors, shareholders or the public are seriously endangered or violated by violating the provisions of the law in the establishment of the company, upon the request of the board of directors, the Ministry of Customs and Trade, the relevant creditor or the shareholder, the commercial court of first instance in the place where the company's headquarters is located. the company is dissolved. The court takes the necessary measures on the date the case is opened.

(2) The court may give time to correct the deficiencies and to correct the issues contrary to the articles of association or the law.

(3) Evidence and all necessary information are attached to the petition. As evidence cannot be presented at the trial stage, it cannot be requested from the court to wait for a case and to bring information. However, if the concrete event justifies it, the court may accept the claimant's request to present evidence and bring information, subjecting it to a definite period. The case is subject to the procedure related to urgent works.

(4) The lawsuit must be filed within three months of the company's registration and announcement.

(5) The court decision, in which the lawsuit has been filed and which has become final, is immediately and ex officio registered with the trade registry and announced in the Turkish Trade Registry Gazette, upon the notification of the court. In addition, the board of directors, the registered and announced matter, (…) (1)puts it on the website. (1)

XV – Registration and announcement of the company

ARTICLE 354-(1) The entire company's articles of association shall be registered in the trade registry of the place where the company's head office is located and announced in the Turkish Trade Registry Gazette within thirty days following the establishment of the company in accordance with the first paragraph of Article 335 for the joint stock companies to be established with the permission of the Ministry of Customs and Trade. Except for the ones listed below, the provisions of the first paragraph of Article 36 are not applicable to the registered and announced articles of association. These are:

a) The date of the articles of association.

b) Trade name and headquarters of the company.

c) The duration of the company, if any.

d) The capital of the company, the form and conditions of its payment, the nominal values ​​of the shares, privileges, if any.

e) Types of share certificates, whether they are bearer or registered.

f) How the company will be represented.

g) Names and surnames, titles, place of residence and citizenship of the members of the board of directors and persons authorized to represent the company.

h) The form of announcements to be made by the company; if there is a provision regarding this in the articles of association, how the decisions of the board of directors will be notified to the shareholders.

(2) Branches are registered in the trade registry of the place where they are located by making reference to the registry record of the center.

(3) (Değişik: 26/6/2012-6335/14 md.) The expert report given in accordance with Article 343 is submitted to the trade registry directorate.

XVI – Acquisition of legal personality

ARTICLE 355-(1) The company acquires legal personality upon registration in the trade registry.

(2) Those who make transactions and make commitments on behalf of the company before registration are personally and severally liable for these transactions and commitments. However, if it is clearly stated that the transactions and commitments are made on behalf of the company to be established in the future and these commitments are accepted by the company within three months after the company's registration in the trade registry, only the company will be liable.

(3) If it is not accepted by the company, the establishment expenses are covered by the founders. They do not have the right of recourse to the shareholders.

C) cheating against the law

ARTICLE 356-(1) Contracts regarding the acquisition or leasing of an enterprise or company for a price exceeding one tenth of the capital within two years from the registration of the company shall not be valid unless approved by the general assembly and registered with the trade registry. All kinds of dispositions, including payments made before the ratification and registration of these contracts, are void.

(2) Before making the decision of the general assembly, an expert to be appointed by the commercial court of first instance where the company is located, upon the request of the board of directors, appraises the businesses and months to be taken over or leased by the company. The report is official.

(3) The third and fourth paragraphs of Article 421 are applied to the meeting and decision quorum.

(4) The contract is registered and announced with the approval decision of the general assembly.

(5) The provision of this article is not applicable to the month and businesses that constitute the subject of the company's operation or that are acquired through forced execution.

D) Basic principles

I – Equal treatment principle

ARTICLE 357-(1) Shareholders are treated equally under equal conditions.

II – Prohibition of shareholders borrowing from the company

ARTICLE 358-(Değişik: 26/6/2012-6335/15 md.)

(1) Shareholders cannot borrow money from the company unless they fulfill their due debts arising from the capital commitment and the profit of the company together with the free reserves is at a level to cover the losses of the previous years.

SECTION TWO – Board of Directors
A) in general

I – Assignment and selection

1. Number and qualifications of members

ARTICLE 359-(1) A joint stock company has a board of directors consisting of one or more persons appointed by the articles of association or elected by the general assembly.

 (2) If a legal person is elected as a member of the board of directors, only one real person designated by the legal person is registered and announced on behalf of the legal person, together with the legal person; In addition, it is immediately announced on the company's website that the registration and announcement has been made. Only this registered person can attend the meetings and vote on behalf of the legal entity.

(3) The members of the board of directors and the real person to be registered on behalf of the legal person must be fully qualified.

(4) The reasons for terminating membership are also an obstacle to being elected.

(5) In companies in which the state, special provincial administration, municipality, village and other public legal persons are shareholders, the listed legal persons or their real person representatives may be elected to the board of directors. In companies with more than two members of the board of directors, more than one real person may be elected to the board of directors to represent the public legal entity, provided that not all of the members are representatives of the same public legal entity.

2. Representation of certain groups on the board of directors

ARTICLE 360-(1) Provided that it is stipulated in the articles of association, certain share groups, shareholders forming a certain group with their characteristics and qualifications, and the minority may be granted the right to be represented on the board of directors. For this purpose, it may be stipulated in the articles of association that the members of the board of directors will be elected from among the shareholders forming a certain group, certain share groups and the minority, or the right to propose a candidate for the membership of the board of directors may be granted in the articles of association. If there is no justifiable reason, it is obligatory for the candidate proposed by the general assembly to be a member of the board of directors or the candidate belonging to the group and minority to which the right is granted, to be elected as a member. The right to be represented in this way cannot exceed half of the number of members of the board of directors in public joint stock companies. The regulations regarding the independent members of the board of directors are reserved.

(2) According to this article, the shares granted the right to be represented on the board of directors are considered privileged.

3. Insurance

ARTICLE 361– (1) If the damage that the members of the board of directors may cause to the company through their faults while performing their duties, if the company is insured for a price exceeding twenty-five percent of the company's capital and thus the company is secured, this is announced in the bulletin of the Capital Markets Board in publicly traded companies and also in the stock exchange if the shares are traded in the stock exchange, and are taken into account in the evaluation of conformity with corporate governance principles.

4. Term of office

ARTICLE 362-(1) Members of the Board of Directors are elected to serve for a maximum of three years. If there is no contrary provision in the articles of association, the same person can be re-elected.

(2) The provision of Article 334 is reserved.

II – Membership vacancy

ARTICLE 363-(1) Without prejudice to the provision of Article 334, if a membership becomes vacant for any reason, the board of directors elects a person who meets the legal requirements as a member of the board of directors temporarily and submits it to the approval of the first general assembly. The member elected in this way will serve until the general assembly meeting where it is submitted for approval and, if approved, completes the term of his predecessor.

(2) If one of the members of the board of directors is declared bankrupt or his capacity is restricted, or if a member loses the legal requirements for membership or the qualifications stipulated in the articles of association, the membership of that person automatically terminates without the need for any action.

III – Dismissal

ARTICLE 364-(1) Even if the members of the board of directors are appointed by the articles of association, they can always be dismissed by the decision of the general assembly if there is a relevant item on the agenda or if there is a justified reason even if there is no item on the agenda. A legal person who is a member of the board of directors can change the person registered in his name at any time.

(2) The provision of Article 334 and the right of compensation of the dismissed member are reserved.

B) Management and representation

I - in general

1. Fundamentals

ARTICLE 365-(1) A joint stock company is managed and represented by the board of directors. Exceptional provisions in the law are reserved.

2. Distribution of duties

ARTICLE 366-(1) Every year, the Board of Directors elects a chairman among its members and at least one vice chairman to represent him in his absence. The articles of association may stipulate that the chairman and vice chairman or one of them be elected by the general assembly.

(2) The board of directors may establish committees and commissions, which may include members of the board of directors, for the purpose of monitoring the course of business, preparing reports on the issues to be submitted to it, having their decisions enforced or for internal audit purposes.

3. Transfer of management

ARTICLE 367-(1) The board of directors may be authorized to transfer the management, partially or completely, to one or more board members or to a third party, according to a provision to be included in the articles of association and an internal directive to be issued. This internal directive regulates the management of the company; It defines the tasks required for this, defines them, indicates their location, and specifically determines who is responsible to whom and is responsible for providing information. Upon request, the board of directors informs the shareholders and creditors who convincingly demonstrate their interests worth protecting, in writing, about this internal directive.

(2) Management, unless transferred, belongs to all members of the board of directors.

4. Commercial agents and proxies

ARTICLE 368– (1) The board of directors may appoint commercial representatives and commercial proxies.

5. Duty of care and commitment

ARTICLE 369-(1) Members of the board of directors and third parties in charge of management are under the obligation to fulfill their duties with the care of a prudent manager and to protect the interests of the company by following the rules of honesty.

(2) The provisions of Articles 203 to 205 are reserved.

II. Power of attorney

1. In general

ARTICLE 370-(1) Unless otherwise stipulated in the articles of association or if the board of directors does not consist of a single person, the authority to represent belongs to the board of directors to be used with two signatures.

(2) The board of directors may delegate its representation authority to one or more executive members or to third parties as a manager. At least one member of the board of directors must have the authority to represent.

2. Scope and limits

ARTICLE 371– (1) Those authorized to represent can carry out all kinds of works and legal transactions that fall within the scope of the company's purpose and business on behalf of the company and can use the company title for this. The right of recourse of the company is reserved due to transactions contrary to the law and the articles of association.

(2) Transactions made by those authorized to represent with third parties outside the scope of the business are also binding on the company; unless it can be proven that the third party knows that the transaction is outside the scope of the business or is in a position to know, as required by the situation. The fact that the company's articles of association has been announced is not sufficient evidence on its own to prove this issue.

(3) Limitation of the power of representation shall not be valid against third parties in good faith; However, the registered and announced restrictions regarding the use of the power of representation only for the works of the head office or a branch, or for use together, are valid.

(4) The fact that the transaction made by the persons authorized to represent is contrary to the articles of association or the resolution of the general assembly does not prevent the third parties in good faith from applying to the company for that transaction.

(5) The company is liable for tortious acts committed by those authorized to represent or manage while performing their duties. The company's right of recourse is reserved.

(6) During the conclusion of the contract, whether the company is represented by a single shareholder or not, the validity of the contract between this shareholder and the company in single shareholder joint stock companies depends on making the contract in writing. This condition does not apply to contracts relating to daily, insignificant and ordinary transactions according to market conditions. 

(7) (Add: 10 / 9 / 2014 - 6552 / 131 md.) Except for the representatives mentioned above, the board of directors may appoint non-representative members of the board of directors or those who are affiliated with the company with a service contract as commercial representatives or other merchant assistants with limited authority. The duties and authorities of those who will be appointed in this way are clearly determined in the internal directive to be prepared in accordance with Article 367. In this case, the registration and announcement of the internal directive is obligatory. Commercial representatives and other merchant assistants cannot be appointed with the internal directive. Commercial attorneys or other merchant assistants authorized in accordance with this paragraph are also registered and announced in the trade registry. The Board of Directors is jointly and severally liable for any damages that these persons may cause to the company and third parties.

3. Signature form

ARTICLE 372-(1) Persons authorized to sign on behalf of the company sign under the company's title. The provision of the second paragraph of Article 40 is reserved.

(2) In the documents to be issued by the company, the headquarters of the company, the place where it is registered in the registry and the registry number are shown.

4. Registration and announcement

ARTICLE 373-(1) The board of directors submits the notarized copy of its decision showing the persons authorized to represent and their representation, to the trade registry to be registered and announced.

(2) After the registration of the power of representation in the trade registry, any legal disability related to the selection or appointment of the relevant persons can be claimed by the company to third parties, provided that it is proved that the disability is known to them.

III – Duties and powers

1. In general

ARTICLE 374-(1) The board of directors and the management in the area entrusted to it are authorized to take decisions on all kinds of business and transactions necessary for the realization of the company's business subject, except those left under the authority of the general assembly in accordance with the law and the articles of association.

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2. Inalienable duties and powers

ARTICLE 375-(1) The inalienable and inalienable duties and powers of the board of directors are as follows:

a) Senior management of the company and giving instructions about them.

b) Determination of the company's management organization.

c) Establishing the necessary order for financial planning, to the extent required by accounting, financial auditing and the management of the company.

d) Appointment and dismissal of directors, persons with the same function and those who have signing authority.

e) Supervising whether the persons in charge of the management act in accordance with the laws, articles of association, internal directives and the written instructions of the board of directors.

f) Keeping the share, board of directors resolution and general assembly meeting and negotiation books, preparing the annual report and corporate governance statement and presenting it to the general assembly, preparing the general assembly meetings and executing the general assembly resolutions.

g) Notifying the court in the presence of insolvency.

3. Loss of capital, deep in debt

a) Call and notification burden

ARTICLE 376-(1) If it is understood from the last annual balance sheet that half of the total capital and legal reserves are unrequited due to loss, the board of directors immediately calls the general assembly for a meeting and presents the remedial measures it deems appropriate to this general assembly.

(2) If, according to the last annual balance sheet, it is understood that two-thirds of the total of the capital and legal reserves are unrequited due to loss, the company automatically dissolves unless the general assembly, which is called for the immediate meeting, decides to suffice with one-third of the capital or to complete the capital.

(3) (Değişik: 26/6/2012-6335/16 md.) If there are signs that raise the suspicion that the company is in debt, the board of directors prepares an interim balance sheet on both the going concern basis and the probable selling prices of the assets. If it is understood from this balance sheet that the assets are not sufficient to meet the receivables of the creditors of the company, the board of directors notifies this situation to the commercial court of first instance where the company headquarters is located and requests the bankruptcy of the company. It turns out that before the decision of bankruptcy is given, the creditors of the company's debts in an amount that will cover the company's deficit and eliminate the debt-ridden situation, have accepted in writing that the order of their receivables will be placed in the next order of all other creditors, and the appropriateness, reality and validity of this statement or contract will be determined by the board of directors for the bankruptcy request. be confirmed by the experts appointed by the court. Otherwise, the application made to the court for expert examination is considered as a declaration of bankruptcy.

b) Concordat(1)

ARTICLE 377- (Değişik: 28/2/2018-7101/62 md.)

(1) The board of directors or any creditor may also request a bankruptcy pursuant to Article 376 and the following articles of the Law no.

4. Early detection and management of risk

ARTICLE 378- (1) In companies whose shares are traded on the stock exchange, the board of directors is obliged to establish an expert committee, run and develop the system in order to detect the causes that endanger the existence, development and continuation of the company, to implement the necessary measures and remedies, and to manage the risk. In other companies, this committee is established immediately if the auditor deems it necessary and notifies the board of directors in writing, and submits its first report at the end of one month following its establishment.

(2) The committee evaluates the situation in its report to the board of directors every two months, points out the dangers, if any, and shows the remedies. The report is also sent to the auditor.

5. The company accepts its own shares as an acquisition or pledge

a) in general

ARTICLE 379- (1) A company cannot accept its own shares as a prudent acquisition or pledge in an amount exceeding one tenth of its basic or issued capital or exceeding it at the end of a transaction. This provision also applies to shares accepted as pledge or acquisition by a third party in his own name but on behalf of the company.

(2) In order for the shares to be accepted as acquisitions or pledges according to the first paragraph, the general assembly must authorize the board of directors. In this authorization, which will be valid for a maximum of five years, the nominal value numbers of the shares to be accepted as acquisitions or pledges are specified, and the lower and upper limits of the price that can be paid to the shares to be mentioned with their total nominal values ​​are indicated. In every permission request, the board of directors states that the legal conditions are met.

(3) In addition to the conditions in the first and second paragraphs, after deducting the prices of the shares to be acquired, the remaining net assets of the company must be at least the sum of the main or issued capital and the reserves that are not allowed to be distributed in accordance with the law and the articles of association.

(4) Pursuant to the above provisions, only shares that have been fully paid for can be acquired.

(5) The provisions in the above paragraphs are also applied in case the shares of the parent company are acquired by the subsidiary company. The Capital Markets Board makes the necessary arrangements in terms of transparency principles and price rules for companies whose stocks are traded on the stock exchange.

b) Fraud against the law

ARTICLE 380-(1) Legal transactions made by the company with another person for the purpose of acquiring its shares, the subject of which is the granting of advances, loans or guarantees, are void. This clause shall not be applied to the transactions within the scope of the operation of credit and financial institutions and to the legal transactions regarding the granting of advances, loans and guarantees to the employees of the company or its subsidiaries so that they can acquire the shares of the company. However, these exceptional transactions are invalid if they reduce the reserves that the company has to set aside according to the law and the articles of association or violate the rules regarding the expenditure of the reserves regulated in Article 519 and do not allow the company to allocate the reserves stipulated in the Article 520.

(2) In addition, the company's own shares made between the company and the third party and to this person; An arrangement that entitles the company to the account of a subsidiary company or the company in which the company owns the majority of its shares, or envisages such an obligation, is invalid if the transaction would be deemed contrary to Article 379 if the company had bought these shares.

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c) Preventing an imminent and serious loss

ARTICLE 381-(1) A company may acquire its own shares without the authorization decision of the general assembly in accordance with Article 379, if necessary, in order to avoid an imminent and serious loss.

(2) In case the shares are acquired in this way, the board of directors attends the first general assembly;

a) Reason and purpose of the acquisition,

b) The number of the shares acquired, the sum of their nominal values ​​and how much of the capital they represent,

c) Its price and terms of payment,

Provides written information about

d) Exceptions

ARTICLE 382-(1) A company, without being bound by the provisions of Article 379;

a) If it applies the provisions of Articles 473 to 475 regarding the reduction of its basic or issued capital,

b) If required by the rule of universal succession,

c) If it arises from a legal purchase obligation,

d) For the purpose of collecting a company's receivables from compulsory execution, provided that all the costs have been paid,

e) If the company is a securities company,

can acquire their own shares.

e) Gratuitous acquisition

ARTICLE 383-(1) A company may acquire its own shares gratuitously, provided that all the prices have been paid.

(2) The provision of the first paragraph is also applied by analogy if the subsidiary company acquires the shares of the parent company gratuitously.

f) Disposal

ARTICLE 384- (1) Pursuant to subparagraphs (b) to (d) of Article 382 and the provisions of Article 383, the acquired shares are disposed of as soon as they can be transferred without causing any loss to the company, and in any case within three years from their acquisition; unless the sum of these shares owned by the company and the subsidiary company does not exceed ten percent of the company's main or issued capital.

g) Disposal in case of contrary acquisition

ARTICLE 385-(1) Shares acquired or taken as pledge in violation of Articles 379 to 381 are disposed of or the pledge on them is removed within six months at the latest from the date of their acquisition or acceptance as pledge.

h) Reduction of capital

ARTICLE 386-(1) In accordance with Articles 384 and 385, shares that cannot be disposed of are immediately destroyed by reducing the capital.

i) Provisions reserved

ARTICLE 387-(1) Provisions in other laws regarding the company's ability to acquire its own shares are reserved.

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i) Prohibition of undertaking own shares

ARTICLE 388-(1) The company cannot undertake its own shares.

(2) A third party or a subsidiary company's commitment to the company's share in its own name but on behalf of the company is deemed to be the company's commitment to its own share.

(3) In case of violation of the first and second paragraphs, the said shares shall be deemed to have been committed by the founders in the establishment and the members of the board of directors in capital increases and they shall be responsible for the share prices. The founders who prove that they have no faults in the unlawful commitment and the members of the board of directors in capital increases are relieved of responsibility.

(4) The provisions of the first and third paragraphs are applied by analogy to the subsidiaries that have committed the shares of the parent company. The said shares are deemed to have been committed by the members of the board of directors of the subsidiary company. Members are responsible for share prices.

j) Exercise of rights

ARTICLE 389-(1) Own shares acquired by the company and the shares of the parent company acquired by the subsidiary company are not taken into account in calculating the meeting quorum of the general assembly of the parent company. Except for the acquisition of bonus shares, the company's own shares taken over do not give any shareholding rights. The voting rights and related rights of the parent company shares acquired by the subsidiary are frozen.

IV – Board meetings

1. Decisions

ARTICLE 390-(1) Unless there is an aggravating provision to the contrary in the articles of association, the board of directors convenes with the majority of the total number of members and takes its decisions with the majority of the members present at the meeting. This rule also applies if the board of directors is held electronically.

(2) Members of the Board of Directors cannot vote to represent each other, and they cannot attend meetings by proxy.

(3) If the votes are equal, that issue is left to the next meeting. If there is a tie in the second meeting, the proposal is deemed to be rejected.

(4) If none of the members requests a meeting, the resolutions of the board of directors may also be taken upon the written approval of at least the majority of the total number of members, for a proposal made by one of the members of the board on a certain subject, written in the form of a decision. The fact that the same proposal has been made to all members of the board of directors is the validity condition of the decision to be taken in this way. The approvals do not have to be on the same paper; however, it is necessary for the validity of the decision to be pasted in the resolution book of the board of directors, or converted into a resolution containing the signatures of those who accept it, and put it in the resolution book.

(5) The validity of the decisions depends on their being written and signed.

2. Superstitious decisions

ARTICLE 391-(1) It may be requested from the court to determine that the decision of the board of directors is invalid. Especially;

a) Contrary to the principle of equal treatment,

b) Does not comply with the basic structure of the joint stock company or does not observe the principle of protection of capital,

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c) Violating the inalienable rights of the shareholders or restricting or making it difficult for them to be exercised,

d) Regarding the transfer of these powers, which fall under the non-assignable powers of other bodies,

decisions are superseded.

3. The right to information and examination

ARTICLE 392-(1) Every member of the board of directors may request information, ask questions and make examinations about all the business and transactions of the company. It cannot be refused to bring any book, book record, contract, correspondence or document requested by a member to the board of directors, to be examined and discussed by the board or members, or to receive information from the manager or employee regarding any issue. If it is rejected, the provision of the fourth paragraph is applied.

(2) In the meetings of the board of directors, like all members of the board of directors, persons and committees assigned to the management of the company are also obliged to provide information. A member's request on this matter cannot be rejected either; questions cannot be left unanswered.

(3) Every member of the board of directors, with the permission of the chairman of the board of directors, can obtain information about the course of business and certain individual affairs from the persons assigned with the company management, and, if necessary, may request the chairman of the board of directors to present the company books and files for examination, in order to fulfill his duties. .

(4) If the chairman rejects the request of a member to obtain information, ask questions and make an examination as stipulated in the third paragraph, the matter is brought to the board of directors within two days. In the event that the Board does not meet or rejects this request, the member may apply to the commercial court of first instance where the company's head office is located. The court may examine and decide the request over the file, the court's decision is final.

(5) The chairman of the board of directors cannot obtain information or inspect the company books and files outside the board of directors' meetings without the permission of the board. If this request of the chairman of the board of directors is rejected, the chairman may apply to the court in accordance with the fourth paragraph.

(6) The rights of a member of the board of directors arising from this article cannot be restricted or removed. The articles of association and the board of directors may extend the rights of the members to obtain information and review.

(7) Each member of the board of directors may request in writing from the chairman to call the board of directors for a meeting.

4. Prohibition of participating in negotiations

ARTICLE 393-(1) A member of the board of directors cannot participate in negotiations on matters where the personal and non-company interests conflict with the personal and non-company interests of one of his/her descendants or spouse or one of his/her spouse or one of his/her relatives up to the third degree, including third degree. This prohibition is also applied in cases where it is a requirement of the honesty rule that the member of the board of directors does not participate in the negotiations. In cases of hesitation, the decision is made by the board of directors. The relevant member cannot participate in this voting either. Even if the conflict of interest is not known to the board of directors, the relevant member has to explain it and comply with the ban.

(2) The members of the board of directors who act in violation of these provisions and the members who do not object to the attendance of the relevant member when the conflict of interest exists and is known objectively, and the members of the board of directors who decide to attend the meeting of the said member are liable for compensation for the loss incurred by the company due to this reason.

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(3) The reason for not participating in the negotiation due to the prohibition and the relevant transactions are written in the resolution of the board of directors.

V- Financial rights of the members of the board of directors

ARTICLE 394-(1) Members of the board of directors may be paid attendance fees, wages, bonuses, premiums and a share of the annual profit, provided that the amount is determined by the articles of association or the decision of the general assembly.

VI – Prohibition of making transactions with the company, borrowing from the company

ARTICLE 395-(1) A member of the board of directors cannot take any action with the company on behalf of himself or anyone else without obtaining permission from the general assembly; otherwise, the company may claim that the transaction is invalid. The other party cannot make such a claim.

(2)(Değişik: 26/6/2012-6335/17 md.) Non-shareholder members of the board of directors and their relatives listed in article 393, who are not shareholders, cannot borrow cash from the company. For these persons, the company cannot give surety, guarantee and collateral, cannot be held responsible, cannot take over their debts. Otherwise, for the amount owed to the company, the company's creditors can directly follow these people for the company's debts for the amount owed to the company.

(3) Provided that the provision of Article 202 is reserved, companies included in the group of companies can vouch for each other and give guarantees.

(4) Special provisions of the Banking Law are reserved.

VII - Prohibition of competition

ARTICLE 396- (1) A member of the board of directors cannot enter into a company dealing with the same type of commercial business as a partner with unlimited liability, just as he cannot carry out a commercial business type transaction that falls within the scope of the company's business on his own or someone else's account, without obtaining the permission of the general assembly. The company is free to demand compensation from the members of the board of directors who act contrary to this provision, or to consider the transaction made in the name of the company instead of compensation, and to sue that the benefits arising from the contracts made on behalf of third parties belong to the company.

(2) The election of one of these rights belongs to the members other than the member who violated the provisions of the first paragraph.

(3) These rights become time-barred after three months from the date on which the other members learn that the said commercial transactions have been made or that the member of the board of directors has joined another company, and in any case, one year after the realization of these.

(4) Provisions regarding the responsibilities of the members of the board of directors are reserved.

SECTION THREE – Supervision
A) in general

ARTICLE 397-(1) Financial statements of joint stock companies and companies subject to audit pursuant to the fourth paragraph are audited by the auditor in accordance with the Turkish Auditing Standards, which are in line with the international auditing standards published by the Public Oversight, Accounting and Auditing Standards Authority. Whether the financial information included in the annual report of the board of directors is consistent with the audited financial statements and whether they reflect the truth is also within the scope of the audit.

(2) Those who are subject to audit must clearly state whether their prepared financial statements have been audited, and if they have been audited, the auditor's opinion should be clearly stated in the title of the relevant financial statement. This provision is also applied to the annual report of the board of directors. Although subject to audit, the financial statements that have not been audited and the annual activity report of the board of directors are considered unedited.

(3) If the financial statements of the company and the group and the annual activity report of the board of directors have been changed after the presentation of the audit report and the change is of a nature to affect the audit reports, the financial statements and the annual report of the board of directors within the framework of the first paragraph are re-audited. The re-audit and its result are specifically described in the report. Appropriate annexes reflecting the re-audit are also included in the auditor's opinion.

(4) Companies that will be subject to audit within the scope of Article 398 are determined by the President.

(5) Joint stock companies outside the scope of the fourth paragraph and cooperatives within the scope of the Law No. 4572 and their superior organizations that are not subject to independent audit are audited in accordance with the provisions of this paragraph. The procedures and principles regarding the audit and the qualifications, ethical principles, duties and powers, election, dismissal or departure of the auditors who will perform the audit pursuant to this paragraph; Matters regarding the content of the audit and audit reports and the presentation of the report to the general assembly shall be regulated by a regulation to be issued by the President. The provisions of the law regarding the responsibility of the auditor are also applied by analogy to the auditors who will conduct audits pursuant to this paragraph.

(6) The financial statements and annual activity report of the board of directors of those who are subject to the audit within the scope of the fifth paragraph, but who do not have the said audit, are deemed not to have been prepared.

B) Subject and scope

ARTICLE 398-(1) Audit of the financial statements of the company and the group and the annual report of the board of directors; It is the audit of the inventory, accounting and internal audit to the extent required by the Turkish Auditing Standards, the reports given pursuant to article 378 within the meaning of the provisions of this Section, and the annual report of the board of directors within the framework of the first paragraph of article 397. This audit also includes the examination of compliance with the Turkish Accounting Standards, the law and the provisions of the articles of association regarding the financial statements. Auditing is carried out diligently and in accordance with the requirements and ethics of the auditing profession, in the context of the principles determined by the Public Oversight, Accounting and Auditing Standards Authority. The audit is carried out in a way that honestly indicates whether the assets and financial status of the company and the group are reflected in accordance with the honest picture principle within the meaning of Article 515, and if not, the reasons.

(2) Control;

a) The financial statements of the company and the annual activity report of the board of directors within the framework of the first paragraph of article 397 and the second paragraph of article 402,

b) It is done in a way to indicate and explain whether the consolidated financial statements of the Group and the annual activity report of the board of directors within the framework of the first paragraph of article 397 and the second paragraph of article 402 are in harmony with the information obtained by the auditor during the audit.

(3) The auditor responsible for the audit of the financial statements of the group examines the financial statements of the companies included in the consolidated statements of the group, especially the adjustments and offsets related to the consolidation, within the meaning of the first paragraph; unless the consolidated company has been audited in accordance with the provisions of this Section, whether required by law or not. This exception also applies if a company headquartered abroad has been subject to an audit equivalent to the audit stipulated by this Law.

(4) The auditor shall prepare a separate report explaining whether the board of directors has established the system and the authorized committee stipulated in Article 378 in order to timely identify the risks that threaten or may threaten the company and to carry out risk management, and if there is such a system, by issuing a separate report describing the structure of the committee and the practices of the committee. presents its report to the board of directors. The principles of this report are determined by the Public Oversight, Accounting and Auditing Standards Authority.(1)

C) Auditor

I – Election, dismissal and termination of contract

ARTICLE 399-(1) The auditor, by the general assembly of the company; The group auditor is elected by the parent company's general assembly. The auditor must be elected before the end of each activity period and, in any case, the activity period in which he will perform his duty. After the election, the board of directors registers with the trade registry which auditor has assigned the audit task without delay and announces it in the Turkish Trade Registry Gazette and on the website.

(2) Audit duty from the auditor can be withdrawn only as stipulated in the fourth paragraph and if another auditor has been appointed.

(3) The auditor selected to audit the financial statements of the parent company included in the consolidation is considered the auditor of the group financial statements, unless another auditor is selected.

(4) Commercial court of first instance in the place where the head office of the company is located;

a) Board of Directors,

b) Shareholders constituting ten percent of the capital and five percent of the main or issued capital in public companies,

Upon his request, he may appoint another auditor, by listening to the relevant parties and the elected auditor, if a justified reason is required regarding the person of the elected auditor, especially if there is a suspicion that he/she is acting biased.

(5) The case of dismissal and appointment of a new auditor is opened within three weeks following the announcement of the auditor's election in the Turkish Trade Registry Gazette. In order for the minority to file this lawsuit, they must vote against the election of the auditor at the general assembly, have the opposite vote recorded in the minutes, and hold the title of shareholder of the company for at least three months backwards from the date of the general assembly meeting where the election was held.

(6) If an auditor has not been elected until the fourth month of the operating period, the auditor is appointed by the court indicated in the fourth paragraph upon the request of the board of directors, each member of the board of directors or any shareholder. The same provision shall also be applied in cases where the selected auditor refuses to perform his/her duty or terminates the contract, the assignment decision is cancelled, the auditor is unable to fulfill his/her duty due to legal or any other reason or is prevented from performing his/her duty. The court's decision is final. In companies whose trusteeship is carried out by the Savings Deposit Insurance Fund, if an auditor has not been elected until the fourth month of the operating period, the auditor is appointed by the Minister to whom the Savings Deposit Insurance Fund is related, upon the proposal of the company's board of directors. The Minister may delegate this authority to the Fund Board.

(7) In case the auditor is appointed by the court, the court determines the prepayment to be deposited in the court cashier for his fee and possible expenses, taking into account the precedent. These can be appealed within three working days. The court decision is final.

(8) The auditor may terminate the audit contract only if there is a just cause or if an action for dismissal has been filed against him. Disagreements regarding the content of the opinion letter, limitation of the audit by the company or refusal to submit an opinion letter cannot be considered as a justification. The auditor's termination of the contract must be in writing and justified. The auditor is obliged to present the results obtained until the termination date to the general assembly; These results are presented to the General Assembly by making a report in accordance with Article 402.

(9) If the auditor makes a notice of termination pursuant to the provision of the sixth paragraph, the board of directors immediately elects a temporary auditor and submits the notice of termination to the information of the general assembly and the selected auditor to the approval of the same board.

II – Those who can become auditors

ARTICLE 400- (1) (Değişik: 26/6/2012-6335/19 md.) The auditor is the persons authorized by the Public Oversight, Accounting and Auditing Standards Institution, holding the title of certified public accountant or certified public accountant, licensed in accordance with the Law on Certified Public Accountant and Sworn-in Certified Public Accountant, dated 1/6/1989 and numbered 3568, to conduct independent audits, and / or the shareholders may be a capital company consisting of these persons. In the presence of one of the following situations, a certified public accountant, a certified public accountant and/or a capital company and one of their partners and the person or persons working with their partners or with whom the persons mentioned in this sentence work together cannot be an auditor in the relevant company. Namely, one of the ones listed in the previous sentence;

a) If he is a shareholder in the company to be audited,

b) If he is a manager or employee of the company to be audited or has held this title within three years prior to his appointment as an auditor,

c) If the legal representative or representative, member of the board of directors, manager or owner of a legal person, a commercial company or a commercial enterprise affiliated with the company to be audited, or has more than twenty percent share in them, or a descendant of a member of the board of directors or a manager of the company to be audited if someone is a spouse or relative by blood or in-law up to the third degree, including the third degree,

d) If he works in a company that is in connection with the company to be audited or has more than XNUMX% share in such a company, or if he serves in any way with a real person who has more than XNUMX% share in the company of which he will be the auditor,

e) If he has acted or contributed to the keeping of the books of the company to be audited or the preparation of the financial statements,

f) Legal representative, representative, employee, member of the board of directors, partner, owner or real person of the natural or legal person or one of its partners who cannot be an auditor in accordance with subparagraph (e) because he is engaged in or contributed to the keeping of the books or the preparation of the financial statements of the company to be audited. as himself,

g) If he/she works for an auditor who cannot be an auditor because he/she meets the conditions in subparagraphs (a) to (f),

h) If he has earned more than thirty percent of his entire income arising from his professional activity in the last five years from the auditing and consulting activities given to the company to be audited or to companies that have participated in it with more than twenty percent of his income, and he is expected to obtain this in the current year, he cannot become an auditor.

(2) The auditor, who has been elected as an auditor for the same company for a total of seven years within ten years, cannot be re-elected as an auditor unless three years have passed. The Public Oversight, Accounting and Auditing Standards Authority is authorized to determine the procedures and principles regarding the implementation of this paragraph and to shorten the periods specified in this paragraph.

(3) The auditor cannot provide consultancy or service to the company he audited, other than tax consultancy and tax audit, and cannot do this through a subsidiary company.

(4)(Mülga: 26/6/2012-6335/19 md.)

D) Obligation to present and the right to receive information

ARTICLE 401-(1) The company's board of directors has the financial statements and annual report of the board of directors drawn up and approved, and submits them to the auditor without delay. The board of directors provides the auditor with the necessary facilities to examine and audit the company's books, correspondence, documents, assets, debts, safe, valuable papers and inventory.

(2) The auditor requests the board of directors to provide him with all the information necessary for a lawful and careful audit and to present documents that can form a basis. If necessary for the preparations of the year-end audit, the auditor has the powers set forth in the second paragraph of the first paragraph and the first sentence of this paragraph, even before the issuance of the financial statements. If necessary for a careful audit, the auditor may also use the powers set forth in the first and second sentences of this paragraph for the subsidiary and parent companies.(1)

(3) The board of directors of the company that is responsible for issuing the consolidated financial statements, to the auditor who will audit the consolidated financial statements; It has to submit the financial statements of the group, the annual report of the group, the financial statements of the individual company, the annual reports of the boards of directors of the companies, the audit reports of the parent company and subsidiary companies if an audit has been made. The auditor may also use the powers stipulated in the first and second sentences of the first paragraph in terms of parent and subsidiary companies.

(4) Within the scope of the first sentence of the first paragraph, regarding the works and transactions carried out in and before the financial year in which the trustee was appointed for the first time, in the companies where it was decided to appoint a trustee in accordance with Article 4 of the Criminal Procedure Law No. There is no obligation to approve.

E) Audit report

ARTICLE 402-(1) The auditor prepares a report on the type, scope, nature and results of the audit, written in a clear, understandable and simple language and prepared in comparison with the previous year, on the financial statements.

(2) Furthermore, in a separate report, the examinations of the board of directors on the situation of the company or the group included in the annual report are evaluated by the auditor in terms of their consistency with the financial statements and their fairness.

(3) The auditor bases his assessment on the financial statements of the company, and if he is auditing, the financial statements of the parent company and the group. In the report, firstly, the opinion of the board of directors regarding the financial situation of the company and the group is expressed. In this opinion, especially in the context of auditing the financial statements of the company and the parent company, besides the analysis regarding the existence and future development of the company and the group, the company's board of directors' report and the annual group annual report are examined to the extent allowed by these documents.

(4) In the main part of the audit report;

a) Whether the bookkeeping scheme, financial statements and group financial statements comply with the provisions of the law and the articles of association regarding financial reporting,

b) It is clearly stated whether the board of directors has made the explanations requested by the auditor within the scope of the audit and whether it has given the documents.

(5) In addition, the financial statements and the books on which they are based;

a) Whether it is kept in accordance with the envisaged chart of accounts,

b) Within the framework of Turkish Accounting Standards, whether it reflects the picture of the company's assets, financial and profitability status fairly and honestly.

(6) If an evaluation has been made in accordance with the fourth paragraph of Article 398 within the framework of the audit, the result of this is shown in a separate report.

(7) The auditor signs his report and submits it to the board of directors.

F) Opinion letters (1)

ARTICLE 403-(1) The auditor explains the result of the audit in the opinion letter. This letter includes the auditor's evaluations as well as the subject, type, nature and scope of the audit, within the framework of the principles determined by the Public Oversight, Accounting and Auditing Standards Authority. In the auditor's letter, if he gives an affirmative opinion, first of all, in the audit conducted in accordance with Article 398 and Turkish Auditing Standards, no contradictions were found in terms of Turkish Accounting Standards and other requirements; According to the information obtained during the audit, the financial statements of the company or the group are accurate, the picture of assets and financial position and profitability are fair and the tables reflect this fairly.

(2) In the opinion letter, it is pointed out that there is no reason to require the responsibility of the board of directors in terms of matters related to the financial statements, if any. The opinion is written as determined by the Public Oversight, Accounting and Auditing Standards Authority and in a language that everyone can understand.

(3) If there are reservations, the auditor may limit the positive opinion or give a negative opinion. A limited positive opinion is given in cases where the financial statements contain discrepancies that can be corrected by the authorized boards of the company and the effects of these discrepancies on the results disclosed in the statements are not extensive and large. The subject and scope of the limitation and how the correction can be made are clearly shown in the limited affirmative opinion letter.

(4) In cases where there are uncertainties in the company books that do not allow the audit to be conducted in accordance with the provisions of this Section and conclusions can be reached, or if there are significant restrictions on the matters to be audited by the company, the auditor may refrain from expressing his opinion by explaining his reasons, even if he does not have evidence to prove them. Avoidance has consequences for negative opinion. The Public Oversight, Accounting and Auditing Standards Authority regulates the reason and method of avoidance and the principles of the justification for this in a communiqué.

(5) (Değişik: 26/6/2012-6335/20 md.) In cases where negative opinion is written, the board of directors calls the general assembly for a meeting within four business days following the delivery of the opinion letter and the general assembly elects a new board of directors. Unless otherwise stipulated in the articles of association, former members of the board of directors may be re-elected. The new board of directors prepares financial statements in accordance with the law, articles of association and standards within six months and presents them to the general assembly together with the audit report. In cases where a limited positive opinion is given, the general assembly also decides on the necessary measures and corrections.

(6) (Annex: 20/11/2017-KHK-696/109 art .; Exactly accepted: 1/2 / 2018-7079 / 102 art.) The provisions of the fifth paragraph shall not be applied in companies where a trustee is appointed pursuant to Article 5271 of the Law No. 133 due to their affiliation, affiliation or affiliation with terrorist organisations.

G) Auditors' responsibility arising from keeping confidentiality

ARTICLE 404- (1) (Change first sentence: 26 / 6 / 2012-6335 / 21 md.) The auditor and the special auditor, their assistants and their representatives who assist them in the audit are obliged to conduct the audit in an honest and impartial manner and to keep secrets. They cannot use the business and business secrets that they learned during their activities, related to the audit, without permission. Those who violate their obligations intentionally or negligently are liable to the company and to the affiliated companies if they cause damage. If the person causing the damage is more than one, the liability is several.

(2) Persons who are negligent in fulfilling the obligation stipulated in the first paragraph may be awarded compensation of up to one hundred thousand Turkish Liras for each audit, and up to three hundred thousand Turkish Liras for joint stock companies whose shares are traded on the stock exchange, due to the damage they have caused. This limitation on persons whose negligence causes damage is not only applicable if more than one person participated in the audit or if more than one responsible act was carried out, but also if some of the participants acted intentionally.

(3) In case the auditor is a capital company authorized to conduct independent audits, the confidentiality obligation also covers the board of directors, members and employees of this institution.(1)

(4) The indemnity liability arising from these provisions can neither be removed nor reduced by contract.

(5) Claims regarding the auditor's responsibility arising from this article are time-barred in five years, starting from the date of the report. However, if the act constitutes a crime and is subject to a longer statute of limitations than the Turkish Penal Code, that statute of limitations is also applied to the compensation case.

(6) The provisions of the penal legislation regarding reporting a crime are reserved.

H) Differences of opinion between the company and the auditor

ARTICLE 405-(1) Upon the request of the board of directors or the auditor, upon the request of the board of directors or the auditor, the differences of opinion arising between the company and the auditor regarding the year-end accounts of the company and the group, the financial statements and the annual report of the board of directors, regarding the interpretation or implementation of the provisions of the relevant law, administrative act or articles of association, The commercial court of first instance makes a decision based on the file. The decision is final.

(2) The debtor of the litigation expenses is the company.

I) Private auditor audit for group relations

ARTICLE 406-(1) a) If the auditor has written a limited positive opinion or letter of refusal regarding the company's relations with the controlling company or group companies, or

b) If the board of directors has declared that the company has suffered losses due to certain legal actions or measures implemented by the group and therefore no compensation has been made,

Upon the request of any shareholder, a special auditor may be appointed by the commercial court of first instance in the place where the head office of the company is located, to examine the relationship of the company with the controlling company or one of the affiliated companies of the controlling company.

PART FOUR - General Assembly
A) in general

ARTICLE 407-(1) Shareholders exercise their rights regarding company business at the general assembly. Legal exceptions are reserved.

(2) Executive directors and at least one member of the board of directors must be present at the general assembly meeting. Other members of the board of directors may attend the general assembly meeting. Auditor (…) (1) is present at the general assembly. Members and auditors may express their opinions.

(3) The representative of the Ministry of Customs and Trade also takes part in the general assembly meetings of the companies determined in accordance with Article 333. In other companies, in which cases the Ministry representative will be present at the general assembly, the procedures and principles regarding the appointment of the representatives for the general assembly meetings, their qualifications, duties and powers, as well as the fee schedules are regulated by a regulation to be issued by the Ministry of Customs and Trade. The expenses and fees of the Ministry representative to attend the meeting are covered by the relevant company.

B) Duties and authorities

ARTICLE 408-(1) The general assembly takes decisions in cases expressly stipulated in the law and the articles of association.

(2) Without prejudice to the non-assignable duties and powers stipulated in various provisions, the following duties and powers of the general assembly cannot be transferred:

a) Changing the articles of association.

b) Election of the members of the board of directors, determination of their terms, wages and their rights such as attendance fee, bonus and premium, decision on their release and dismissal.

c) (Değişik: 26/6/2012-6335/22 md.) Dismissal by election of the auditor, except for the exceptions stipulated in the law.

d) Making decisions regarding the use of financial statements, the annual report of the board of directors, savings on annual profit, determination of dividends and profit shares, including the participation of the reserve fund in the capital or the profit to be distributed.

e) Dissolution of the company, except for the exceptions stipulated in the law.

f) Wholesale of substantial company assets.

(3) In joint stock companies with one shareholder, this shareholder has all the powers of the general assembly. Decisions to be taken by the sole shareholder in the capacity of the general assembly must be in writing in order for them to be valid.

C) Meetings

ARTICLE 409-(1) General assemblies are held ordinarily and extraordinarily. The ordinary meeting is held within three months from the end of each activity period. At these meetings, negotiations are held and decisions are made regarding the election of the organs, the financial statements, the annual report of the board of directors, the use of the profit, the determination of the proportions of the profit and earnings shares to be distributed, the release of the members of the board of directors, and other matters that are relevant to the activity period and deemed necessary.

(2) If necessary, the general assembly is called for an extraordinary meeting.

(3) Unless there is a provision in the articles of association to the contrary, the general assembly convenes at the place where the head office of the company is located.

D) Call

I – Authority

1. Authorized and assigned bodies

ARTICLE 410-(1) Even if the general assembly has expired, it may be called by the board of directors. Liquidators may also call the general assembly meeting for matters related to their duties.

(2) In cases where the board of directors cannot convene continuously, the meeting quorum is not possible or does not exist, a single shareholder may call the general assembly meeting with the permission of the court. The court's decision is final.

2. Scarcity

a) in general

ARTICLE 411-(1) Shareholders constituting at least one-tenth of the capital and one-twentieth of the publicly traded companies may request the board of directors to call the general assembly meeting or, if the general assembly is already to be convened, to put on the agenda the issues they want to be resolved, by stating the necessary reasons and the agenda in writing. With the articles of association, the right of call may be granted to the shareholders with a smaller number of shares.

(2) The request to put an item on the agenda must have reached the board of directors before the payment of the announcement fee for the publication of the call notice in the Turkish Trade Registry Gazette.

(3) The request for the call and adding an item to the agenda is made through the notary public.

(4) If the board of directors accepts the call, the general assembly is called for a meeting to be held within forty-five days at the latest; otherwise, the call is made by the claimants.

b) Court's permission

ARTICLE 412- (1) If the requests of the shareholders regarding the call or adding an item to the agenda are rejected by the board of directors or if the request is not answered positively within seven working days, the commercial court of first instance in the place where the company headquarters is may decide to convene the general assembly upon the application of the same shareholders. If the court deems the meeting necessary, it appoints a trustee to set the agenda and make the call in accordance with the provisions of the Law. In his decision, he indicates the duties of the trustee and his authority to prepare the necessary documents for the meeting. Unless there is an obligation, the court decides by examining the file. The decision is final.

II – Agenda

ARTICLE 413-(1) The agenda is determined by the person calling the general assembly meeting.

(2) Matters that are not on the agenda cannot be discussed and decided upon in the general assembly. Legal exceptions are reserved.

(3) The dismissal of the members of the board of directors and the election of the new ones are considered to be related to the discussion of the year-end financial statements.

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III – Form of the call

1. In general

ARTICLE 414-(1) The general assembly is called to the meeting as indicated in the articles of association, by an announcement published on the company's website and in the Turkish Trade Registry Gazette. This call is made at least two weeks before the meeting date, excluding the announcement and meeting days. The day of the meeting and the newspapers in which the announcement is or will be published are notified by registered letter with return receipt.

(2) The provisions of the sixth paragraph of Article 11 of the Capital Markets Law are reserved.

2. Shareholders authorized to attend the general assembly

ARTICLE 415-(1) Shareholders whose names are included in the "list of attendees" prepared by the board of directors may attend the general assembly meeting.

(2) The owners of the registered shares of the shares, certificates and certificates whose names are included in the list of attendees, and the shareholders who are registered in accordance with Article 10/A of the Capital Market Law or the representatives of the aforementioned attend the general assembly. It is obligatory for real persons to show identification, and for representatives of legal persons to present a power of attorney.

(3) Holders of bearer share certificates, at the latest one day before the meeting date of the general assembly, can attend the general assembly meeting by proving that they are the owner of these notes, and presenting these cards. However, shareholders who prove that they have taken over the bearer share certificate on a date after the issuance of the access card may also attend the general assembly.

(4) The right to attend the general assembly and to vote cannot be made conditional on depositing the documents or share certificates proving that the shareholder is the owner of the shares in the company, in a credit institution or elsewhere.

3. Uncalled general assembly

ARTICLE 416- (1) The owners or representatives of all shares may convene as a general assembly and take decisions as long as the quorum for this meeting exists, without observing the procedure regarding the call, provided that the provisions regarding participation in the general assembly and holding the general assembly meetings are reserved, unless one of them objects.

(2) An item may be added to the agenda unanimously in the general assembly meeting without an invitation; on the contrary, the provisions of the articles of association are invalid.

E) Holding the meeting

I – Attendance list

ARTICLE 417-(1) The Board of Directors arranges the list of the shareholders of the registered shares that can attend the general assembly in accordance with the Article 10/A of the Capital Markets Law, according to the “shareholders chart” to be obtained from the Central Registry Agency.

(2) While the board of directors prepares the list of those who can attend the general assembly regarding the shares that are not registered, it takes into account the share book entries for the shares that are not registered in the year or registered, and for the holders of certificates, and those who receive the entry card for the bearer share certificates.

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(3) The list of those who can attend the general assembly to be held in accordance with the first and second paragraphs of this article is signed by the chairman of the board of directors and is kept at the place where the general assembly will be held before the meeting. In particular, the names and surnames or titles of the shareholders, their addresses, the amount of shares they hold, the nominal values ​​of the shares, their groups, the amount paid with the company's basic capital or the issued capital, and the places of signature of those who will attend the meeting originally and by way of representation are shown in the list.

(4) The list signed by those attending the general assembly is called the “list of attendees”.

(5) The procedures and principles of obtaining the shareholder chart from the Central Registry Agency in accordance with Article 10/A of the Capital Markets Law, the prohibition of the transfer of shares limited to the day of the general assembly meeting, if necessary, and other related issues, with a communiqué by the Capital Markets Board. is arranged.

II – Meeting and decision quorum

ARTICLE 418- (1) General assemblies are held with the presence of the owners or representatives of the shares that meet at least one fourth of the capital, except for the cases where a heavier quorum is stipulated in this Law or the articles of association. This quorum must be maintained throughout the meeting. If the mentioned quorum is not reached in the first meeting, the quorum is not sought for the second meeting to be held.

(2) Decisions are made with the majority of the votes present at the meeting.

III – Meeting presidency and internal directive

ARTICLE 419-(1) Unless otherwise stated in the articles of association, the meeting is chaired by a chairman elected by the general assembly, who is not necessarily a shareholder. The President determines the minutes clerk and, if necessary, the vote collector and creates the presidency. If necessary, a vice president may also be elected.

(2) The joint stock company board of directors prepares an internal directive containing the rules regarding the working principles and procedures of the general assembly, the minimum elements of which will be determined by the Ministry of Customs and Trade, and puts it into effect after the approval of the general assembly. This internal directive is registered and announced.

IV – Postponing the meeting

ARTICLE 420- (1) The discussion of the financial statements and related matters are postponed one month after the meeting chairman's decision, without the need for a resolution of the general assembly, upon the request of the shareholders holding one-tenth of the capital and one-twentieth of the publicly traded companies. The postponement is announced to the shareholders as written in the first paragraph of Article 414 and published on the website. For the following meeting, the general assembly is called to the meeting in accordance with the procedure stipulated in the law.

(2) It is obligatory that the discussion of the financial statements can be requested to be postponed once after the request of the minority, and that the points of the financial statements that have been objected to and that have been recorded in the minutes have not been answered by the relevant parties in accordance with the principles of fair accountability.

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V – Meeting and decision quorums for amendments to the articles of association

ARTICLE 421-(1) Unless there is a contrary provision in the law or the articles of association, resolutions amending the articles of association are taken with the majority of the votes present at the general assembly, where at least half of the company's capital is represented. If the meeting quorum stipulated in the first meeting is not achieved, a second meeting can be held within one month at the latest. The meeting quorum for the second meeting is that at least one third of the company's capital is represented at the meeting. The provisions of the articles of association that reduce the quorums stipulated in this paragraph or stipulate the relative majority are invalid.

(2) The following resolutions on amendments to the articles of association are taken unanimously by the owners or representatives of the shares constituting the entire capital:

a) Decisions placing liability and subsidiary liability to cover balance sheet losses.

b) Decisions regarding the relocation of the company's headquarters abroad.

(3) The following resolutions on amendments to the articles of association are taken with the affirmative votes of the owners or representatives of the shares constituting at least seventy-five percent of the capital:

a) Changing the business subject of the company completely.

b) Creation of privileged shares.

c) Limitation of the transfer of registered shares.

(4) If the quorums stipulated in the second and third paragraphs are not reached in the first meeting, the same quorum is sought in the following meetings.

(5) For companies whose shares are traded on stock exchanges, the meeting quorum in Article 418 is applied at the general assembly meetings to be held in order to take decisions on the following issues, unless there is a contrary provision in their articles of association:

a) Changes in the articles of association regarding capital increase and raising the registered capital ceiling.

b) Decisions regarding merger, division and conversion.

(6) Registered shareholders who voted negatively for the general assembly resolution regarding the change of the subject of the business completely or the creation of privileged shares are not bound by the restrictions on the transferability of the shares for six months following the publication of this resolution in the Turkish Trade Registry Gazette.

VI – Minute

ARTICLE 422-(1) The minutes contain the shareholders or their representatives, the shares they hold, their groups, their numbers, their nominal values, the questions asked at the general assembly, the answers given, the decisions taken, the number of positive and negative votes used for each resolution. The minutes are signed by the meeting chairmanship and the Ministry representative; otherwise it is invalid.

(2) The board of directors is obliged to immediately submit a notarized copy of the report to the trade registry directorate and to have the matters subject to registration and announcement in this report registered and announced; The report is also immediately posted on the company's website.

VII – Impact of decisions

ARTICLE 423-(1) Decisions made by the General Assembly are also valid for the shareholders who are not present at the meeting or who cast negative votes.

VIII - Decision on approval of the balance sheet

ARTICLE 424-(1) The general assembly decision regarding the approval of the balance sheet results in the acquittal of the members of the board of directors, managers and auditors, unless the decision is clear to the contrary. However, if some issues are not stated at all or properly in the balance sheet, or if the balance sheet contains some issues that will prevent the real situation of the company from being seen, and if a conscious action is taken in this regard, the approval does not have the effect of acquittal.

F) Personal rights of the shareholder

I – Attending the general assembly

Principle 1

ARTICLE 425-(1) The shareholder may attend the general assembly himself, in order to exercise his rights arising from his shares, or he may send a shareholder or non-shareholder to the general assembly as his representative. The articles of association stipulating that the representative be a shareholder is invalid.

2. Being authorized against the company

ARTICLE 426-(1) Shareholder rights arising from undocumented shares, registered share certificates and certificates are exercised by the shareholder registered in the share book or by the person authorized in writing by the shareholder.

(2) The person who proves that he has the owner of the bearer share certificate is authorized to use the rights arising from the shareholding against the company.

3. Representation of the shareholder

a) in general

ARTICLE 427-(1) The person who uses his participation rights as a representative obeys the instructions of the represented. Violation of the instruction does not invalidate the vote. The rights of the represented against the representative are reserved.

(2) The person who holds the bearer share certificate due to pledge, lien right, custody agreement or usage loan agreement and similar agreements can use his shareholding rights only if he is authorized with a special written document by the shareholder.

b) Representative of the body, independent representative and institutional representative

ARTICLE 428- (Mülga: 15/2/2018-7099/23 md.)

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c) The depositor's representative

ARTICLE 429- (1) If the depositor's representative is authorized to use the participation and voting rights arising from the shares and share certificates entrusted to him, he must apply to the depositor before each general assembly meeting for instructions on how to act.

(2) If it has been requested in time and the instruction has not been received, the entrusted person uses his right to participate and vote in accordance with the general instruction of the depositor; In the absence of such an instruction, the vote is cast in the direction of the suggestions made by the board of directors.

(3) The persons deposited within the meaning of this article, the principles and procedures to which they will be bound and the content of the representation document shall be regulated by a regulation by the Ministry of Customs and Trade.

d) Declaration

ARTICLE 430- (Mülga: 15/2/2018-7099/23 md.)

e) Notice

ARTICLE 431- (Mülga: 15/2/2018-7099/23 md.)

4. Multiple rights holders

ARTICLE 432-(1) If a share is jointly owned by more than one person, they may appoint one of them or a third person as a representative to exercise their rights arising from the share at the general assembly.

(2) In the event that a share has a usufruct right, the right to vote is exercised by the usufruct owner, unless otherwise agreed. However, the usufructuary is liable to the shareholder for not acting by considering the interests of the shareholder in an equitable manner.

II – Unauthorized participation

ARTICLE 433-(1) The transfer of shares or share certificates or the transfer of share certificates to another person in order to circumvent or in any way nullify the restrictions on the exercise of the voting right is invalid.

(2) Regarding unauthorized participation, each shareholder may object to the chairmanship of the meeting, and have his objection recorded in the minutes that he has made an objection to the board of directors.

III – Voting right

Principle 1

ARTICLE 434-(1) Shareholders use their voting rights at the general assembly in proportion to the total nominal value of their shares. The provision of the fifth paragraph of Article 1527 is reserved.

(2)Each shareholder has at least one voting right even if he owns only one share. In so far, the number of votes to be given to those holding more than one share may be limited by the articles of association.

(3) If the nominal value of the shares is reduced during the correction of the financial situation of the company, the voting right granted over the nominal value of the shares before the discount may be preserved.

(4) The Ministry of Customs and Trade may regulate cumulative voting in non-public joint stock companies with a communiqué.

2. Birth of the right to vote

ARTICLE 435-(1) The right to vote arises with the payment of the minimum amount of the share determined by law or the articles of association.

3. Lack of vote

ARTICLE 436- (1) The shareholder may not vote in negotiations regarding a personal business or transaction or a lawsuit in any judicial institution or arbitrator between himself, his spouse, descendants, or the sole proprietorships of which they are partners, or the capital companies under their control, and the company.

(2) Members of the company's board of directors and persons who are authorized to sign in the management cannot use their voting rights arising from their own shares in the resolutions regarding the acquittal of the members of the board of directors.

IV – The right to information and examination

ARTICLE 437-(1) Financial statements, consolidated financial statements, annual activity report of the board of directors, audit reports and profit distribution proposal of the board of directors are made available for inspection by the shareholders at the company's headquarters and branches at least fifteen days before the general assembly meeting. Of these, financial statements and consolidated statements are kept open for shareholders to obtain information at the head office and branches for a period of one year. Each shareholder may request a copy of the income statement and balance sheet at the expense of the company.

(2) Shareholder's general assembly, the company's business from the board of directors; may request information from the auditors about the method and results of the audit. The obligation to provide information also covers the affiliated companies of the company within the framework of Article 200. The information to be given must be careful and truthful in terms of accountability and honesty principles. If any of the shareholders has been given information on a subject other than the general assembly due to this capacity, upon the request of another shareholder, the same information is given in the same scope and detail, even if it is not related to the agenda. In this case, the board of directors cannot rely on the third paragraph of this article.

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(3) Providing information can only be refused on the grounds that if the requested information is given, company secrets will be disclosed or other company interests that need to be protected may be endangered.

(4) In order to examine the parts of the company's commercial books and correspondence that concern the question of the shareholder, the express permission of the general assembly or the decision of the board of directors on this matter is required. If permission is obtained, the examination can also be carried out through a specialist.

(5) The shareholder whose requests for information or examination are left unanswered, unfairly rejected, postponed and unable to receive information within the meaning of this paragraph, may apply to the commercial court of first instance, where the headquarters of the company is located, within ten days following the rejection, and in other cases after a reasonable period of time. The application is examined according to the simple trial procedure. The court decision may also include the instruction and form of giving information outside the general assembly. The court decision is final.

(6) The right to receive and review information cannot be abolished or limited by the articles of association or by a decision of one of the company's organs.

V – Right to request special audit

1. Admission of the general assembly

ARTICLE 438-(1) Each shareholder may request the general assembly to clarify certain events with a special audit, even if they are not on the agenda, if necessary for the exercise of their shareholder rights and if the right to obtain information or review has been exercised before.

(2) If the general assembly approves the request, the company or each shareholder may request the appointment of a special auditor from the commercial court of first instance in the place where the company headquarters is located, within thirty days.

2. Rejection of the general assembly

ARTICLE 439-(1) In case the general assembly rejects the special audit request, the shareholders constituting at least one tenth of the capital and one twentieth of the publicly traded joint stock companies, or the shareholders with a nominal value of at least one million Turkish Liras in total, shall be discharged from the commercial court of first instance in the place where the company headquarters is located, within three months. may request the appointment of a special auditor.

(2) A special auditor shall be appointed if the petitioners, founders or company bodies convincingly demonstrate that they have harmed the company or the shareholders by violating the law or the articles of association.

3. Assignment

ARTICLE 440-(1) The court gives its decision after hearing the company and the claimants.

(2) If the court deems the request appropriate, it determines the subject of investigation within the framework of the request and assigns one or more independent experts. The court's decision is final.

4. Mission

ARTICLE 441-(1) The private audit should be carried out within a useful time and without undue disruption to the company's business.

(2) The board of directors permits the examination of the company's books, writings including correspondence, assets, especially safes, valuable papers and goods.

(3) Founders, bodies, proxies, employees, trustees and liquidators are obliged to inform the special auditor about important facts. In case of disagreement, the court makes the decision. The court's decision is final.

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(4) The special auditor receives the opinion of the company on the results of the special audit.

(5) The special auditor is obliged to keep secrets.

5. Report

ARTICLE 442-(1) The special auditor submits a detailed report to the court regarding the result of the examination, while keeping the company's secrets.

(2) The court notifies the company of the report and decides on the company's request whether the disclosure of the report will harm the company's secrets or other interests of the company that are worth protecting, and therefore not to be presented to the claimants.

(3) The court provides the company and the claimants with the opportunity to report their evaluations and ask additional questions about the announced report.

6. Processing and disclosure

ARTICLE 443-(1) The board of directors presents the report and the related evaluations to the first general assembly.

(2) Each shareholder may request a copy of the report and the opinion of the board of directors from the company within one year following the general assembly meeting.

7. Expenses

ARTICLE 444-(1) If the court has accepted the appointment of a special auditor, it specifies the advance and expenses to be paid by the company. Expenses may be partially or fully charged to the claimants if special circumstances and conditions justify it.

(2) If the general assembly has decided to appoint a special auditor, the expenses will be borne by the company.

G) Cancellation of general assembly resolutions

I – Reasons for cancellation

ARTICLE 445-(1) Persons specified in Article 446 may file an action for annulment at the commercial court of first instance in the place where the headquarters of the company is located, against the general assembly resolutions which are contrary to the provisions of the law or the articles of association and especially the rule of good faith, within three months from the date of the decision.

II – Persons who can file an action for annulment

ARTICLE 446-(1) a) Having been present at the meeting and voting negatively for the resolution and having this opposition recorded in the minutes,

b) Whether he is present at the meeting or not, whether he has voted negatively or not; Shareholders claiming that the call was not duly made, the agenda was not duly announced, that persons or their representatives who were not authorized to attend the general assembly attended the meeting and cast their votes, that they were not unjustly allowed to attend and vote in the general assembly, and that the above-mentioned contradictions were effective in the decision of the general assembly,

c) Board of directors,

d) If the execution of the resolutions will cause personal liability, each member of the board of directors may file an action for annulment.

H) Butlan

ARTICLE 447-(1) General assembly, especially;

a) Limiting or eliminating the inalienable rights of the shareholder arising from participation in the general assembly, minimum votes, lawsuits and laws,

b) Limiting the shareholder's right to obtain information, examination and inspection, except to the extent permitted by law,

c) Decisions that distort the basic structure of the joint stock company or are contrary to the provisions of the protection of capital are invalid.

I) Miscellaneous provisions

I – Announcement, guarantee and legal remedy

ARTICLE 448-(1) The board of directors duly announces that the action for annulment or nullity has been filed and the hearing date, and puts it on the company's website.

(2) In the action for annulment, the hearing cannot be started before the expiry of the three-month period of foreclosure. If more than one annulment action is filed, the lawsuits will be combined.

(3) The court, upon the request of the company, may decide to provide security for the plaintiffs against possible damages. The court determines the quality and amount of the guarantee.

II – Postponement of execution of the decision

ARTICLE 449-(1) If an action for annulment or nullity is filed against the decision of the general assembly, the court may decide to defer the execution of the decision subject to the lawsuit, after taking the opinion of the members of the board of directors.

III – Impact of the decision

ARTICLE 450- (1) The court decision regarding the annulment or nullity of the general assembly resolution becomes effective for all shareholders after it becomes final. The board of directors must immediately register a copy of this decision with the trade registry and put it on the website.

IV – Responsibility of those who file an action for annulment and nullity in bad faith

ARTICLE 451-(1) If an action for annulment or nullity is filed against the decision of the General Assembly, the plaintiffs are jointly and severally liable for the losses incurred by the company for this reason.

SECTION FIVE – Amendment of the Articles of Association
FIRST DECEMBER - Generally

A) Principle

ARTICLE 452-(1) The general assembly may change all the provisions of the articles of association by complying with the conditions stipulated in the law, unless there is a provision in the articles of association to the contrary; Acquired and inalienable rights are reserved.

B) Procedure

I - GümrüMinistry of k and CommerceLIGHTpermission and general assembly resolution

ARTICLE 453-(1) If the general assembly is called for a meeting to amend the articles of association; Pursuant to Article 333, the approval of the Ministry of Customs and Trade is required in companies, and in other companies, the amendment draft, which has been decided by the board of directors, together with the current provisions to be amended, is the first of the article 414.

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It must be declared as stated in the first sentence of the paragraph. The quorums stipulated in Article 421 are applied to the decision of the General Assembly.

II – Privileged Shareholders Special Board

ARTICLE 454– (1) If the decision of the general assembly to amend the articles of association, to authorize the board of directors to increase the capital and the decision of the board of directors to increase the capital is of such a nature as to violate the rights of the privileged shareholders, this decision shall be made in a special meeting to be held by the said shareholders, in accordance with the following provisions, with a decision to be taken. cannot be implemented until approved.

(2) The board of directors calls the special board for a meeting within one month from the date of the announcement of the general assembly decision at the latest. Otherwise, each privileged shareholder may request from the commercial court of first instance, where the headquarters of the company is located, within fifteen days, starting from the last day of the calling period of the board of directors.

(3) The special assembly convenes with the majority of sixty percent of the capital representing the privileged shares and takes decisions with the majority of the shares represented at the meeting. If it is concluded that the rights of the privileged shareholders have been violated, the decision is stated with a reasoned report. The report must be submitted to the company's board of directors within ten days. Along with the minutes, the list containing the minimum number of signatures of those who voted negatively for the approval of the general assembly resolution, and a joint notification address to be valid for the lawsuit that may be filed pursuant to the provisions of the eighth paragraph of this article, is also given to the board of directors. The report is registered and announced in the Turkish Trade Registry Gazette, together with the accompanying information. If the conditions in this provision are not complied with, the decision of the special board shall be deemed not to have been taken.

(4) In the general assembly, if the owners or representatives of the privileged shares have voted affirmatively to amend the articles of association, in accordance with the meeting and decision quorum stipulated in the third paragraph, a separate special meeting is not held.

(5) If the special assembly cannot convene within the time limit despite the call, the general assembly decision is deemed to have been approved.

(6) In the special assembly meeting, within the framework of the third paragraph of Article 407, the representative of the Ministry is also present and signs the report.

(7) Against the decision of the special assembly not to approve, the board of directors may file a lawsuit for the annulment of this decision and the registration of the general assembly resolution, within one month from the date of the decision, at the commercial court of first instance where the headquarters of the company is located, on the grounds that the said resolution of the general assembly does not violate the rights of the shareholders. .

(8) The action for annulment is directed against those who cast negative votes for the approval of the general assembly resolution.

III – Registration

ARTICLE 455-(1) The general assembly resolution regarding the amendment of the articles of association is registered by the board of directors in the trade registry of the place where the head office and branches of the company are located; in addition, the issues related to the announcement are announced; The registered and announced decision is posted on the company's website. The change decision is not valid before registration against third parties.

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SECOND AYIRIM - Special Changes

A) Increasing the capital

I – Common provisions

1. In general

ARTICLE 456-(1) Except for the increase made from internal resources, the capital cannot be increased unless the cash values ​​of the shares are fully paid. The fact that the amounts that are not considered important in relation to the capital have not been paid does not prevent the capital increase.

(2) According to Article 459 of the basic capital system, the general assembly; In the registered capital system, in accordance with Article 460, the board of directors decides. If the amended version of the relevant provisions of the articles of association, for which permission is obtained, is accepted after being amended at the general assembly, it must be approved by the Ministry of Customs and Trade.

(3) If the increase cannot be registered within three months following the decision of the general assembly or the board of directors, the decision of the general assembly or the board of directors and, if taken, the permission becomes invalid and the second paragraph of article 345 is applied.

(4) Articles 353 and 354 and the first paragraph of Article 355 are applied by analogy to all types of capital increase.

(5) Without prejudice to the following special provisions, Article 455 is applied to the registration of the decision to increase the capital.

2. Statement of the board of directors

ARTICLE 457-(1) A statement is signed by the Board of Directors according to the type of capital increase. The statement is prepared in accordance with the principle of giving information in a clear, complete, correct and honest way.

(2) Declaration;

a) If cash capital is put in; the increased portion has been fully committed and the amount required to be paid in accordance with the law or the articles of association has been paid; If capital in kind is added or taken over for a month, it is appropriate to pay for these (…)(1) the capital in kind taken over, the type of the same, the method of evaluation, its accuracy and justification; if a debt is exchanged, its existence, validity and exchangeability; the free disposal of the capitalized fund or reserve; the approvals of the necessary bodies and institutions have been obtained; legal and administrative requirements are fulfilled; if the priority rights are limited or removed, the reasons, amount and rate; There are documented and reasoned explanations about who, why and at what price the unused priority rights are granted. (1)

b) Guarantees are given as to the sources from which the capital increase made from internal sources is met, the reality of these sources and their existence within the company's assets.

c) The compliance of the conditional capital increase and its implementation with the law shall be stated.

D) (…)(2) Information is given about the fees paid to service providers and other persons, and the benefits provided, by comparing them with their peers. (2)

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(1) With the Article 15 of the Law No. 7 dated 2016/6728/73, the phrase “and in case the matters in Article 349 are present in the concrete case, explanations regarding them” in this paragraph has been repealed.

(2) With the 26st article of the Law dated 6/2012/6335 and numbered 41, the phrase “with the transaction auditor examining the capital increase” was removed from the text of the article.

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3. Inspection report

ARTICLE 458-(Mülga: 26/6/2012-6335/43 md.)

II – Increase through capital commitment

1. In the main capital system

ARTICLE 459-(1) All of the shares representing the increased capital are committed either in the different articles of association or in the participation commitments.

(2) The participation commitment is made in writing, unconditionally and unconditionally, within the framework of Article 461 on purchasing new shares. The subsidiary undertaking, by specifying the capital increase that caused the issuance of the undertaking; It includes the number of the subscribed shares, their nominal values, types, groups, the amount paid in advance, the period of commitment and the issuance premium, if any, and the signature of the subscriber.

(3) In this type of capital increase, article 341 is applied to the cash capital commitment, 342nd and 343th articles to the capital in kind, 344th and 345th articles to the payment of the costs, 346th to the shares to be offered to the public, and 347th to the shares to be issued by analogy.

2. In the registered capital system

ARTICLE 460-(1) In a joint stock company that is not open to the public, if the authority to increase the capital up to the registered capital ceiling determined in the articles of association is granted to the board of directors, with the original or amended articles of association, this board shall make the capital increase within the framework of the provisions of this Law and within the limits of authority stipulated in the articles of association. can do in. This authorization can be granted for a maximum of five years.

(2) In order for the capital to be increased, the board of directors shall submit the capital provisions of the articles of association in their forms, with the permission of the Ministry of Customs and Trade, if required pursuant to Article 333, its decision on increasing the capital, the limitations regarding the privileged shares and pre-emptive rights, the records regarding the premium and its announces the rules on its implementation as stipulated in the articles of association and publishes it on its website. The board of directors, in this decision; It specifies the amount of the increased capital, the nominal values ​​of the new shares to be issued, their number, type, whether they are premium or privileged, whether the priority right is limited, the terms and duration of use, and informs about these matters and other matters required in accordance with the principle of public disclosure.

(3) The provisions of Article 459 are applied by analogy with regard to the commitment of new shares to be issued, the minimum amount of cash to be paid, capital in kind and other issues.

(4) The board of directors must be authorized by the articles of association in order to issue privileged shares or above their nominal value and to limit the rights of the shareholders to purchase new shares.

(5) Against the decisions of the board of directors, shareholders and members of the board of directors may file an action for annulment within one month from the date of the announcement of the decision, in the presence of the reasons set forth in Article 445. Articles 448 to 451 are applied by analogy to this case.

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(6) After the capital increase is carried out in accordance with the above provisions, the new version of the capital clause of the articles of association showing the issued capital is registered by the board of directors.

(7) The provisions of the Capital Market Law regarding public joint stock companies are reserved.

3. Right of priority

ARTICLE 461- (1) Each shareholder has the right to buy newly issued shares according to the ratio of their existing shares to the capital.

(2) With the decision of the General Assembly regarding the capital increase, the shareholder's pre-emptive right may be limited or removed only if there are justified reasons and with the affirmative vote of at least sixty percent of the basic capital. In particular, public offering, acquisition of enterprises, business parts, affiliates and participation of workers in the company are considered justifiable grounds. By limiting or removing the priority right, no one can be benefited or lost without justification. Apart from the condition regarding the quorum, this provision is also applied to the decision of the board of directors in the registered capital system. The board of directors shall explain the reasons for the limitation or removal of the priority right; reasons for issuing new shares with and without premium; explains how the premium is calculated with a report. This report is also registered and announced.

(3) The Board of Directors determines the principles of exercising the right to purchase new shares with a decision and gives the shareholders at least fifteen days for this decision. Decision registration and Article 35 (…) (1) announced in the newspaper. It is also placed on the company's website. (1)

(4) The priority right is transferable.

(5) The Company may not prevent the shareholders to whom it has the priority right from exercising these rights, claiming that the transfer of registered shares is limited by the articles of association.

III – Capital increase from internal resources

ARTICLE 462-(1) Capital can be increased from internal resources by converting the freely usable parts of the legal reserves and the legal reserves set aside by the articles of association or the resolution of the general assembly, into capital.

(2) It is confirmed by the approved annual balance sheet and a clear and written statement to be given by the board of directors that the amount that covers the increased part of the capital from internal resources actually exists within the company. If more than six months have passed since the balance sheet date, a new balance sheet must be prepared and approved by the board of directors. (2)

(3) In case there are funds allowed by the legislation to be added to the capital in the balance sheet, the capital cannot be increased by committing capital without these funds being converted into capital. Capital can be raised both by converting these funds into capital and by committing capital at the same time and at the same rate. The increase becomes final with the registration of the decision of the general assembly or the board of directors and the amendment of the relevant articles of the articles of association. With the registration, the current shareholders automatically acquire the bonus shares according to the ratio of their current shares to the capital. The right on bonus shares cannot be removed or limited; This right cannot be waived.

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(1) With the article 26 of the Law dated 6/2012/6335 and numbered 41, the phrase "a newspaper with a circulation of at least fifty thousand and distributed at the national level" in this paragraph has been removed from the text of the article.

(2) With Article 26 of the Law No. 6 dated 2012/6335/40, "işlem checkçheat" phrase "yöof the board of directors" ve "işlem checkçtheir" phrase "yömy board of directors”Has been changed to.

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IV – Conditional capital increase

Principle 1

ARTICLE 463-(1) The General Assembly may decide to increase the capital conditionally by providing the right to acquire new shares by exercising the right to change or purchase new shares in the articles of association to the creditors or employees of the company or group companies due to newly issued bonds or similar debt instruments.

(2) The capital increases automatically as soon as and to the extent that the right to change or purchase is exercised and the capital debt is fulfilled by settlement or payment.

2. Boundaries

ARTICLE 464-(1) The total nominal value of the conditionally increased capital cannot exceed half of the capital.

(2) The payment made must be at least equal to the face value.

3. The basis in the articles of association

ARTICLE 465-(1) Articles of Association;

a) The nominal value of the conditional capital increase,

b) Numbers, nominal values ​​and types of shares,

c) Groups that can benefit from the right to change or purchase,

d) The pre-emptive rights of the existing shareholders have been revoked and the amount thereof,

e) Privileges to be granted to certain share groups,

f) Limitations on the transfer of newly registered shares,

It contains.

(2) If bonds or similar debt instruments containing conversion and purchase rights related to bonds and similar debt instruments are not primarily offered to the shareholders, the articles of association shall also;

a) Conditions for exercising the right to change or purchase,

b) Principles regarding the calculation of the issuance price,

also explains.

(3) Change and purchase rights granted before the registration of the articles of association regarding the conditional capital increase are void.

4. Protection of shareholders

ARTICLE 466- (1) In case of conditional capital increase, in case promissory notes containing the right to change and buy depending on bonds and similar debt instruments, these are first offered to the shareholders in proportion to their existing shares.

(2) The right to be addressed with this recommendation may be removed or limited in the presence of justifiable reasons.

(3) Due to the removal or limitation of the priority and the right to be the subject of a recommendation required for a conditional capital increase, no one can be benefited or incurred in a way that cannot be justified.

5. Protection of persons who have the right to exchange or purchase

ARTICLE 467-(1) Creditors or employees who have the right to change or purchase registered shares, who have been granted the right to acquire registered shares, cannot be prevented from exercising such rights on the grounds that the transfer of such shares is limited; unless this matter is reserved in the articles of association and the prospectus.

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(2) The right to replace or purchase cannot be lost by capital increase, new replacement or purchase rights, or by any other means; unless the replacement price has been reduced or a suitable equalization has been provided to the beneficiaries or the rights of the shareholders have been lost.

6. Realization of capital increase

a) Exercise of rights, capital commitment

ARTICLE 468-(1) Change and purchase rights are exercised with a written statement referring to the provision of the articles of association regarding the conditional capital increase; If the legislation deems it necessary to publish the export prospectus, reference is made to this as well.

(2) The performance of the commitment is made through a deposit or participation bank by depositing money or clearing.

(3) Shareholder rights arise with the execution of the capital commitment.

b) Verification of compliance

ARTICLE 469-(Mülga: 26/6/2012-6335/43 md.)

c) Bringing the articles of association into conformity

ARTICLE 470- (1) (Değişik: 26/6/2012-6335/23 md.) In the capital increase declaration, the Board of Directors determines the number of newly issued shares, their nominal value, their types, the privileges granted to certain groups or the status of the capital at the end of the accounting period. The board of directors adapts the articles of association to the current situation.

(2) (Mülga: 26/6/2012-6335/23 md.)

d) Registration in the trade registry

ARTICLE 471-(1) The Board of Directors shall register the amendment of the articles of association with the trade registry within three months at the latest following the closing of the accounting period; the declaration of the board of directors regarding the capital increase (…)(2) deposits it in the register.(1) (2)

7. Exclusion from the articles of association

ARTICLE 472-(Değişik: 26/6/2012-6335/24 md.)

(1) Upon the expiration of the right to change and purchase, the board of directors removes the provision regarding the conditional capital increase from the articles of association. The provision is also deleted from the registry.

B) Reduction of basic capital

I - Decision

ARTICLE 473-(1) If a joint stock company does not issue new shares to replace the reduced portion by reducing its capital, the general assembly decides to amend the articles of association as necessary. The reasons for the capital reduction, the purpose of the reduction and how the reduction will be made are explained in detail and in accordance with the principles of accountability, in the call announcements for the general assembly meeting, in the letters and in the website notification. In addition, the board of directors presents a report containing these issues to the general assembly, and the report approved by the general assembly is registered and announced.

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(1) With Article 26 of the Law No. 6 dated 2012/6335/40, the phrase "declaration" in this paragraph has been changed to "declaration".

(2) With the 26st article of the Law No. 6 dated 2012/6335/41, the phrase "audit verification with" in this paragraph has been removed from the text of the article.

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(one) (…)(1) Despite the decrease in the capital, it is not decided to reduce the capital unless the existence of the assets in the company is determined to fully meet the rights of the company's creditors.(1)

(3) The first sentence of the third paragraph of Article 421 is applied to the decision of the General Assembly. In the decision (…)(1) It shows how the capital reduction will be made. (1)

(4) The book profit that will arise according to the records due to the reduction of the basic capital can only be used for the destruction of the shares.

(5) The capital cannot be reduced below the minimum amount determined in Article 332 under any circumstances.

(6) This article and articles 474 and 475 are applied by analogy with the reduction of the issued capital in the registered capital system.

II – Call to creditors

ARTICLE 474-(1) If the general assembly decides to decrease the basic capital, the board of directors announces this decision three times at seven-day intervals in the newspaper referred to in article 35, as well as in the articles of association, apart from posting this decision on the company's website. In the announcement, it states that the creditors can demand their payment or security by declaring their receivables within two months following the third announcement in the Turkish Trade Registry Gazette. Call letters are also sent to creditors known to the company.

(2) In order to close a deficit in the balance sheet as a result of losses, and if the capital is reduced in proportion to these deficits, the board of directors may waive the call of the creditors and the payment of their rights or securing them.

III – Execution of decisions

ARTICLE 475-(1) The capital may be reduced only after the expiry of the period granted to the creditors and the payment or collateral of the declared receivables; otherwise, the creditors may file a lawsuit for the annulment of the capital reduction within two years following the announcement of the registration of the capital reduction transaction at the commercial court of first instance in the place where the company's headquarters is located. In case of insufficient collateral, the judicial remedy is open.

(2) In cases where it is necessary to reduce the amount of share certificates by changing or stamping or in another way in order for the reduction decision to be implemented, the share certificates that are not returned despite the warning made for this matter may be canceled by the company. In the communique, it is written that the bills that are not returned to the company will be cancelled.

(3) If the amount of share certificates returned by the shareholders to the company for replacement is not sufficient to change it in accordance with the decision, these notes are canceled and the new notes to be given in return for these are sold and the amount of their shares is kept in the company.

(4) Unless documents showing compliance with the above paragraphs and the conditions written in Articles 473 and 474 are submitted, the decision to reduce the basic capital and the fact that the capital has actually been reduced cannot be registered in the trade registry.

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(1) With the 26st article of the Law dated 6/2012/6335 and numbered 41, the phrases "with the report of the process auditor" in the second paragraph of the article 473, and "with the explanation of the result of the process auditor's report" in the third paragraph have been removed from the text of the article.

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CHAPTER SIX

Share and Capital Putting Debt

FIRST DECEMBER

Pay

A) General provisions

I – Minimum nominal value

ARTICLE 476-(1) The nominal value of the share is at least one kuruş. This value can only be increased by one penny and its multiples. The aforementioned nominal value may be increased up to a hundredfold by the President.(1) 

(2) Shares issued in violation of the first paragraph are invalid; however, the rights arising from the payment for the share are reserved. Issuers of the said shares are jointly and severally liable to the persons they have harmed. Article 560 is applied about the statute of limitations.

(3) In order to improve the financial situation of the company in difficulty, if the nominal value of the share is more than one cent, it can be reduced to one cent.

II – Indivisibility of shares

ARTICLE 477-(1) Share cannot be divided against the company. If a share has more than one owner, they can exercise their rights against the company only through a common representative. If they fail to appoint such a representative, the notification to be made by the company to one of the owners of the said share shall apply to all of them.

(2) The general assembly is authorized to divide the shares into shares with lower nominal values, or to combine the shares into shares with higher nominal values, by changing the articles of association, provided that the capital amount remains the same. However, in order for the shares to be combined, each shareholder must approve this transaction. Article 476 of the Law is reserved.

B) Preferred shares

I – Definition

ARTICLE 478-(1) Some shares may be privileged with the first articles of association or by amending the articles of association.

(2) Concession; It is a superior right granted to the share in rights such as dividend, liquidation share, priority and voting right, or a new shareholding right not stipulated in the law.

(3) The provision of Article 360 ​​is reserved.

(4) (Ek: 26/6/2012-6335/25 md.) More than half of its capital, alone or together; In joint stock companies belonging to the state, special provincial administrations, municipalities and other public legal entities, trade unions, associations, foundations, cooperatives and their superior organizations, and in the affiliates of these companies in which they have the same share of capital; Except for the privileges that can be granted to the shares they hold, no privileges set forth in this Law can be granted to other shares, shareholders forming a certain group, certain share groups and minority. This provision does not apply to joint stock companies whose shares are traded on the stock exchange, credit institutions defined in Article 5411 of Law No. 3 and financial institutions.

II – Preferred shares in voting

ARTICLE 479-(1) Voting privilege can be granted by giving different number of voting rights to the shares of equal nominal value.

(2) A share can be granted a maximum of fifteen voting rights. This limitation does not apply in cases where institutionalization requires or a just cause is proven. In these two cases, the commercial court of first instance in the place where the head office of the company is located should examine the institutionalization project or the just cause and decide to be exempted from the limitation depending on these. Any change to the project is subject to a court decision. In cases where it is understood that the institutionalization will not take place or the just cause disappears, the decision to make an exception can be withdrawn by the court.

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(1) According to Article 2 of the Decree Law No. 7 of 2018/700/192, the The phrase "By the Council of Ministers" is "By the President" It has been changed.

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(3) Privilege in voting cannot be used in the following decisions:

a) Change of articles of association.

b) (Mülga: 26/6/2012-6335/43 md.)

c) Opening a case of release and liability.

SECOND AYIRIM

Obligation to Perform Share Price and Consequences of Non-Performance

A) Principle

ARTICLE 480-(1) Except for the exceptions stipulated in the law, no debt may be imposed on the shareholder by the articles of association, except for performance of the premium exceeding the share price or the nominal value of the share.

 (2) In joint stock companies that accept the registered capital system, the board of directors may be authorized to issue premium shares with the articles of association.

(3) Shareholders cannot claim back what they have given to the company as capital; Rights regarding liquidation share are reserved.

(4) In cases where share transfers are subject to the approval of the company, the articles of association may impose an obligation on the shareholders to fulfill the obligations arising from the capital commitment, which are repeated from time to time and whose subject is not money. The nature and scope of these secondary obligations can be written on the back of the share certificates or certificates.

B) Call to pay

ARTICLE 481-(1) The prices of the shares are requested from the shareholders by means of an announcement, unless there is no other provision in the articles of association, by the board of directors. In the announcement, the rate or amount of the capital debt to be paid, the date of payment and where the payment will be made are clearly stated.

(2) Regarding the secondary obligations, a contract penalty may also be stipulated in the articles of association.

C) Default

I – Results

ARTICLE 482-(1) The shareholder, who does not fulfill his capital investment debt within the due time, is obliged to pay default interest without the need for a warning.

(2) In addition, the board of directors is authorized to deprive the delinquent shareholder of his rights arising from the participation commitment and the partial payments he has made, to sell the said share and replace it, and to cancel any share certificates given to him. If the canceled share certificates cannot be seized, the cancellation decision is announced in the newspaper written in Article 35 and also as stipulated in the articles of association.

(3) With the articles of association, the shareholders may be obliged to pay a contract penalty in case of default.

(4) The compensation rights of the company are reserved.

II – Iskat method

ARTICLE 483-(1) In order for the second and third paragraphs of Article 482 of the Law to be implemented, the board of directors shall give a warning to the defaulting shareholder with a message to be published on the company's website, through an announcement in the newspaper written in Article 35 and as stipulated in the articles of association. In this notice, it is stated that the defaulting shareholder must pay the amount subject to default within one month, otherwise, he will be deprived of his rights regarding the relevant shares and a contract penalty will be demanded.

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(2) This invitation and warning to the owners of the registered share certificates is made by registered mail with return receipt and via the website message instead of the announcement. The one-month period starts from the date of receipt of the letter.

(3) The defaulting shareholder is liable to the company for the outstanding amount from the payments of the new shareholder.

(4) The provision of Article 501 is reserved.

CHAPTER SEVEN

Securities

FIRST DECEMBER

stock certificates

A) Common Provisions

I – Species

1. Terms

ARTICLE 484– (1) Share certificates shall be bearer or registered.

(2) Bearer share certificates cannot be issued for shares whose prices have not been fully paid. Those issued in violation of this provision are void. Compensation rights of beneficiaries are reserved.

2. Conversion

ARTICLE 485-(1) Unless otherwise stipulated in the articles of association, the type of share can be changed by conversion. Conversion is done by changing the articles of association. In cases where conversion is stipulated by law, the board of directors takes the necessary decision and immediately implements it and immediately initiates the attempt to reflect this on the articles of association.

(2) In order for the registered share certificates to be converted into bearer share certificates, the price of the shares must be fully paid.

II – Issuance of stock certificates

ARTICLE 486-(1) Shares issued before the registration of the company and capital increase are invalid; however, the obligations arising from the commitment of participation continue to be valid.

(2) If the shares are bearer shares, the board of directors prints and distributes the share certificates to the shareholders within three months from the date of payment of the full share price. The decision of the board of directors regarding the printing of bearer share certificates is registered and announced, and also posted on the company's website. Until the share certificate is printed, the certificate can be issued. Provisions regarding registered share certificates are applied by analogy to the certificates.

(3) If the minority requests, the registered share certificate is printed and distributed to all registered share holders.

(4) The person issuing share certificates before registration is liable for the damages arising therefrom.

III – Shape of share certificates

ARTICLE 487-(1) Share certificates; The company must state the title, capital amount, the date of establishment, the capital amount on this date, the arrangement of the issued share certificate, the date of its registration, the type and nominal value of the certificate, how many shares it contains, and it must be signed by at least two of those authorized to sign on behalf of the company. In closed companies, the signature must be perforated in print or other security measures to prevent fraud must be applied.

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(2) In addition to the registered share certificates; The owners must also disclose the name and surname or trade name, place of residence, and the amount paid in the share price. These promissory notes are registered in the company's share book.

IV – Worn stocks

ARTICLE 488-(1) If a share certificate or certificate is worn out or corrupted to such an extent that it cannot be circulated, or if its content or distinctive features and qualities cannot be understood in a way that leaves no room for doubt, its owner has the right to request a new certificate or certificate from the company, provided that the expenses are paid in advance.

B) Transfer of bearer share certificates

ARTICLE 489-(1) The transfer of bearer share certificates shall be valid for the company and third parties only after the transfer of possession.

C) Principle in the transfer of registered shares and share certificates

ARTICLE 490-(1) Unless otherwise stipulated in the law or the articles of association, registered shares can be transferred without any limitation.

(2) Transfer by legal action can be made by transferring the possession of the endorsed registered share certificate to the transferee.

D) Limitation of turnover

I – Legal limitation

ARTICLE 491-(1) Registered shares that have not been paid in full can only be transferred with the approval of the company; unless the transfer takes place through inheritance, division of inheritance, the provisions of the property regime between spouses or by forceful execution.

(2) The company may refuse to give approval only if the solvency of the transferee is in doubt and the guarantee requested by the company has not been given.

II – Limitation by articles of association

1. Principles

ARTICLE 492-(1) The articles of association may stipulate that registered shares can only be transferred with the approval of the company.

(2) This limitation also applies when establishing the usufruct right.

(3) If the company is in liquidation, restrictions on transferability are waived.

2. Registered shares not listed on the stock exchange

a) Reasons for rejection

ARTICLE 493-(1) The company may reject the request for approval by citing an important reason stipulated in the articles of association or by suggesting that the transferor buy its shares at the actual value at the time of application, for its own or other shareholders or third parties.

(2) If the provisions of the articles of association regarding the composition of the shareholders' circle justify the refusal of approval in terms of the company's scope of operation or the economic independence of the business, it constitutes an important reason.

(3) Furthermore, if the transferee does not expressly declare that he bought the shares on his own behalf and on his own account, the company may refuse to register the transfer in the share register.

(4) Shares; If they are acquired due to inheritance, division of inheritance, property regime provisions between spouses or due to compulsory execution, the company may refuse to give approval to the person who acquires the shares, only if it offers to take over the shares with their actual value.

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(5) The transferee may request the determination of the actual value of their shares from the commercial court of first instance in the place where the head office of the company is located; In this case, the court takes the value of the company closest to the decision date as a basis. The company covers the valuation expenses.

(6) If the transferee does not reject this price within one month from the date of learning the actual value, he is deemed to have accepted the takeover proposal of the company.

(7) The articles of association cannot aggravate the transferability conditions.

b) Provisions

ARTICLE 494-(1) Unless the necessary approval for the transfer is given, the ownership of the shares and all rights attached to the shares remain in effect.

(2) In case the shares are acquired as a result of inheritance, division of inheritance, the provisions of the property regime between spouses or due to compulsory execution, the rights regarding their ownership and the assets arising from them are immediately; The right to attend the general assembly and the voting rights pass to the transferee only with the approval of the company.

(3) If the company does not reject the request for approval within three months at the latest from the date of receipt, or if the rejection is unjustified, the approval is deemed to have been given.

3. Registered shares quoted on the stock exchange

a) Reasons for rejection

ARTICLE 495-(1) The company may not recognize as a shareholder a person who acquires the registered shares listed on the stock exchange, but the articles of association, with respect to the registered shares that can be acquired, shall recognize the acquirer as the shareholder, based on the capital and expressed as a percentage. If the acquisition has stipulated the upper limit and this upper limit has been exceeded, it may reject it.

(2) In addition, if the transferee does not expressly declare that he has purchased the shares in his own name and account, despite his request, the company may refuse to register the shares in the share register.

(3) In cases where the registered shares listed on the stock exchange are acquired through inheritance, division of inheritance, property regime provisions between spouses or forced execution, the transferee cannot be denied the title of shareholder.

b) Notification obligation

ARTICLE 496-(1) In case the registered shares quoted on the stock exchange are sold on the stock exchange, the Central Registry Agency shall notify the company of the identity of the transferor and the number of shares sold in accordance with the regulations of the Capital Markets Board, or provide the company with technical access to this information.

c) Transition of rights

ARTICLE 497-(1) If the registered shares listed on the stock exchange are acquired on the stock exchange, the rights arising from the shares pass to the transferee with the transfer of the shares. In case the registered shares listed on the stock exchange are acquired outside the stock exchange, the rights in question pass to the transferee upon the transferee's application to the company for the recognition of the shareholding title by the company.

(2) The transferee may not exercise the right to attend the general assembly and to vote, and other rights related to the voting right, arising from the shares, until they are recognized by the company. The acquirer is not subject to any restrictions on the exercise of all other shareholding rights, especially the right of preference.

(3) The transferees who have not yet been recognized by the company are registered in the share book as shareholders who do not have voting rights, after the rights have passed. The said shares cannot be represented in the general assembly.

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(4) If the refusal is against the law, the company recognizes the right to vote and related rights as of the finalization date of the court decision. If the company cannot prove that no fault can be attributed to it, it is obliged to compensate the loss suffered by the transferee due to the refusal.

d) Rejection period

ARTICLE 498-(1) If the company does not reject the transferee's request to be recognized as a shareholder within twenty days from the date of receipt of the request, the transferee is deemed to be recognized as a shareholder.

III – Share ledger

1. Registration

ARTICLE 499-(1) The company records the undocumented shares and registered share certificate holders and usufruct holders in the share book with their names, surnames, titles and addresses.

(2) Unless it is proved that the share has been duly transferred or the usufruct right has been established on it, the transferee and the usufruct owner cannot be registered in the share book.

(3) The company indicates to the share certificate that the registration has been made.

(4) In relations with the company, only the person registered in the share book is accepted as the shareholder and usufruct owner.

(5) Other regulations pertaining to the provisions of the Capital Market Law regarding registered shares followed up by the Central Registry Agency are reserved.

2. Deregistration

ARTICLE 500-(1) The company may delete the record made in the share ledger as a result of the wrong declaration of the acquirer by taking the opinions of the relevant parties. Written information regarding the deletion shall be given to the persons in question immediately.

3. Unpaid registered shares

ARTICLE 501- (1) The person who acquires a registered share whose price has not been fully paid shall be registered in the share book and shall be obliged to pay the remaining share price to the company.

(2) If the person who made a commitment to participate during the establishment of the company or the increase of the basic capital transfers his share to someone else, the part of the price that has not yet been paid cannot be demanded from him; unless the company went bankrupt within two years from the date of establishment of the company or the increase in the basic capital and the person who acquired the share was deprived of the rights arising from the share.

(3) If the person transferring his share is not subject to the provisions of the second paragraph, the acquirer is saved from his debts by being recorded in the share register.

SECOND SECTION – Usufruct Certificates

A) Removal

ARTICLE 502-(1) The general assembly may decide to issue usufruct shares in favor of the owners, creditors or those related to the company for a similar reason, pursuant to the articles of association or by changing the articles of association. Article 348 is applied to these bonds.

(2) Usufruct shares, including those issued for the founders, may be in writing order and bearer.

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B) Provisions

ARTICLE 503-(1) Share ownership rights cannot be granted to the holders of usufruct shares; However, these persons may be granted the right to participate in the net profit, the remaining amount as a result of the liquidation, or to receive newly issued shares.

THIRD SECTION – Securities Containing the Right to Buy and Change with Debt Securities

A) By the decision of the general assembly

ARTICLE 504- (1) All kinds of bonds, financing bills, asset-backed notes, other debt securities including those issued on a discount basis, securities with the right to buy and change, and all kinds of securities can only be issued with a general assembly resolution, unless otherwise stipulated by the laws. The General Assembly makes this decision in accordance with the provisions of the third and fourth paragraphs of Article 421, unless there is a different regulation in the laws. The articles of association may stipulate a different quorum. The resolution of the general assembly must contain all the necessary terms and conditions regarding the security to be issued. The decision of the general assembly is carried out by the board of directors. Securities subject to this provision may be bearer or promissory notes and have nominal value. The nominal value is determined by the general assembly and, if authorized, by the board of directors. The price of the debt securities must be in cash and fully paid at the time of delivery.

B) By the decision of the board of directors

ARTICLE 505-(1) Unless otherwise stipulated in the law, the general assembly determines the issuance of any security and its terms and conditions (…) (1) may relinquish its authority to the board of directors for a maximum of fifteen months. The provisions of the third and fourth paragraphs of Article 421 are also applied to the authorization decision. (1)

C) Boundary

ARTICLE 506-(1) The total amount of debt securities subject to the provisions of Articles 504 and 505 cannot exceed the sum of the capital and the reserves included in the balance sheet; Revaluation funds, which are permitted by law to be placed on the balance sheet, are also included in the total. Exceptions in laws are reserved.

(2) The provisions of the Capital Markets Law and related legislation are reserved.

SECTION EIGHT - Profit, Earnings and Liquidation Share
A) Right to profit and liquidation share

I - in general

ARTICLE 507-(1) Each shareholder has the right to participate in the net profit for the period decided to be distributed to the shareholders in accordance with the provisions of the law and articles of association, in proportion to his/her share. In the event of the dissolution of the company, each shareholder participates in the amount remaining as a result of the liquidation in proportion to his share, unless there is another provision in the articles of association regarding the use of the assets of the terminated company.

(2) The privilege rights and special interests granted to some types of shares in the articles of association are reserved.

(3) The provisions of the Capital Market Law and related legislation are reserved.

II – Calculation format

ARTICLE 508-(1) Unless there is a contrary provision in the articles of association, profit and liquidation share are calculated in proportion to the payments made by the shareholder to the company for the capital share.

(2) The annual profit is determined according to the annual balance sheet.

B) Dividend, preparation period interest and profit share

I – Dividend

ARTICLE 509-(1) No interest can be paid on the capital.

(2) Dividends can only be distributed from the net profit for the period and free reserves.

(3) Dividend advance is regulated by a communiqué of the Ministry of Customs and Trade in companies that are not subject to the Capital Markets Law.

II – Interest for the preparatory period

ARTICLE 510-(1) Payment of a certain interest to the shareholders for the preparatory period until the full operation of the business, to be charged to the cost of investments in the nature of qualifying assets, in accordance with Turkish Accounting Standards, may be stipulated in the articles of association and limited to this period, the interest payments shall be made at the lowest price. how long it will take is indicated.

(2) If the business is to be expanded by issuing new shares, in the decision to increase the capital, it may be accepted that the new shareholders will be paid interest for a certain period of time, at the latest, until the day the new investment is put into operation, to be charged to the cost of investments in the nature of qualifying assets.

III – Shares of earnings

ARTICLE 511-(1) Profit shares can be given to the members of the board of directors only after a certain distinction is made for the legal reserve and after the dividend is distributed to the shareholders at the rate of five percent of the paid-in capital or at a higher rate stipulated in the articles of association.

C) Right of withdrawal

I – In bad faith

ARTICLE 512-(1) Shareholders who unjustly and maliciously receive dividends or interest from the preparatory period are obliged to return them. The same provision applies to the earnings shares of the members of the board of directors.

(2) The right of withdrawal expires five years after the receipt of the money.

II – In case of bankruptcy of the company

ARTICLE 513-(1) In the event of the company's bankruptcy, if the members of the board of directors had been prudently drawn up against the creditors of the company in return for their services under a profit share or another name in the last three years before the bankruptcy was filed, but exceeding the appropriate fee and the balance sheet had been prepared in a prudent manner. They are obliged to return the unpaid monies.

(2) There is no obligation to return the money that cannot be obtained in accordance with the provisions regarding unjust enrichment.

(3) The court exercises its discretion, taking into account all the requirements of the situation.

SECTION NINE - Financial Statements of the Company, Reserves
A) Financial statements of joint stock companies and annual report of the board of directors

I – preparation charge

ARTICLE 514-(1) The board of directors prepares the financial statements of the previous accounting period stipulated in the Turkish Accounting Standards, their annexes and the annual activity report of the board of directors, within the first three months of the accounting period following the balance sheet date and presents them to the general assembly.

II – The honest picture principle

ARTICLE 515-(1) Financial statements of joint stock companies, in accordance with Turkish Accounting Standards, company's assets, debts and liabilities, equities and operating results are complete, understandable, comparable, in accordance with the needs and the nature of the business; as transparent and reliable; It is produced in a way that reflects the truth honestly, exactly and faithfully.

III – Annual report of the board of directors

ARTICLE 516-(1) The annual report of the board of directors reflects the flow of the company's activities for that year, as well as its financial position in all aspects, in an accurate, complete, straightforward, truthful and honest manner. In this report, the financial situation is evaluated according to the financial statements. The report also clearly indicates the development of the company and the possible risks it may face. The evaluation of the board of directors regarding these issues is also included in the report.

(2) The activity report of the board of directors should also include the following:

a) Events of special importance that occur in the company after the end of the operating year.

b) Research and development activities of the company.

c) Financial benefits such as wages, premiums, bonuses, allowances, travel, accommodation and representation expenses, in-kind and cash benefits, insurances and similar guarantees paid to the members of the board of directors and senior executives.

(3) The mandatory minimum content of the annual report of the board of directors for both joint stock companies and companies is regulated in detail by the Ministry of Customs and Trade with a regulation.

B) Financial statements and annual report of the group of companies

I – Accounting standards to be applied

ARTICLE 517-(1) Turkish Accounting Standards are valid for the determination of the companies responsible for preparing the consolidated financial statements and the companies included in the scope of consolidation and other related issues.

(2) Consolidated financial statements are prepared in accordance with the principles and principles set forth in Article 515.

II – Annual report of the board of directors

ARTICLE 518-(1) The annual activity report regarding the Group is prepared by the board of directors of the parent company in accordance with Article 516.

C) Reserve funds

I – Legal reserve

1. General legal reserve

ARTICLE 519-(1) Five percent of the annual profit is set aside as general legal reserves until it reaches twenty percent of the paid-in capital.

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(2) Even after reaching the limit in the first paragraph;

a) The portion of the premium provided for the issuance of new shares that has not been used for issuance expenses, redemption provisions and charitable payments,

b) The portion remaining after deducting the costs of issuing new bills to be given to replace them from the amount paid for the price of the shares canceled due to redemption,

c) After the five percent dividend is paid to the shareholders, ten percent of the total amount to be distributed to those who will receive a share of the profit is added to the general legal reserve.

(3) If the general legal reserve does not exceed half of the capital or the issued capital, it can only be used to cover losses, to continue the business when things are not going well, to prevent unemployment and to take measures to mitigate its consequences.

(4) The provisions of subparagraph (c) of the second paragraph and the provisions of the third paragraph do not apply to holding companies whose main purpose is to participate in other businesses.

(5) Provisions regarding the reserves of joint stock companies subject to special laws are reserved.

2. Reserves and revaluation funds set aside for own shares acquired by the company

ARTICLE 520-(1) The company allocates a reserve fund for its own shares that it has acquired, in an amount that meets the acquisition value. These reserves can be dissolved in an amount that meets their acquisition value if the aforementioned shares are transferred or destroyed.

(2) Revaluation fund and other funds in liabilities may be dissolved if they are converted into capital and re-evaluated assets are amortized or transferred in accordance with the relevant legislation.

II – Reserves allocated by the company at will

1. In general

ARTICLE 521-(1) It may be stipulated in the articles of association that an amount of more than five percent of the annual profit will be allocated to the reserve fund and that the reserve may exceed twenty percent of the paid-in capital. With the articles of association, it can be foreseen that other reserves will be set aside and the ways and conditions of their spending for the purpose of allocation can be determined.

2. Aid funds in favor of employees and workers

ARTICLE 522-(1) In the articles of association, reserve funds may be set aside for the company's managers, employees and workers for the purpose of establishing or maintaining aid organizations or to be given to public legal entities with this purpose.

(2) It is obligatory to establish a foundation or cooperative by separating the reserves and other goods allocated for the purpose of aid from the company. It can also be foreseen in the foundation deed that the foundation's assets will consist of a receivable against the company.

(3) If subscriptions have been received from managers, employees and workers other than the reserve fund allocated by the company for this purpose, at the end of the business relationship, if they cannot benefit from the distinction made according to the foundation deed, at least the amounts they paid are returned to the employees and workers together with the legal interest as of the payment date.

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III – Relation between dividends and reserves

ARTICLE 523-(1) The dividend to be distributed to the shareholders cannot be determined unless the optional reserves stipulated in the legal and articles of association are set aside.

(2) General assembly;

a) If necessary for the re-establishment of the assets,

b) Considering the interests of all shareholders, if it is justified in terms of continuous development of the company and as stable dividend distribution as possible,

It may also decide to allocate reserves other than those stipulated in the law and the articles of association.

(3) Even if there is no provision in the articles of association, the general assembly may set aside reserves from the balance sheet profit in order to establish or maintain aid funds and other aid organizations for the employees of the company or to serve other aid and charitable purposes.

D) Various provisions

I – Announcement

ARTICLE 524-(Mülga: 26/6/2012-6335/43 md.)

II – Turkey branches of foreign companies

ARTICLE 525-(Mülga: 26/6/2012-6335/43 md.)

III – Summary financial statements

ARTICLE 526-(Mülga: 26/6/2012-6335/43 md.)

IV – Confidentiality

ARTICLE 527-(1) Without prejudice to the provision of Article 404, those who examine the books and documents submitted to their examination due to their duty are prohibited from disclosing business and business secrets that they have obtained or learned from the information given. Otherwise, they will compensate the material and moral damage of the company.

(2) The provisions of the penal legislation regarding reporting a crime are reserved.

E) Special provisions

ARTICLE 528-(Değişik: 26/6/2012-6335/26 md.)

(1) With regard to the financial statements and consolidated financial statements of banks and other credit institutions, financial companies such as financial leasing and factoring, insurance and reinsurance companies, and all institutions under the Capital Markets Law, in Turkish Accounting Standards and administrative procedures determined by the Public Oversight, Accounting and Auditing Standards Authority. In cases where there is no provision in the regulations, the provisions in the special laws of the institutions, boards and organizations established to regulate and supervise the said areas are applied.

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(2) In cases where there is no provision in Turkish Accounting Standards, administrative regulations and special laws regarding financial statements determined by the Public Oversight, Accounting and Auditing Standards Authority, the provisions of this Law shall apply.

(3) Special provisions regarding the financial statements and consolidated financial statements of cooperatives are reserved.

CHAPTER TEN – Termination and Liquidation
A) expiration

I – Reasons for termination

1. In general

ARTICLE 529-(1) Joint stock company;

a) If, despite the expiry of the period, it has not become an indefinite period by actually continuing the works, with the expiration of the period stipulated in the articles of association,

b) With the realization of the subject of the operation or when the realization becomes impossible,

c) Upon the realization of any reason for termination stipulated in the articles of association,

d) With the decision of the general assembly taken in accordance with the third and fourth paragraphs of Article 421,

e) With the decision of bankruptcy,

f) In other cases stipulated in the laws, it ends.

2. Special circumstances

a) Lack of organs

ARTICLE 530- (1) If one of the legally required organs of the company does not exist or the general assembly cannot be convened for a long time, upon the request of the shareholders, company creditors or the Ministry of Customs and Trade, the commercial court of first instance in the place where the company headquarters is located, listening to the board of directors and making the company's situation in compliance with the law. sets a deadline for it to arrive. If the situation is not corrected within this period, the court decides to dissolve the company.

(2) When a lawsuit is filed, the court may take the necessary measures upon the request of one of the parties.

b) Termination for just cause

ARTICLE 531- (1) In the presence of justified reasons, the owners of the shares representing at least one tenth of the capital and one twentieth of the publicly traded companies may request the dissolution of the company from the commercial court of first instance in the place where the head office of the company is located. Instead of termination, the court may decide for the plaintiff shareholders to be paid the actual value of their shares at the closest date to the decision date, and for the plaintiff shareholders to be expelled from the company, or for another acceptable and appropriate solution.

II – Provisions

1. Registration and announcement

ARTICLE 532-(1) If the termination is due to a reason other than bankruptcy and court decision, it is registered and announced in the trade registry by the board of directors.

2. Results

ARTICLE 533-(1) The dissolved company enters into liquidation; Exceptions in the law are reserved.

(2) The company in liquidation, including its relations with the shareholders, preserves its legal personality until the end of the liquidation and uses its trade name with the phrase "in liquidation" added. In this case, the powers of the organs are limited for the purpose of liquidation.

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III – Liquidation in case of bankruptcy

ARTICLE 534-(1) In case of bankruptcy, liquidation is carried out by the bankruptcy administration in accordance with the provisions of the Enforcement and Bankruptcy Law. Company bodies retain their representation powers only for matters where the company is not represented by the bankruptcy administration.

IV – Situation of company organs

ARTICLE 535- (1) When the company goes into liquidation, the duties and powers of the organs are assigned to the transactions that are obligatory for the liquidation to be carried out, but cannot be performed by the liquidation officers due to their qualifications.

(2) The general assembly is called for a meeting by the liquidation officers in order to decide on the matters that are among the requirements of the liquidation works.

B) Liquidation

I - Liquidators

1. Assignment

ARTICLE 536-(1) Unless a separate liquidator is appointed by the articles of association or the decision of the general assembly, the liquidation is carried out by the board of directors. Liquidators may be from shareholders or third parties. Persons charged with liquidation are entitled to ordinary wages unless otherwise stipulated in the articles of association or the appointment decision.

(2) The board of directors has the liquidators registered and announced in the trade registry. This provision shall also apply if the liquidation works are carried out by the board of directors.

(3) In cases where the court decides to dissolve the company, the liquidator is appointed by the court.

(4) At least one of the liquidators authorized to represent must be a Turkish citizen and his place of residence must be in Turkey.

2. Dismissal

ARTICLE 537-(1) Liquidators appointed by the articles of association or by the resolution of the general assembly and the members of the board of directors who fulfill this duty may be dismissed by the general assembly at any time and new ones may be appointed in their place.

(2) At the request of one of the shareholders and in the presence of justified reasons, the court may also dismiss the liquidators and appoint new ones in their place. Liquidators appointed in this way are registered and announced on the basis of a court decision.

(3) If none of the liquidators authorized to represent the company are Turkish citizens and none of them are domiciled in Turkey, the court appoints one of the shareholders or creditors or a person who complies with the said condition as a liquidator upon the request of the Ministry of Customs and Trade.

3. Authorization to sell assets

ARTICLE 538-(1) Unless the general assembly has decided otherwise, liquidation officers can also sell the company's assets through bargaining.

(2) The decision of the general assembly is required in order to wholesale a significant amount of assets. The third and fourth paragraphs of Article 421 shall apply to this decision.

4. Limitation and extension of powers

ARTICLE 539-(1) The powers granted by law cannot be transferred to liquidators; however, one of the liquidators may authorize the other or a third person to represent in order to carry out certain implementation procedures.

(2) Transactions made by liquidators with third parties for purposes other than liquidation bind the company; unless it is proved that the third party knows that the transaction is beyond the purpose of liquidation or that it is not possible for him not to know it due to the circumstances. The mere registration and announcement of the liquidation is not sufficient evidence to prove this point.

(3) If there is more than one liquidator, unless otherwise stipulated in the general assembly resolution or the articles of association, two liquidators authorized to sign must sign under the company title in order for the company to be affiliated. Liquidation officers represent the company in liquidation in the courts and in foreign relations in matters related to liquidation.

(4) The company is also responsible for the tortious act committed by the liquidator while performing his duty.

II – Liquidation works

1. Initial inventory and balance sheet

ARTICLE 540-(1) As soon as the liquidators start their duties, they examine the situation of the company at the beginning of the liquidation; If necessary, they apply to experts in order to appraise the company's assets, and prepare an inventory and balance sheet showing the company's assets and financial situation and submit it to the approval of the general assembly.

(2) After the inventory and balance sheet are approved, the liquidators seize all the goods, documents and books of the company written in the inventory.

2. Calling and protection of creditors

ARTICLE 541– (1) Persons who are known to be creditors from company books or other documents and whose settlements are known are informed by registered letter, other creditors are informed of the dissolution of the company with three announcements to be made at intervals of one week, as stipulated in the Turkish Trade Registry Gazette and the company's website, as well as in the articles of association, and are called upon to notify the liquidators of their receivables.

(2) If those who are known to be creditors do not notify, the amount of their receivables is deposited in a bank to be determined by the Ministry of Customs and Trade.

(3) The amount of money to meet the company's debts that are not yet due or in dispute is deposited at the notary public; unless such debts are adequately secured or the distribution of the company's assets among the shareholders is conditional upon the payment of these debts.

(4) Liquidation officers who act in violation of the provisions written in the above paragraphs are liable in accordance with Article 553 for the money they have paid unjustly.

3. Other liquidation works

ARTICLE 542-(1) Liquidators;

a) They are obliged to complete the ongoing transactions of the company, to collect the unpaid parts of the share prices when necessary, to turn the assets into money and to pay these debts if it is determined that the company's debts are not more than the company's assets, according to the situation as understood from the initial liquidation balance sheet and the call made to the creditors.

b) They cannot make a new transaction that is not required by the liquidation.

c) If the company's debts are greater than the company's assets, they immediately report the situation to the commercial court of first instance in the place where the company's head office is located; court decides to file bankruptcy.

d) In case the liquidation takes a long time, they prepare the financial statements regarding the liquidation for each year and the final balance sheet at the end of the liquidation and submit them to the general assembly.

e) They take the necessary measures, like a regular and conscious manager, in order to protect all the property and rights of the company, and complete the liquidation as soon as possible.

f) They keep the books required for the regular execution and security of the liquidation procedures.

g) They deposit the money obtained during the liquidation, excluding the money required for the ongoing expenses of the company, in a bank on behalf of the company.

h) They immediately pay the overdue debts by discounting the rate applied to short-term loans by the Central Bank of the Republic of Turkey. Creditors must accept this payment. Receivables that cannot be discounted as per the law are exempt from this provision.

i) They give information to the shareholders about the status of the liquidation works and, if they wish, a signed document on this matter.

4. Distribute the result of the liquidation

ARTICLE 543-(1) The remaining assets of the company in liquidation, after its debts are paid and the share prices are returned, shall be distributed among the shareholders in proportion to the capital they paid and their privilege rights, unless otherwise agreed in the articles of association. If there is a privilege in the liquidation share, the regulation in the articles of association is applied.

(2) The remaining assets cannot be distributed until six months have passed from the date of the third call made to the creditors. However, if there is no danger to the creditors depending on the situation and situation, the court may allow the distribution within six months.

(3) Unless otherwise stated in the articles of association and the general assembly resolution, the distribution is made in money.

5. Storage of notebooks

ARTICLE 544- (1) At the end of the liquidation, the books and documents, including those related to the liquidation, are kept in accordance with Article 82.

III – Deletion of the company title from the registry

ARTICLE 545- (1) Upon the end of the liquidation, the liquidation officers request the deletion of the company's trade name from the registry.

(2) The provisions of Article 2004 and Article 44/a of the Law No. 337 shall not apply to companies liquidated in accordance with the provisions of this Law.

IV – Other provisions to be applied

ARTICLE 546-(1) The resolution of disputes between the shareholders and the liquidator or officers is subject to a simple procedure. If the court deems it necessary, it listens to the shareholders regarding the liquidation officers and gives its decision within thirty days.

(2) The provisions of Article 553 shall apply to the liability of liquidators.

(3) General assembly resolutions regarding liquidation are taken in accordance with Article 418.

C) Additional liquidation

ARTICLE 547-(1) If it is understood that additional liquidation procedures are necessary after the liquidation is closed, the last liquidators, members of the board of directors, shareholders or creditors may request the re-registration of the company from the commercial court of first instance in the place where the company headquarters is located, until these additional transactions are concluded.

(2) If the court considers that the request is appropriate, it decides on the re-registration of the company for additional liquidation and appoints the last liquidator or one or more new liquidators to carry out these transactions, and has them registered and announced.

D) Return from liquidation

ARTICLE 548-(1) If the company has ended with the expiry of the period or with the decision of the general assembly, the general assembly may decide to continue the company, unless the distribution of the company's assets among the shareholders has begun. The continuation decision must be taken by at least sixty percent of the capital. With the articles of association, this quorum can be aggravated and other measures can be envisaged. The liquidator registers and has the decision of the general assembly to withdraw from liquidation.

(2) If the company has ended with the filing of the bankruptcy, but the bankruptcy has been abolished or the bankruptcy has ended with the execution of the concordat, the company continues.

(3) The liquidator registers the decision regarding the annulment of the bankruptcy with the trade registry. A document stating that the distribution of share prices and liquidation shares among the shareholders has not started is attached to the registration request.

SECTION ELEVEN – Legal Responsibility
A) Liability situations

I – Unlawful documents and statements

ARTICLE 549-(1) Since the documents, prospectuses, commitments, declarations and guarantees related to the establishment of the company, increase and decrease of the capital, merger, division, change of type and issuance of securities are false, fraudulent, fake, contrary to the truth, concealment of the truth and violation of other laws. Those who issue the documents or make the declarations and those who participate in them in case of their faults are responsible for the damages arising from the violations.

II – Knowing false statements about capital and inability to pay

ARTICLE 550-(1) Those who pretend to be committed or paid when the capital has not been fully committed or paid in accordance with the provisions of the law or the articles of association, and the company officials, provided that they are defective, are deemed to have undertaken these shares and pay the compensation and loss of the shares together with the interest severally.

(2) Those who know and approve that those making capital commitments do not have the ability to pay are liable for the loss arising from the non-payment of the said debt.

III – Corruption in valuation

ARTICLE 551-(1) Those who charge a higher price compared to their peers in the valuation of the capital in kind or the business to be taken over and the same, those who show the nature or status of the business and the same differently, or those who commit corruption in any other way, are liable for the losses arising from this.

IV – Collecting money from the public

ARTICLE 552-(Değişik: 26/6/2012-6335/27 md.)

 (1) Without prejudice to the provisions of the Capital Markets Law, it is prohibited to collect money by making a call to the public in any way, with the aim of establishing a company or increasing the capital of the company, or with the promise of it.

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V – Founders, board members, managers and liability of liquidators

ARTICLE 553-(1) If the founders, members of the board of directors, managers and liquidators violate their obligations arising from the law and the articles of association, (…) (2) they are liable for the damage they cause to both the company, the shareholders and the creditors of the company. (1) (2)

(2) Organs or persons who transfer a duty or authority arising from the law or the articles of association to another person based on the law shall not be liable for the acts and decisions of these persons, unless it is proved that they did not exercise reasonable care in the selection of the persons who took over these duties and powers.

(3) No one can be held responsible for violations of the law or the articles of association or corruption beyond his control; this non-responsibility cannot be overridden by justifying the duty of supervision and care.

VI – Auditor's responsibility (3)

ARTICLE 554- (Değişik: 26/6/2012-6335/29 md.)

(1) Auditors and special auditors who audit the year-end and consolidated financial statements, reports and accounts of the company and the group of companies; If they act faulty in the fulfillment of their legal duties, they are liable for the damage they have caused to both the company and the shareholders and company creditors.

B) Loss of the company

I - in general

ARTICLE 555-(1) The company and each shareholder may request compensation for the loss suffered by the company. Shareholders can only request compensation to be paid to the company.

(2) If the lawsuit filed by the shareholder is justified by legal and material reasons, the court divides the litigation expenses and attorney's fees on an equitable basis between the plaintiff shareholder and the company, in cases where these expenses cannot be borne by the defendant.

II – In bankruptcy

ARTICLE 556-(1) In case of bankruptcy of the damaged company, the creditors of the company also have the right to demand the compensation to be paid to the company. However, the claims of the shareholders and creditors of the company are first brought forward by the bankruptcy administration.

(2) If the bankruptcy administration does not file the lawsuit stipulated in the first paragraph, each shareholder or company creditor may substitute the aforementioned lawsuit. According to the provisions of the Enforcement and Bankruptcy Law, the revenue obtained is allocated for the payment of the receivables of the creditors who filed the lawsuit first; the balance is paid to the claimant shareholders in proportion to their capital shares; the surplus is given to the bankruptcy estate.

(3) The provision of Article 245 of the Enforcement and Bankruptcy Law regarding the transfer of the company's claims is reserved.

III – Succession and application

ARTICLE 557-(1) In the event that more than one person is liable to compensate for the same damage, each of them shall be jointly and severally liable with the others for this damage, to the extent that the damage can be personally inflicted on him, depending on his fault and the requirements of the situation.

(2) The plaintiff may sue more than one responsible person for the entirety of the damage and may request the judge to determine the compensation debt of each defendant in the same case.

(3) The application between more than one responsible is determined by the judge, taking into account all the requirements of the situation.

IV – Release

1. The effect of the release

ARTICLE 558-(1) The release decision cannot be lifted with the decision of the general assembly. The provision of article 445 is reserved.

(2) The decision of the general assembly of the company regarding the release from liability removes the right of action of the shareholders of the company, who voted affirmatively for the release and who acquired the share knowing the release decision, regarding the material events disclosed to be covered by the release. Other shareholders' rights to litigation expire six months after the release date.

2. Release in establishment and capital increase

ARTICLE 559-(1) The responsibilities of the founders, members of the board of directors, auditors, arising from the establishment of the company and the capital increase cannot be removed by amicable and acquittal until four years have passed from the date of registration of the company. After the expiration of this period, peace and release become valid only with the approval of the general assembly. However, if the shareholders representing one tenth of the basic capital and one twentieth of the publicly traded companies are against the approval of the settlement and release, the settlement and release are not approved by the general assembly.

V – Timeout

ARTICLE 560-(1) The right to claim compensation against those responsible becomes time-barred after two years from the date when the plaintiff learned about the damage and the responsible person, and in any case five years from the day the act that caused the damage occurred. However, if this act necessitates a penalty and is subject to a longer statute of limitations than the Turkish Penal Code, this statute of limitations is also applied to the compensation case.

VI – Competent court

ARTICLE 561-(1) A lawsuit can be filed against the responsible persons in the commercial court of first instance where the head office of the company is located.

SECTION TWELVE – Criminal Liability
A) Offenses and penalties

ARTICLE 562- (Değişik: 26/6/2012-6335/30 md.)

(1) This Act;

a) Those who do not fulfill the obligations in the second or third sentence of the first paragraph of Article 64,

b) Those who do not provide copies of documents in accordance with the second paragraph of Article 64,

c) Those who do not have the necessary approvals in accordance with the third paragraph of Article 64,

d) Those who do not keep their books in accordance with Article 65,

e) Those who take inventory in violation of the procedure in Article 66,

f) Those who do not submit documents in accordance with Article 86,

shall be punished with an administrative fine of four thousand Turkish Liras.

(2) Those who violate Article 88 are punished with an administrative fine of four thousand Turkish Liras.

(3) Those who violate the first and fourth paragraphs of Article 199 are punished with a judicial fine of not less than two hundred days.

(4) Those who do not submit the books, records and documents that are obliged to be kept or preserved in accordance with the provisions of this Law, and the information regarding them, regardless of whether they belong to the real or legal person subject to the audit, despite being requested by those authorized to audit in accordance with the first paragraph of Article 210, or who provide missing information. or those who prevent these inspectors from performing their duties shall be punished with a judicial fine of not less than three hundred days, unless their acts constitute another crime requiring a heavier penalty.

(5) This Act;

a) (Mülga: 15/7/2016-6728/73 md.)

b) Those who give money to shareholders in violation of Article 358,

c) Those who violate the provisions of the first or second sentence of the second paragraph of Article 395,

shall be punished with a judicial fine of not less than three hundred days.

(6) In cases where the commercial books do not exist, do not contain any records or are not kept in accordance with this Law, those responsible are punished with a judicial fine of not less than three hundred days.

(7) Those who violate Article 527 shall be punished in accordance with the provisions of Article 239 of the Turkish Penal Code.

(8) Those who forge the documents specified in Article 549 and who deliberately make false records in the commercial books are sentenced to imprisonment from one year to three years.

(9) Those who violate Article 550 are punished with imprisonment from three months to two years or a judicial fine.

(10) Those who act in violation of Article 551 are punished with a judicial fine not less than ninety days.

(11) Those who violate Article 552 are punished with imprisonment from six months to two years.

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(12) Members of the management body of companies that do not create the website stipulated in Article 1524 are punished with a judicial fine of from one hundred to three hundred days, and the perpetrators listed in this paragraph who do not duly post the content to be placed on the website pursuant to the same article are punished with a judicial fine of up to one hundred days.

(13) Administrative fines within the scope of this Law are imposed by the highest civilian authority of the locality, unless otherwise provided.

(14) If one of the misdemeanors defined in this Law is committed more than once until an administrative sanction decision is taken, an administrative fine is imposed on the relevant real or legal person and the penalty to be imposed according to the relevant provision is doubled. However, in case of gaining an advantage or causing damage by committing this misdemeanor, the amount of the administrative fine to be imposed cannot be less than three times of this benefit or loss.

B) Investigation and prosecution procedure

ARTICLE 563-(Mülga: 26/6/2012-6335/43 md.)

PART FIVE – Limited Partnership with Shares Divided into Shares
A) Definition

ARTICLE 564-(1) A limited partnership whose capital is divided into shares is a company whose capital is divided into shares and one or more of its partners are liable to the creditors of the company as a general partner and the others as a joint stock company shareholder. If the capital is divided into parts without dividing into shares, only in order to show the participation rates of more than one limited partner, the provisions of the limited partnership company are applied.

B) Provisions to be applied

ARTICLE 565-(1) The legal relations of the commandites with each other, with all of the limited partners and with third parties, especially their duties and authorities regarding the management and representation of the company, their departure from the company are subject to the provisions of the limited partnership companies.

(2) Except for the matters stated in the first paragraph, the provisions of the joint stock company are applied unless there is a contrary provision in the Law.

C) Establishment

I – Articles of Association

1. Figure

ARTICLE 566-(1) The main contract is drawn up in writing, signed by all the founders and limited partners; signatures must be notarized or the articles of association must be signed in the presence of the trade registry director or his deputy. In the establishment of the company, valuable paper price is not collected from the papers containing the articles of association.

(2) Article 333 on obtaining permission is not applicable.

2. Content

ARTICLE 567-(1) Except for subparagraph (f) of the second paragraph of the articles of association, it must contain all the records in Article 339.

II – Founders

ARTICLE 568-(1) All those who sign the articles of association and those who put capital other than money into the company are considered founders.

(2) Founders cannot be less than five people. At least one of the founders must be a commandite. The amount of each of the shares owned by the limited partners who are the founders should be written in the articles of association.

III – Provisions to be applied

ARTICLE 569-(1) Provisions regarding the establishment of joint stock companies are applied.

D) Management

I – Provisions to be applied

ARTICLE 570-(1) The provisions regarding the duties and responsibilities of the board of directors of joint stock companies are also valid for the limited partners who are managers.

II – Dismissal

ARTICLE 571-(1) The limited partners who are in charge of managing and representing the company may be dismissed in the cases and in accordance with the stipulated conditions for the partners in charge of the management and representation of the collective company. With the registration of the dismissal decision, the personal liability of the dismissed partner due to the debts of the company that will arise after this date ends.

III – Prohibition of competition

ARTICLE 572-(1) A commandite partner cannot do a business that falls within the scope of the company's business without the permission of the other limited partnerships and the general assembly, and cannot participate in a company dealing with this type of trade as an unrestricted partner.

(2) Provisions pertaining to the collective company shall apply to the limited partner who violates the provisions of this article.

PART SIX – Limited Liability Company
CHAPTER ONE – Definition and Establishment
A) Concept

ARTICLE 573-(1) A limited company is established by one or more real or legal persons under a trade name; basic capital is determined and this capital consists of the sum of basic capital shares.

(2) The partners are not responsible for the debts of the company, they are only obliged to pay the basic capital shares they have committed and to fulfill the additional payment and ancillary performance obligations stipulated in the company contract.

(3) A limited company may be established for any economic purpose and subject that is not prohibited by law.

B) Number of partners

ARTICLE 574- (1) The number of partners cannot exceed fifty.

(2) If the number of partners drops to one, the situation is notified in writing to the managers within seven days from the date of the transaction resulting in this result. From the date of receipt of the notification until the end of the seventh day, the directors must register and announce that the company is a sole proprietorship, the name, place of residence and citizenship of this partner, otherwise they will be liable for the resulting damage. The same obligation applies where the company is established with a partner.

(3) The company cannot acquire the basic capital share in such a way that it will transform into a company whose sole partner will be itself.

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C) Company contract

I - Figure

ARTICLE 575-(1) The company contract must be made in writing and signed by the founders in the presence of authorized personnel in the trade registry directorate. (Additional sentence: 15 / 7 / 2016-6728 / 67 md.) In the establishment of the company, valuable paper price is not collected from the papers containing the articles of association.(1) (2)

II – Content

1. Mandatory registrations

ARTICLE 576-(1) The following records must be clearly stated in the company agreement:

a) The company's trade name and place of headquarters.

b) Business subject of the company, with its essential points specified and defined.

c) Nominal amount of basic capital, number of basic capital shares, nominal values, privileges, if any, groups of basic capital shares.

d) Names, surnames, titles, citizenships of the directors.

e) The form of the announcements to be made by the company.

2. Provisions that are binding provided that they are stipulated in the articles of association

ARTICLE 577-(1) The following entries are binding provisions if they are stipulated in the articles of association:

a) Regulations deviating from the legal provisions regarding the limitation of the transfer of basic capital shares.

b) Granting the shareholders or the company the right to be offered, pre-emptive, repurchase and purchase rights regarding the basic capital shares.

c) Anticipation of additional payment obligations, their form and scope.

d) Forecasting ancillary performance obligations, their form and scope.

e) Provisions granting veto right to certain or identifiable partners or superior voting right to some partners in case the votes are equal as a result of voting on a general assembly resolution.

f) The provisions of the contract penalty that can be applied in case the obligations stipulated in the law or the articles of association are not fulfilled at all or on time.

g) Provisions regarding the prohibition of competition, which are separated from the legal regulation.

h) Provisions giving special right to call the general assembly to the meeting.

ı) Provisions deviating from the legal regulation regarding decision making, voting rights and calculation of voting rights in the General Assembly.

i) Authorization provisions regarding the transfer of company management to a third party.

j) Provisions deviating from the law on the use of balance sheet profit.

k) Recognition of the right to quit and the conditions for its use, the type and amount of the withdrawal fund to be paid in such cases.

l) Provisions showing the special reasons for the partner's dismissal from the company.

m) Provisions regarding the reasons for termination other than those specified in the law.

3. Capital in kind, acquisitions in kind and special interests

ARTICLE 578-(1) Provisions pertaining to joint stock companies are applied with regard to capital in kind, acquisition of real estates or businesses and special interests.

4. Mandatory provisions

ARTICLE 579-(1) The company agreement may deviate from the provisions of this Law regarding limited liability companies only if this is expressly permitted by the law. Complementary articles of incorporation, which other laws allow to be enacted, take effect as specific to that law.

D) Capital

I – Minimum amount

ARTICLE 580-(1) The basic capital of the limited company is at least ten thousand Turkish Liras.

(2) The minimum amount written in this article can be increased up to ten times by the President.

II – Capital in kind

ARTICLE 581-(1) There is no limited real right, attachment or measure on them; Elements of assets, including intellectual property rights and virtual environments and names, which can be evaluated and transferred in cash, can be put as capital in kind. Acts of service, personal labor, commercial reputation and undue receivables cannot be capital.

(2) The provision of Article 127 is reserved.

III – Cost of goods and founder benefits

ARTICLE 582-(1) The costs of the goods purchased on behalf of the company and the benefits granted to those who served in the establishment of the company by the founders regarding the company being established are written into the articles of association.

(2) The provisions of Article 128 are reserved.

E) Basic capital shares

ARTICLE 583-(1) In the articles of association, the nominal values ​​of the basic capital shares can be determined as at least twenty-five Turkish Liras. This value may be lowered to improve the company's condition.

(2) The nominal values ​​of the basic capital shares may be different. However, the value of the basic capital shares must be twenty-five Turkish Liras or its multiples. The vote to be given by a basic capital share is calculated according to the nominal value in accordance with Article 618, is not the division of the basic capital share. The same provision applies to cases where a right or obligation is determined by nominal value.

(3) A partner may have more than one basic capital share.

(4) Basic capital shares can be issued at nominal value or at a price exceeding this value.

(5) The cost of the basic capital share is paid as stipulated in the articles of association, in cash or in kind, or by clearing a receivable or by converting freely usable equities into basic capital, as in a capital increase.

F) Usufruct shares

ARTICLE 584-(1) The issuance of usufruct shares may be foreseen in the articles of association; In this regard, the provisions regarding joint stock companies are applied by analogy.

G) Establishment

I – Establishment moment

ARTICLE 585- (Değişik: 26/6/2012-6335/31 md.)

(1) The company is established when the founders declare their will to establish a limited liability company in the company contract, which is drawn up in accordance with the law, which they unconditionally undertake to pay the entire capital, signed in the presence of the personnel authorized in the trade registry directorate. The provisions of this Law regarding joint stock companies are applied by analogy with regard to the payment of the basic capital share prices, the place of payment, the debt of performance, the consequences of non-performance, the transfer of the shares whose prices have not been fully paid. (Additional sentence: 15 / 2 / 2018-7099 / 25 md.) However, the condition that at least twenty-five percent of the nominal value of the shares committed in cash is paid before registration does not apply to limited liability companies. The provisions of the first paragraph of Article 588 are reserved.

II – Registration

1. Prompt

ARTICLE 586-(1) After the company contract is drawn up as stipulated in Article 575, an application is made to the trade registry where the company's headquarters is located.

(2) The application is signed by all the directors. The following documents are attached to the application:

a) A certified copy of the articles of association.

b) (Mülga: 15/7/2016-6728/73 md.)

c) Document showing the persons authorized to represent the company and the selection of the auditor, showing their places of residence.

(3) The following records are included in the petition:

a) Names and surnames or titles, place of residence, citizenship of all partners.

b) The basic capital share undertaken by each partner and the total amount paid.

c) Names and surnames or titles of directors, whether they are partners or third parties.

d) How the company will be represented.

2. Registration and announcement

ARTICLE 587-(1) The entire company contract is registered in the trade registry of the place where the company's headquarters is located and announced in the Turkish Trade Registry Gazette, within thirty days following the signing of the founders' signatures in the presence of authorized personnel at the trade registry directorate. Except for the ones listed below, the provisions of the first paragraph of Article 36 shall not be applied to the registered and announced company contract: (1) (2)

a) The date of the articles of association.

b) Trade name and headquarters of the company.

c) The business subject of the company, with the main points specified and defined; the term of the company, if there is a provision about this in the company agreement.

d) The nominal value of the basic capital.

e) Name and surname of the real person partner, place of residence, title of the legal entity partners, their headquarters and the basic capital shares undertaken by each partner.

f) The subject of the capital in kind and the basic capital shares to be given in return for such capital; in case of an acquisition, the subject of the relevant contract, the counterparty to the contract, the counter performance owed by the company; content and value of private interests.

g) If foreseen, the number of usufruct shares and the content of the rights granted to them.

h) Names, surnames or titles and domiciles of the managers and other persons authorized to represent the company.

ı) The manner in which the representative authority is exercised.

i) The auditor's place of residence, headquarters, if any, its branch registered in the trade registry (…)(3).

j) Privileges, additional obligations or ancillary performance obligations stipulated in the articles of association, being the subject of a proposal regarding basic capital shares, pre-emption, repurchase and purchase rights.

k) The form and type of announcements to be made by the company and how the managers will notify the partners if there is a provision in the company contract on this matter.

III – Legal entity

ARTICLE 588-(1) The company acquires legal personality upon registration in the trade registry.

(2) If it is not accepted by the company, the establishment expenses are borne by the founders. They have no recourse rights to the shareholders.

(3) Those who act on behalf of the company before registration are personally and severally liable for these transactions.

(4) Provided that such commitments are clearly stated that they are made on behalf of the company to be established in the future and they are accepted by the company within three months following the registration of the company in the trade registry, only the company will be responsible for them.

SECTION TWO - Changing the Company Agreement
A) in general

ARTICLE 589-(1) Unless otherwise stipulated in the articles of association, the articles of association can be amended by the decision of the partners representing two-thirds of the basic capital. The provision of article 621 is reserved.

(2) Every change made in the company contract is registered and announced.

B) Special changes

I – Increasing the basic capital

Principle 1

ARTICLE 590-(1) The basic capital may be increased, provided that the provisions regarding the establishment of the company, and in particular the rules regarding the incorporation of the capital in months and the acquisition of the assets with a business, are complied with.

2. Right of priority

ARTICLE 591-(1) Unless otherwise stipulated in the company contract or the decision to increase, each partner has the right to participate in the increase of the basic capital in proportion to his basic capital share.

(2) With the decision of the General Assembly regarding the capital increase, the preference right of the partners to purchase new shares can be limited or removed only in the presence of justified reasons and with the quorum stipulated in subparagraph (e) of the first paragraph of Article 621. In particular, takeovers of businesses, business parts, subsidiaries and the participation of workers in the company can be justified. By limiting or removing the right of priority, no one can be benefited or lost in a way that cannot be justified.

(3) In order to exercise the priority right, a period of at least fifteen days is given.

II – Reduction of basic capital

ARTICLE 592-(1) The provisions regarding the reduction of the basic capital of joint stock companies are applied to limited companies by analogy. The basic capital can be reduced in order to improve the insolvent balance sheet only if the additional payment obligations stipulated in the articles of association are fully paid.

SECTION THREE - Rights and Obligations of Partners
A) The basic capital share is subject to the transactions

I - in general

ARTICLE 593-(1) Except for the cases stipulated in the second paragraph of Article 612 regarding the acquisition of the basic capital share by the company, the basic capital share is transferable and inherited only in accordance with the following provisions, including the transfers between the partners.

(2) The main capital shares are issued in the form of proof or in registered form. Additional payment and ancillary performance obligations, aggravated or regulated non-competition prohibition, and the right to be the subject of a proposal stipulated in the articles of association, pre-emption, repurchase and purchase rights must be clearly stated in these promissory notes.

II – Share ledger

ARTICLE 594-(1) The company keeps a share ledger containing the basic capital shares. The names and addresses of the partners, the number of the basic capital shares owned by each partner, the transfers and transitions of the basic capital shares, their nominal values, their groups and usufruct and pledge rights on the basic capital shares, the names and addresses of the owners are written in this book.

(2) Shareholders can examine the share ledger.

III – Transition cases of basic capital share

1st Cycle

ARTICLE 595-(1) The transfer of the main capital share and the transactions that result in the transfer debt are made in written form and the signatures of the parties are notarized. In addition, additional payment and side performance obligations in the transfer agreement; If the prohibition of competition is aggravated or extended to cover all partners, this issue is also stated in terms of being the subject of a proposal, preemption, repurchase and purchase rights and contract penalties.

(2) Unless otherwise stipulated in the company agreement, the approval of the general assembly of the partners is required for the transfer of the basic capital share. The transfer becomes effective with this confirmation.

(3) Unless otherwise stipulated in the articles of association, the partners may reject the approval of the general assembly without giving any reason.

(4) The transfer of capital shares may be prohibited by a company agreement.

(5) If the company contract prohibits the transfer or the general assembly refuses to give approval, the right of the partner to leave the company for just cause is reserved.

(6) If additional payment or ancillary performance obligations are stipulated in the articles of association, the general assembly may reject the approval, even if there is no provision in the articles of association, if the required guarantee is not given because the solvency of the transferee is considered doubtful.

(7) If the general assembly does not reject it within three months from the application, it is deemed to have given the approval.

2. Inheritance, property regime between spouses and execution

ARTICLE 596-(1) In cases where the main capital share is transferred by inheritance, provisions regarding the property regime between spouses or through execution, all rights and debts pass to the person who acquires the basic capital share without the need for the approval of the general assembly.

(2) The company may refuse to approve the person to whom the basic capital share has passed within three months from the learning of the acquisition. For this, the company has to offer to the person to whom the share is transferred, to take over the shares on the account of itself or its partner or a third party shown by it, over its actual value.

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(3) The refusal decision is retroactive, effective from the day the transfer takes place. The rejection does not affect the validity of the general assembly resolutions taken within the period until the decision on this issue.

(4) If the company does not explicitly and in writing reject the transfer of the basic capital share within three months, it is deemed to have given its approval.

3. Determination of true value

ARTICLE 597-(1) In cases where the actual value is stipulated as the price of the basic capital share in the law or in the articles of association, if the parties cannot come to an agreement, this value is determined by the commercial court of first instance in the place where the company headquarters is located, upon the request of one of the parties.

(2) The court apportions the trial and valuation expenses at its own discretion. The court's decision is final.

4. Registration

ARTICLE 598-(1) The company directors apply to the trade registry for the registration of the transitions of the main capital shares.

(2) If the application is not made within thirty days, the leaving partner may apply to the trade registry to have his/her name deleted regarding these shares. The registry manager then gives the company time to notify the name of the acquirer.

(3) The trust of the bona fide person who relies on the registry is protected.

IV – Basic capital share belonging to more than one partner, various rights on this share

1. Shared ownership

ARTICLE 599-(1) If a basic capital share belongs to more than one partner, the stakeholders are jointly and severally liable to the company for additional payment and side performance obligations stipulated in the articles of association.

(2) The stakeholders can exercise their rights arising from the basic capital share only through a common representative they will appoint.

2. Usufruct and right of pledge

ARTICLE 600-(1) The provisions regarding the establishment of a usufruct right on a basic capital share and the transition of the basic capital share are applied.

(2) With the articles of association, the establishment of a pledge on the basic capital share may be subject to the approval of the general assembly. In this case, the provisions regarding the transition apply. The general assembly may refrain from approving the establishment of the right of pledge only in the presence of justified reasons.

(3) In case of usufruct right on a basic capital share, the share is represented by the usufruct right holder; In this case, the person who has the right of usufruct shall be liable for compensation if he does not protect the interests of the owner of the basic capital share in an equitable manner.

B) Prohibition of extradition

ARTICLE 601– (1) Except for the reduction of the basic capital, the basic capital share price cannot be returned to the partners, and the partners cannot be released from this debt.

C) Responsibility of partners

ARTICLE 602-(1) The company is liable for its debts and liabilities only with its assets.

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D) Additional payment and side performance obligations

I – Additional payment obligation

Rule 1

ARTICLE 603-(1) Partners may be held liable for additional payment other than the basic capital share price, with the articles of association. The fulfillment of this obligation by the partners only,

a) If the total of the company's basic capital and legal reserves cannot cover the loss of the company,

b) It is not possible for the company to continue its business as required without these additional tools,

c) It may be requested in cases where another situation defined in the articles of association and which creates a need for equity has occurred.

(2) With the opening of the bankruptcy, the additional payment obligation becomes due.

(3) Additional payment obligation can only be stipulated in the articles of association as a certain amount based on the basic capital share. This amount cannot exceed twice the nominal value of the basic capital share.

(4) Each partner is only obliged to fulfill the additional payment pertaining to his own basic capital share.

(5) If the conditions are met, additional payments are requested by the managers.

(6) Reduction or removal of the additional payment obligation is only possible if the sum of the basic capital and legal reserves fully covers the losses. The provisions regarding the reduction of the capital required for the reduction or removal of the additional payment obligation are applied by analogy.

2. Continuation of the obligation

ARTICLE 604-(1) If the company has gone bankrupt within two years from the date of registration of the partner's departure from the company, this former partner is also asked to fulfill its obligation to pay additional payments.

(2) If the additional payment obligation has not been fulfilled by the successor, the partner's liability continues to the extent that it can be asserted against the partner on the date of the obligation.

3. Refund

ARTICLE 605-(1) In order for the fulfilled additional payment obligation to be partially or completely repaid, the amount of the additional payment must be met from freely available reserves and funds (…) (1) It is essential. (1)

II – Ancillary performance obligation

ARTICLE 606-(1) With the articles of association, ancillary performance obligations that can serve the realization of the business subject of the company can be envisaged.

(2) The subject, scope, conditions and other important points of ancillary performance obligations related to a basic capital share are specified in the articles of association. Matters that require details can be left to the general assembly arrangement.

(3) Cash and in-kind performance obligations, which do not have a clearly stated or appropriate provision in the company agreement and serve to meet the need for equity, are subject to the provisions regarding the additional payment obligation.

III – Forecasting

ARTICLE 607-(1) General assembly resolutions that amend the articles of association, stipulate additional or ancillary performance obligations, or increase existing obligations, can only be taken with the approval of all relevant partners.

E) Dividend and other relevant provisions

I – Dividends and reserves

ARTICLE 608-(1) Dividend can be distributed only from the net profit for the period and the reserves set aside for this. Dividend distribution can only be decided if the legal reserves required to be set aside in accordance with the law and the articles of association and the reserves stipulated in the articles of association are set aside.

(2) Unless otherwise stipulated by the articles of association, the dividend is calculated in proportion to the nominal value of the basic capital share; In addition, the amount of additional payment obligations fulfilled is added to the nominal value in the calculation of the profit share.

(3) For the allocation of reserves in amounts that are not foreseen or exceeded in the general assembly of the company, the law or the company contract;

a) If necessary to cover damages,

b) If the need to invest in the development of the company is seriously demonstrated, if the interests of all partners justify such a reserve fund, and if these issues are clearly stated in the company contract,

can decide.

II – Interest prohibition and preparation period interest

ARTICLE 609-(1) No interest can be paid on the basic capital and additional payments. With the articles of association, it may be foreseen to pay the preparation period interest. In this case, the provisions regarding joint stock companies are applied.

III – Financial statements and reserves

ARTICLE 610-(1) Provisions of Articles 514 to 527 regarding joint stock companies are also applied to limited liability companies.

IV – Return of unfairly received dividends

ARTICLE 611-(1) The partner and the manager, who took profit unfairly, are obliged to return it.

(2) If they are in good faith, the debt of the partner or the manager to return the unfairly taken profit cannot exceed the amount required to pay the rights of the creditors of the company.

(3) The company's right to reclaim the unfairly received profit expires after five years from the date of receipt of the money, and after two years in the presence of good faith.

F) Acquisition of the company's own basic capital shares

ARTICLE 612-(1) The company may acquire its own basic capital shares only if it has equities that it can freely use in order to purchase them and if the sum of the nominal values ​​of the shares it will receive does not exceed ten percent of the basic capital.

(2) In case of acquisition of basic capital shares due to exit or dismissal from a company stipulated in the articles of association or decided by a court decision, the upper limit in the first paragraph is applied as twenty percent. Basic capital shares acquired in an amount exceeding ten percent of the company's basic capital are disposed of within two years or are redeemed through capital reduction.

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(3) The company allocates reserves equal to the amount paid for its own basic capital shares.

(4) Voting rights arising from the company's own basic capital shares and other related rights are frozen as long as the shares are held by the company.

(5) Additional and side payment obligations of the company for its own basic capital shares it has acquired cannot be demanded as long as the said shares are held by the company.

(6) Provisions regarding the restriction on the company's own acquisition of its own shares are also applied in the case of the acquisition of the company's basic capital shares by the subsidiary companies in which the majority of the company is owned.

G) Obligation of loyalty and prohibition of competition

ARTICLE 613-(1) Partners are obliged to protect company secrets. This obligation cannot be removed by the articles of association or the resolution of the general assembly.

(2) Shareholders may not engage in acts that may harm the interests of the company. In particular, they cannot engage in transactions that provide a special benefit to them and harm the purpose of the company. With the articles of association, it can be foreseen that the partners have to avoid transactions and behaviors that compete with the company.

(3) Provisions of Article 626, which stipulates non-competition for managers, are reserved.

(4) If all the remaining partners give their written consent, the partners may engage in activities contrary to the obligation of loyalty or the prohibition of competition. The articles of association may stipulate the approval decision of the general assembly of the partners instead of the approval in the first sentence.

H) The right to receive information and to examine

ARTICLE 614-(1) Each partner can ask the managers to provide information about all the business and accounts of the company and can make investigations on certain issues.

(2) If there is a danger that the partner may use the information obtained to the detriment of the company, the directors may prevent the obtaining of information and examination as necessary; The general assembly decides on this subject upon the application of the partner.

(3) If the general assembly unjustly prevents information and examination, the court decides on this matter upon the request of the partner. The court decision is final.

I) Borrowings to replace equity

ARTICLE 615-(Mülga: 26/6/2012-6335/43 md.)

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CHAPTER FOUR

Bodies of the Company

A) General assembly

I – Powers

ARTICLE 616-(1) The inalienable powers of the general assembly are as follows:

a) Changing the articles of association.

b) Appointment and dismissal of directors.

c) With the group auditor (…) (1) appointment and dismissal of auditors. (1)

d) Approval of the Group's year-end financial statements and annual activity report.

e) Approval of the year-end financial statements and annual report, making a decision about the profit share, determining the profit shares.

f) Determination of the remuneration of the managers and their release.

g) Approval of the transfer of basic capital shares.

h) Requesting the court to remove a partner from the company.

ı) Authorization of the manager for the acquisition of the company's own shares or approval of such an acquisition.

i) Dissolution of the company.

j) Deciding on matters that the general assembly is authorized by law or articles of association, or on matters submitted by the directors to the general assembly.

(2) The following are the non-transferable powers of the general assembly if they are stipulated in the articles of association:

a) The cases where the approval of the general assembly is sought in accordance with the articles of association and the approval of the activities of the managers.

b) Making a decision on the use of the right to be the subject of a proposal, preemption, redemption and purchase.

c) Approval regarding the establishment of a pledge right on the basic capital shares.

d) Issuing an internal directive on ancillary performance obligations.

e) Granting the necessary permission for the approval of the managers and partners to engage in activities inconsistent with the obligation of loyalty to the company or the prohibition of competition, in case the shareholders' approval is not sufficient in accordance with the fourth paragraph of Article 613 of the articles of association.

f) Dismissal of a partner from the company due to the reasons stipulated in the articles of association.

(3) In limited liability companies with one partner, this partner has all the powers of the general assembly. The decisions to be taken by the sole partner as the general assembly must be in writing in order for them to be valid.

II – Meeting of the general assembly

1. Call

ARTICLE 617-(1) The general assembly is called to the meeting by the managers. Ordinary general assembly meeting is held every year within three months following the end of the accounting period. In accordance with the articles of association and when necessary, the general assembly is called for an extraordinary meeting.

(2) The general assembly is called to the meeting at least fifteen days before the meeting day. The company agreement can extend this period or shorten it up to ten days.

-----------------

(1) With the 26st article of the Law No. 6 dated 2012/6335/41, the phrase “including the process auditors” in this paragraph has been removed from the text of the article.

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(3) Provisions regarding joint stock companies on convocation, minority's right to call and propose, agenda, proposals, uninvited general assembly, preparatory measures, minutes, unauthorized participation, are applied by analogy, excluding those related to the Ministry representative. Each partner can have himself represented in the general assembly through a partner or non-partner.

(4) Unless any partner requests an oral meeting, general assembly resolutions can also be made by obtaining the written approval of the other partners for the proposal of one of the partners regarding the agenda item. Submitting the same proposal to the approval of all partners is essential for the validity of the decision.

2. Voting right and calculation

ARTICLE 618-(1) Voting rights of the partners are calculated according to the nominal value of their basic capital shares. Unless a higher amount is stipulated in the articles of association, every twenty-five Turkish Lira gives one vote. However, the voting rights of shareholders with more than one share may be limited by the articles of association. The partner has at least one voting right. Written votes can also be cast if it is expressly arranged in the company contract.

(2) The articles of association may also determine the voting right in such a way that one voting right is deducted for each basic capital share, regardless of the nominal value. In this case, the nominal value of the smallest basic capital share cannot be less than one-tenth of the sum of the nominal values ​​of the other basic capital shares.

(3) The provisions of the articles of association regarding the determination of the voting right according to the number of basic capital shares do not apply in the following cases:

a) Election of the auditors.

b) Selection of a special auditor for the audit of the company management or some parts of it.

c) Making a decision about filing a liability lawsuit.

3. Deprivation of the right to vote

ARTICLE 619-(1) Those who have participated in the management of the company in any way cannot vote in the decisions regarding the release of the managers.

(2) In the decisions regarding the acquisition of the company's own basic capital share, the shareholder who has transferred the basic capital share cannot vote.

(3) The relevant partner cannot vote in the decisions approving the partner's commitment to act against the obligation of loyalty or the prohibition of competition.

III - Decision making

1. Ordinary decision making

ARTICLE 620-(1) Unless otherwise stipulated in the law or the articles of association, all general assembly resolutions, including election decisions, are taken with the absolute majority of the votes represented at the meeting.

2. Important decisions

ARTICLE 621-(1) The following general assembly resolutions can be taken if at least two-thirds of the votes represented and the absolute majority of the entire share capital holding the right to vote come together:

a) Changing the company's business subject.

b) Establishment of voting privileged basic capital shares.

c) Limiting, prohibiting or facilitating the transfer of basic capital shares.

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d) Increasing the basic capital.

e) Limitation or removal of the priority right.

f) Changing the headquarters of the company.

g) Approval by the general assembly for the directors and partners to act contrary to the obligation of loyalty or the prohibition of competition.

h) Applying to the court to dismiss a partner from the company for justified reasons and expulsion of a partner from the company for the reason stipulated in the articles of association.

i) Dissolution of the company.

(2) If aggravated quorum is sought in the law for certain decisions to be taken, the provisions of the articles of association that will further aggravate this quorum can only be accepted with the majority stipulated in the articles of association.

(3) (Ek: 12/7/2013-6495/52 md.)  A change in the contract regarding the possibility of including the reasons for the dismissal of a partner from the company later in the company agreement is possible with the unanimous decision of all partners representing the company's capital at the general assembly meeting.

IV- Nullification and cancellation of the resolutions of the general assembly

ARTICLE 622-(1) Provisions of this Law regarding nullity and cancellation of joint stock company general assembly resolutions are also applied to limited liability companies by analogy.

B) Management and representation

I – Managers

1. In general

ARTICLE 623-(1) The management and representation of the company is regulated by the company contract. The management and representation of the company can be given to one or more partners holding the title of manager, or to all partners or third parties. At least one partner must have the right to manage and represent the company.

(2) If one of the directors of the company is a legal person, this person determines a real person who will fulfill this duty on behalf of the legal person.

(3) Managers are authorized to take and execute decisions on all matters related to the management that are not left to the general assembly by law or by the articles of association.

2. Having more than one manager

ARTICLE 624-(1) If the company has more than one manager, one of them is appointed as the chairman of the board of directors by the general assembly, regardless of whether he is a partner of the company.

(2) If there is a manager or a single manager who is the chairman, this person is responsible for making all the explanations and announcements, unless the general assembly takes a decision in a different direction or a different arrangement is foreseen in the company agreement, as in the case of calling the general assembly meeting and conducting the general assembly meetings. is authorized.

(3) In the presence of more than one manager, they usually take decisions. In case of equality, the vote of the chairman is considered superior. The articles of association may stipulate a different arrangement for the managers to take decisions.

II – Duties, powers and obligations

1. Inalienable and inalienable duties

ARTICLE 625-(1) Managers are in charge and authorized in all matters for which the laws and articles of association do not assign duties and powers to the general assembly. Managers cannot delegate or waive the following duties and authorities:

a) Management and management of the company at a high level and giving the necessary instructions.

b) Determination of the company management organization within the framework of the law and the company agreement.

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c) Establishing accounting, financial auditing and financial planning, if necessary for the management of the company.

d) Supervision of the persons to whom some parts of the company management have been transferred, whether they act in accordance with the laws, articles of association, internal regulations and instructions.

e) Establishment of a risk early detection and management committee, excluding small limited companies.

f) Preparing the company's financial statements, annual report and, if necessary, group financial statements and annual report.

g) Preparing the general assembly meeting and executing the general assembly resolutions.

h) If the company is in debt, notifying the court of the situation.

(2) In the company contract, the director or managers;

a) the specific decisions they have taken, and

b) individual problems,

It can be foreseen that they should be submitted to the approval of the general assembly. The approval of the general assembly does not eliminate or limit the responsibility of the directors. The provisions of articles 51 and 52 of the Turkish Code of Obligations are reserved.

2. Obligation of care and commitment, prohibition of competition

ARTICLE 626-(1) Managers and persons in charge of management are obliged to perform their duties with all due diligence and to observe the interests of the company within the framework of the rule of good faith. The provisions of Articles 202 to 205 are reserved.

(2) Unless otherwise stipulated in the articles of association, or unless all other partners give written permission, the managers cannot engage in a competitive activity with the company. The articles of association may stipulate the approval decision of the general assembly of the partners instead of the approval of the partners.

(3) Managers are also subject to the loyalty debt stipulated for the partners.

3. Equal treatment

ARTICLE 627-(1) Managers treat partners equally under equal conditions.

III – Residence of the directors

ARTICLE 628-(Mülga: 26/6/2012-6335/43 md.)

IV – Scope and limitation of the power of representation

ARTICLE 629-(1) Relevant provisions of this Law regarding joint stock companies are applied by analogy to the scope of the representation powers of the directors, the limitation of the authority, the determination of the authorized signatories, the type of signature and their registration and announcement.

(2) Whether the company is represented by a single partner or not at the time of conclusion of the contract, the validity of the contract between this partner and the company in limited liability companies with one partner depends on making the contract in writing. This obligation does not apply to contracts relating to daily, insignificant and ordinary transactions according to market conditions.

(3) (Add: 10 / 9 / 2014 - 6552 / 132 md.) Article 367 and the seventh paragraph of Article 371 are applied to limited liability companies by analogy with regard to the appointment of those who are bound to the company with a service contract by the directors as commercial agents with limited authority or other merchant assistants.

V – Dismissal, withdrawal and limitation of management and representation power

ARTICLE 630-(1) The general assembly may dismiss the manager or managers, limit the management right and representation authority.

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(2) Each partner, in the presence of justified reasons, may request the abolition or limitation of the management right and representation powers of the managers from the court.

(3) The manager's gross violation of his duty of care and loyalty, his obligations arising from other laws and the company contract, or the loss of the necessary ability for the good management of the company is considered a justifiable reason.

(4) The compensation rights of the dismissed manager are reserved..

VI – Commercial agents and commercial agents

ARTICLE 631-(1) Unless otherwise stipulated in the articles of association, commercial representatives and commercial proxies can only be appointed by the decision of the general assembly; powers may be limited by the general assembly.

(2) The manager or the majority of the managers can always dismiss the commercial representative or commercial representative that does not fall within the scope of Article 623. If this person has been appointed by the decision of the general assembly, the general assembly is called for a meeting without delay in order to dismiss him and limit his powers.

VII – Tort liability

ARTICLE 632-(1) The company is responsible for the tortious act committed by the person authorized by the management and representation of the company while performing his duties regarding the company.

C) Loss of capital and insolence

I – Notification obligation

ARTICLE 633-(1) In case of loss of basic capital or insolvency, the relevant provisions regarding joint stock companies are applied by analogy. Provisions regarding additional payment obligation are reserved.

II- Notification of bankruptcy and request for concordat(1)

ARTICLE 634- (Değişik: 28/2/2018-7101/63 md.)

(1) The provisions of the joint stock company are applied to the declaration of bankruptcy and the concordat request.

D) Auditor

ARTICLE 635-(1) Except for the fifth and sixth paragraphs of Article 397, the joint stock company's auditor (…)(2) The provisions of the audit and special audit are also applied to the limited company.(2) (3)

SECTION FIVE

Termination and Separation

A) Reasons for termination and consequences of termination

ARTICLE 636-(1) A limited liability company is dissolved in the following cases:

a) With the realization of one of the reasons for termination stipulated in the articles of association.

b) With the decision of the general assembly.

c) With the opening of bankruptcy.

d) In other cases of termination stipulated in the law.

(2) If one of the legally required organs of the company does not exist for a long time or if the general assembly cannot be convened, upon the request of one of the partners or the creditors of the company to dissolve the company, the commercial court of first instance in the place where the company headquarters is located determines a period for the company to bring its situation into compliance with the Law by listening to the managers. However, if the situation is not corrected, he decides to dissolve the company.

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(1) The title of this article, “II – Declaring or postponing bankruptcy” has been changed as it is in the text with Article 28 of the Law No. 2 dated 2018/7101/63.

(2) With the 26st article of the Law No. 6 dated 2012/6335/41, the phrase "and with the transaction auditors" in this paragraph has been removed from the text of the article.

(3) With the article 28 of the Law No. 3 dated 2013/6455/82, the phrase "other than the fifth and sixth paragraphs of the article 397" has been added to come before the phrase "Anonymous" in this article.

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(3) In the presence of justified reasons, each partner may request the dissolution of the company from the court. Instead of the request, the court may order the plaintiff partner to be paid the actual value of his share and dismiss the plaintiff partner from the company, or any other acceptable and appropriate solution to the situation.

(4) When an action for termination is filed, the court may take the necessary measures upon the request of one of the parties.

(5) Provisions pertaining to joint stock companies shall apply to the consequences of dissolution.

B) Registration and announcement

ARTICLE 637-(1) If the termination is due to a reason other than bankruptcy and a court decision, the manager, if there is more than one manager, at least two managers shall have it registered and announced in the trade registry.

C) Exit and removal

I - in general

ARTICLE 638-(1) The articles of association may grant the partners the right to leave the company, and may bind the exercise of this right to certain conditions.

(2) Each partner can file a lawsuit to decide to leave the company in the presence of justified reasons. The court may, upon request, decide to freeze some or all of the plaintiff's rights and debts arising from the partnership, or to take other measures to secure the plaintiff partner's situation during the lawsuit.

II – Participate in dating

ARTICLE 639-(1) If one of the partners wants to quit based on the provision in the articles of association or files a lawsuit for justifiable reasons, the manager or managers shall inform the other partners without delay.

(2) Each of the other partners, within one month from the date of receiving the news;

a) Notifying the managers that he/she will also participate in the exit, if the just cause stipulated in the articles of association is valid for him/her,

b) Participating in a lawsuit to be filed due to justified reasons,

has the right.

(3) All exiting partners are treated equally, in proportion to their basic capital shares.

(4) In the event that a partner is expelled from the company due to the provision in the articles of association or due to the existence of a just cause, this provision is not applicable.

III - Subtraction

ARTICLE 640-(1) In the articles of association, the reasons for expulsion of a partner from the company by the decision of the general assembly may be stipulated.

(2) Against the expulsion decision, the partner may file an action for annulment within three months following the notification of the decision through the notary public.

(3) At the request of the company, the expulsion of the partner from the company based on a just cause with a court decision is reserved.

IV – Separation coin

1. Claim and amount

ARTICLE 641-(1) If the partner leaves the company, he/she has the right to demand the withdrawal fund corresponding to the actual value of the basic capital share.

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(2) Due to the right to leave stipulated in the articles of association, the articles of association may regulate the withdrawal funds in a different way.

2. Payment

ARTICLE 642-(1) Separation fund;

a) If the company is saving on available equity,

b) If the principal capital shares of the person leaving are transferable,

c) If the basic capital has been reduced in accordance with the relevant provisions,

becomes due by separation.

(2)(Mülga: 26/6/2012-6335/43 md.)

(3) The unpaid portion of the retirement fund of the leaving partner constitutes a receivable against the company, which comes after all the creditors. This matter becomes due with the determination of the available equity amount in the annual report.

D) Liquidation

ARTICLE 643-(1) Provisions pertaining to joint stock companies are applied regarding the powers of company organs in the liquidation procedure:

E) Provisions to be applied

ARTICLE 644-(1) The provisions regarding joint stock companies whose item numbers are stated below are also applied to limited liability companies.

a) Article 549 regarding the illegality of documents and statements; Article 550 on misrepresentations about capital and awareness of inability to pay; 551 on corruption in valuation; 553, which regulates the responsibility of the founders, members of the board of directors, managers and liquidators; auditors (…) (1) Articles 554 to 561 regarding liability. (1)

b) (Değişik: 26/6/2012-6335/32 md.) Article 353 regarding termination, Article 358 regarding the prohibition of borrowing against the company, the provisions of the first and second sentences of the second paragraph of Article 395 regarding the borrowing of the relatives of the managers to the company, the third paragraph of the article 509 regarding the advance dividends.

c) Article 391 on the nullity of the resolutions of the board of directors, and Article 392, to be applied by analogy to the managers' right to information.

d) Those who violate articles 549 to 551, which are also applied to limited liability companies, are punished with the penalties stipulated in the eighth to tenth paragraphs of article 562.

THIRD BOOK – Negotiable Instruments
PART ONE – General Provisions
A) Definition of securities

ARTICLE 645- (1) Negotiable instruments are such bills that the rights they contain cannot be asserted separately from the deed and cannot be transferred to others.

B) Debt arising from the promissory note

ARTICLE 646-(1) The debtor of the negotiable instrument is only obliged to pay in return for the delivery of the deed.

(2) Unless there is fraud or gross fault, the debtor is relieved of his debt by making a payment to the person who is understood to be a creditor according to the nature of the deed, when the maturity comes.

C) Transfer of valuable documents

1 – General shape

ARTICLE 647-(1) For the transfer of valuable papers for the purpose of establishing ownership or a limited real right, the transfer of possession on the promissory note is presumably essential.

(2) In addition to this, endorsement is required for promissory notes, and a written transfer statement is required for registered promissory notes. This declaration can be written on the valuable paper or on a separate paper.

(3) By law or contract, it may be stipulated that others, in the meantime, especially the debtor, must participate in the circuit.

2 – Turnover

2.1. Figure

ARTICLE 648-(1) In all cases, the endorsement is made in accordance with the provisions regarding the endorsement of the policy.

(2) For the transfer, it is sufficient to pass the endorsement and possession of the bill.

2.2. Provisions

Matter 649-(1) The rights of the endorser are transferred to the endorsed by the endorsement and possession of all the negotiable instruments, unless the content or the nature of the deed indicates otherwise.

D) Changing the type of the deed

ARTICLE 650-(1) A deed written to a name or an order can only be converted into a maternity deed with the consent of all persons to whom it has given rights and debts. This consent must be written directly on the promissory note.

(2) The same rule applies to converting maternity bills into registered or promissory notes. If there is no consent of one of the right or debt holders in this final situation, this conversion only becomes effective between the creditor who made the conversion and the person who is the direct successor to his rights.

E) Cancellation decision

1 – Terms

ARTICLE 651-(1) If the valuable paper is lost, the court can decide to cancel it.

(2) The person who has the right on the bill at the time of loss of the negotiable instrument or when the loss occurs, may request the cancellation of the deed.

2 – Provisions

ARTICLE 652-(1) Upon the cancellation decision, the beneficiary may claim his right without a promissory note or request the issuance of a new promissory note.

(2) Apart from this, special provisions regarding various types of negotiable instruments are applied regarding the cancellation procedure and provisions.

F) Special provisions

ARTICLE 653-(1) Special provisions regarding various negotiable instruments are reserved.

PART TWO – Registered Promissory Notes
A) Definition

ARTICLE 654-(1) Negotiable instruments that are written in the name of a certain person but do not include its registration in his/her order and are not counted among the bills written to the order by law are deemed to be registered bills.

B) How will the creditor prove his right?

1 – As a rule

ARTICLE 655-(1) The debtor has to pay only to the persons who are the holders of the deed and whose name is written in the deed or who can prove that he is his legal successor.

(2) Even though this point is not proven, the debtor who makes the payment shall not be relieved of his debt to a third party who proves that he is the real owner of the note.

II – Incomplete registered notes

ARTICLE 656-(1) The debtor, who has reserved the right to pay the price of the note to each bearer, in the registered deed, would be relieved of his debt as a result of the payment he would make in good faith, had he not sought to prove his title as a creditor. However, the pregnant woman is not obligated to pay. The provision of the second paragraph of Article 785 is reserved.

C) Cancellation decision

ARTICLE 657-(1) Unless there are special provisions to the contrary, registered bills are canceled in accordance with the provisions regarding pregnant written promissory notes.

(2) The debtor may propose a simpler procedure for annulment by reducing the number of announcements in the promissory note or shortening the periods, or if the creditor gives him a formally issued or duly approved document showing the cancellation of the bill and the payment of the debt, it can also be valid without submitting the promissory note and deciding to cancel it. reserves the right to pay.

PART THREE – Promissor
A) Definition

ARTICLE 658-(1) Any valuable instrument, which is understood from the text or form of the deed to be the rightful owner of that person, is considered a pregnant or bearer deed.

(2) The payment of the debtor who is barred from payment by a court decision is not valid.

B) The debtor's defenses

1 – In general

ARTICLE 659-(1) The debtor can claim defenses against the debtor who is the creditor against the claim arising from a written promissory note, only with the defenses regarding the invalidity of the deed or as understood from the text of the deed.

(2) Claiming defenses based on direct relations between the debtor and one of the previous holders is valid only if the holder knowingly acted to the detriment of the debtor while acquiring the note.

(3) It cannot be claimed that the promissory note was put into circulation without the consent of the debtor.

2 – Pregnant written interest coupons

ARTICLE 660-(1) The debtor cannot claim that the principal has been paid against the receivable arising from the written interest coupons.

(2) In case the principal is paid, the debtor has the right to retain the amount of the interest coupons that are due in the future but not delivered to him together with the original promissory note, until the statute of limitations applicable to these coupons expires; unless it was decided to cancel the undelivered coupons or a guarantee was given for the amount.

C) Cancellation decision

1 – In general

1.1. Authority

ARTICLE 661- (1) Except for share certificates, bonds, usufruct certificates, individual coupons, the court decides on the request of the right holder for the cancellation of the coupon certificates, the certificates with written documents such as talons for the renewal of the main coupon documents.

(2) The competent court is the commercial court of first instance where the debtor's domicile or the place where the headquarters of the joint stock company is located.

(3) The claims of the petitioner that he has possession of the deed and that he has lost it must be found convincing by the court.

(4) If a bill contains a coupon table or talon and the holder has lost only the coupon table or talon, the submission of the main part of the bill is sufficient to prove that the claim is justified.

1.2 Payment ban

ARTICLE 662- (1) Upon the petitioner's request, the court forbids the debtor of the bill from paying the price by warning that he will have to pay twice if he acts to the contrary.

(2) If it is necessary to cancel a coupon document, the provisions regarding the cancellation of interest coupons shall apply to individual coupons that are due during the lawsuit.

1.3. Call with advertisement, application period

ARTICLE 663-(1) If the court finds credible the explanations of the petitioner that the owner of the deed has been found and has lost it, it calls the unidentified bearer to present the deed within a certain period of time by means of an announcement, and warns that otherwise the deed will be cancelled. The duration must be determined as at least six months; this period starts to run from the first announcement day.

1.4. Type of advertisement

ARTICLE 664-(1) Announcement regarding the submission of the bill must be made three times in the newspaper written in Article 35.

(2) If the court deems necessary, it may also decide to make announcements in other ways it deems appropriate.

1.5. Provisions

a) Upon presentation of the deed

ARTICLE 665-(1) If the deed whose cancellation is requested is submitted, the court determines a period of time for the petitioner to file a case for the return of the deed.

(2) If the petitioner does not file a lawsuit within this period, the court returns the bill and lifts the prohibition on payment.

b) In case the deed is not presented

ARTICLE 666-(1) The court decides to cancel the deed that is not presented within the specified period or may take other measures if it deems necessary.

(2) The decision regarding the annulment of a pregnant written deed is announced immediately in the newspaper mentioned in Article 35 and by other means if the court deems it necessary.

(3) Upon the cancellation decision, the petitioner has the right to demand the issuance of a new bill at his own expense or the performance of the due debt.

2 – Procedure for coupons

ARTICLE 667-(1) In case of loss of individual coupons, upon the request of the right holder, the court decides that the amount be deposited in the court on due date, if the due date has expired.

(2) If no right holder applies after three years and three years have passed since the maturity date, the price is given to the petitioner by court decision.

3 – Procedure for banknotes and similar papers

ARTICLE 668-(1) It cannot be decided to cancel banknotes and other written bills with certain values, which are required to be paid when issued in large quantities and used as a means of payment instead of money.

(2) Special provisions regarding bonds issued by the government are reserved.

D) Mortgaged debt securities and annuities

ARTICLE 669-(1) The special provisions regarding the mortgaged debt note and annuity bond are reserved.

PART FOUR – Bills of Exchange
A) Borrowing license

ARTICLE 670-(1) The person who is eligible to borrow under the contract is also eligible to borrow with bills of exchange.

CHAPTER ONE – Policy
FIRST DECEMBER - Arrangement and Form of the Policy

A) Shape

1 – Elements

1.1 in general

ARTICLE 671-(1) Policy;

a) The word "police" in the text of the promissory note, if the promissory note is written in a language other than Turkish, the word used as a policy equivalent in that language,

b) Unconditional and unconditional transfer for payment of a certain amount,

c) The name of the person who will pay, "the addressee",

d) Maturity,

e) Place of payment,

f) To whom or to whose order it will be paid, his name,

g) Date and place of issue,

h) Contains the signature of the organizer.

1.2. Absence of elements

ARTICLE 672– (1) A bill that does not contain one of the elements written in Article 671 is not considered a policy, except for the cases written in the second to fourth paragraphs.

(2) The policy, whose maturity is not shown, is deemed to be paid when seen.

(3) Unless specified separately, the place shown next to the addressee's name is considered the place of payment and at the same time the place of residence of the addressee.

(4) A policy whose place of issue is not shown is deemed to have been drawn up at the place indicated next to the name of the issuer.

2 – Individual elements

2.1. The issuer is also the addressee or the person payable to his order

ARTICLE 673-(1) The policy can be written to the order of the issuer himself, or it can be issued to the issuer himself or for the account of a third party.

2.2 Addressed and local policy

ARTICLE 674-(1) The policy may be drawn up to be paid in the presence of a third party, at the addressee's domicile or elsewhere.

2.3. Interest requirement

ARTICLE 675- (1) An interest requirement may be imposed by the issuer on a policy that is required to be paid at sight or after a certain period of time. In other policies, such an interest condition is deemed not written.

(2) The interest rate must be shown on the policy; If it is not shown, the interest condition is deemed not written.

(3) If no other day is specified, interest accrues from the issuance day of the policy.

2.4. Displaying the policy cost in various ways

ARTICLE 676-(1) If the policy price is shown both in writing and in numbers, and there is a difference between the two prices, the price shown in writing is preferred.

(2) If the policy price is shown more than once only in writing or only in numbers and there is a difference between the prices, the lowest price is considered valid.

B) Responsibility of signatories

1 – Finding invalid signatures

ARTICLE 677-(1) If a policy includes the signatures of persons who are not qualified to borrow under the policy, forged signatures, signatures of fictitious persons or signatures that do not bind for any reason the signatories or the persons signed on their behalf, the validity of other signatures shall not be affected.

2 – Unauthorized signature

ARTICLE 678-(1) The person who puts his signature on a policy as a representative of a person, although he is not authorized to represent, is personally liable for that policy; if he pays this policy, he will have the rights that the person considered to be represented may have. This is also the case for the representative who exceeds his authority.

3 – Responsibility of the organizer

ARTICLE 679-(1) The issuer is responsible for non-acceptance and non-payment of the policy. Even if the organizer may stipulate that it will not be liable in case of non-acceptance, the records that it will not be liable for non-payment shall be deemed not written.

4 – Open policy

ARTICLE 680-(1) If a policy that was not fully filled at the time of its being put into circulation is filled out in violation of the agreements in between, the claim that these agreements are not complied with cannot be brought forward against the pregnant; unless the bearer acquired the policy in bad faith or it was possible to accuse him of a serious fault at the time of acquisition.

SECOND AYIRIM - Ciro

A) Transfer of the policy

ARTICLE 681-(1) Even if every policy is not expressly written, it can be transferred by endorsement and possession.

(2) If the issuing party has put the phrase "not in writing to order" or a record with the same meaning, the policy can only be transferred through the assignment of the receivable, and this transfer will have legal consequences for the assignment of the receivable.

(3) The endorsement can be made to the addressee, the issuer or any of the people who are in debt with the policy, whether they have accepted the policy or not. These persons can re-enroll the policy.

B) Turnover

1 – It is unconditional

ARTICLE 682-(1) Turnover must be unconditional and unconditional. Any condition on which the turnover is bound is considered unwritten.

(2) Partial turnover is void.

(3) Bearer endorsement has the effect of white endorsement.

2 – Form of turnover

ARTICLE 683- (1) The endorsement must be written on the policy or on a piece of paper that is attached to the policy, called "along" and signed by the endorser.

(2) The endorsement does not need to be shown in the endorsement, and the endorsement can only consist of the endorser's signature. Such turnovers are called “white turnovers”. The white endorsement must be written on the back of the policy or on the alligator.

3 – Provisions of endorsement

3.1. Revolution function

ARTICLE 684- (1) With the transfer of turnover and possession, all rights arising from the policy are transferred.

(2) If the turnover is white turnover bearer;

a) Fill the turnover in his own name or on behalf of another person,

b) Re-endorsement of the policy in white or to another specified person,

c) White can give the policy to another person without filling out the endorsement and without re-affirming the policy.

3.2. Collateral function

ARTICLE 685-(1) Unless otherwise stipulated, the endorser is responsible for the acceptance and non-payment of the policy.

(2) The endorser may prohibit the re-endorsement of the policy; In this case, the bill is not liable to the persons to whom it has been endorsed later.

3.3 Holder's entitlement

ARTICLE 686- (1) The person holding a policy is deemed to be the authorized bearer, even if the final endorsement is a white endorsement, provided that his/her right is understood from several and interconnected endorsements. The drawn endorsements are deemed not written in this regard. If a white endorsement is followed by another endorsement, the person who signed the last endorsement is deemed to have acquired the policy with a white endorsement.

(2) If the policy is found to be out of the hands of the holder for any reason, the new holder, whose right is understood according to the provisions written in the first paragraph, is obliged to return the policy only if he has acquired the policy in bad faith or there is a serious fault in his acquisition.

4 – Def'is

ARTICLE 687-(1) The person to whom the policy is applied cannot claim against the applicant pregnant, who is the issuer or defenses based on direct relations with one of the previous bearers; unless the holder deliberately acts to the detriment of the debtor while acquiring the policy.

(2) Provisions regarding transfers made through the assignment of receivables are reserved.

5 – Types of turnover

5.1. Collection turnover

ARTICLE 688-(1) If the endorsement includes an annotation stating that the price is to be collected, "by proxy" or that the price will be accepted on behalf of someone else, or a record expressing only proxy, the bearer can use all the rights arising from the policy; but he can only endorse that policy again with a collection endorsement.

(2) Those responsible for the policy, in this case, can only make defenses against the pregnant party, which they can claim against the endorser.

(3) The authorization contained in the collection endorsement does not end with the death of the person giving this authorization, nor does it disappear with the loss of his/her capacity to exercise civil rights.

5.2. Pledge turnover

ARTICLE 689-(1) If the endorsement includes the phrase "price is collateral", "price is pledged" or any other record indicating the pledge, the holder may exercise all rights arising from the policy; but an endorsement made by him is only a collection endorsement.

(2) Those in charge of the policy cannot claim defenses based on direct relations between them and the endorser against the pregnant woman; unless the holder deliberately acts to the detriment of the debtor while acquiring the policy.

5.3. Turnover after maturity

ARTICLE 690-(1) An endorsement made after the expiration of the maturity gives rise to the provisions of an endorsement made before the maturity; however, endorsement made after the protest for non-payment or the expiry of the time stipulated for the organization of this protest will only give rise to the provisions of the assignment of receivables.

(2) Until proven otherwise, an undated endorsement is deemed to have been made before the deadline for holding the protest has passed.

THIRD SEPARATION – Acceptance and Availability

A) Offer for acceptance

1 – Rule

ARTICLE 691-(1) The policy can be submitted to the acceptance of the addressee at the place of residence by the holder or anyone holding the policy until the maturity date.

2 – Condition and prohibition of offering for acceptance

ARTICLE 692-(1) The issuer may stipulate that the policy be submitted for acceptance, with or without specifying a period of time.

(2) The issuer may write on the policy that it forbids the offering of the policy for acceptance, except for policies that must be paid at the domicile of a third party or elsewhere from the addressee's residence or after a certain period of time.

(3) The issuer may also stipulate that the policy should not be submitted for acceptance before a certain date.

(4) Unless the issuer has prevented the offer of the policy for acceptance, each endorser may stipulate the supply of the policy for acceptance, with or without a period of time.

3 – For policies that must be paid after a certain period of time

ARTICLE 693-(1) Policies that are required to be paid after a certain period of time must be submitted for acceptance within one year from the date of issue.

(2) The organizer may shorten this period or stipulate a longer period.

(3) The endorsers may shorten the time of submission to acceptance.

4 – Resubmit for acceptance

ARTICLE 694-(1) The addressee may request the presentation of the policy again on the day following the day it was presented to him. Those concerned may claim that this request has not been fulfilled, but only if this request has been written in the protest.

(2) The bearer is not obliged to leave the policy submitted for acceptance to the addressee.

B) Acceptance

1 – Shape

1.1 in general

ARTICLE 695-(1) The acceptance declaration is written on the policy and expressed as "accepted" or another synonymous phrase and signed by the addressee. It is accepted that the addressee puts his signature on the front of the policy only.

(2) If the policy is stipulated to be paid after a certain period of time after it is seen, or if it is required to be accepted within a certain period due to a special condition, the date of the day of acceptance shall be included in the policy, unless the bearer requests that the date of presentation be omitted. If the date has not been set, the holder must have this deficiency determined by a protest to be held in time in order to protect their right to appeal against the organizer with the endorsers.

1.2. Limitation of acceptance

ARTICLE 696-(1) Acceptance must be unconditional; however, the addressee may limit the acceptance to a part of the policy price.

(2) If the acceptance declaration differs from the policy content at other points, the policy is deemed not accepted. However, the acceptor is responsible within the framework of the conditions in the acceptance declaration.

1.3. Addressed and local policy

ARTICLE 697-(1) If the issuer has declared a place other than the addressee's place of residence as a place of payment without indicating a third party to whom the payment will be made in the policy, the drawee may indicate a third party in the acknowledgment. Otherwise, the addressee is deemed to have committed to pay the policy in person at the place of payment.

(2) If the policy is stipulated to be paid in person before the drawee, the drawee may indicate in the acknowledgment an address located at the place of payment, including the place where the payment is to be made.

2 – Provisions

2.1. In general

ARTICLE 698-(1) By accepting the policy, the addressee undertakes to pay the price in due time.

(2) In case of non-payment, the bearer has the right to request directly from the acceptor everything that can be requested in accordance with Articles 725 and 726 due to the policy, even if it is the issuer.

2.2 Drawing an acceptance opinion

ARTICLE 699-(1) If the drawee draws the acknowledgment of acceptance on the policy before returning the policy, it is deemed to have avoided acceptance. It is presumed that the acknowledgment was drawn before the return of the policy, until proven otherwise.

(2) However, if he has notified the addressee or a person who has signed the policy in writing that he has accepted the policy, he will be liable against them within the framework of the acceptance declaration.

C) Aval

1 – Those who give aval

ARTICLE 700-(1) Payment of the price in the policy can be fully or partially secured by bill of exchange.

(2) This guarantee may also be given by a third party or a person who has signed the policy.

2 – Figure

ARTICLE 701-(1) Aval annotation is written on the policy or on the allong.

(2) Aval is expressed as "for the aval" or other synonymous phrase and is signed by the person giving the aval.

(3) Except for the signatures of the drawee or the issuer, any signature on the face of the policy is considered an annotation.

(4) If it is not specified to whom it was given, the bill is deemed to have been given to the organizer.

3 – Provisions

ARTICLE 702-(1) The person giving the aval shall be liable just like the person for whom he has committed himself.

(2) Even if the debt secured by the bill giver is invalid due to any reason other than formal defect, the pledge of the bill giver is valid.

(3) If the billing party pays the price of the policy, it acquires the rights arising from the policy against the person for whom it has been committed due to the policy, and against him and the persons responsible under the policy.

FOURTH SECTION – Payment

A) Maturity

1 – Determination of maturity

1.1 in general

ARTICLE 703-(1) A policy;

a) When seen,

b) After a certain period of time,

c) After a certain period of time from the day of issue,

d) It can be arranged to be paid on a certain day.

(2) Policies with different maturities or showing several consecutive maturities are void.

1.2. Policy payable on sight

ARTICLE 704-(1) It is paid upon presentation of the policy issued to be paid when seen. Such a policy must be submitted for payment within one year from the day of issue. The organizer can shorten this period or set a longer period. Presentation periods may be shortened by endorsers.

(2) The issuer may stipulate that a bill payable on sight shall not be presented for payment before a certain day. In this case, the submission period starts from that date.

1.3. Policy payable after a certain time of sight

ARTICLE 705-(1) The maturity of a policy to be paid after a certain period of time is determined according to the date written in the acknowledgment of acceptance or the date of protest.

(2) If the date is not shown in the acknowledgment of acceptance and the protest is not withdrawn, the policy shall be deemed to have been accepted on the last day of the period stipulated for submission to the acceptance.

2 – Calculation of durations

2.1. In general

ARTICLE 706-(1) The maturity of a policy issued to be paid one or a few months after the issuance day or sight becomes due on the corresponding day of the month in which the payment is to be made. If there is no corresponding day, the maturity will be on the last day of that month.

(2) If a bill is issued to be paid one and a half months, or several months, or half a month after the day of issue or sighting, the full months shall be counted first.

(3) If the beginning, middle or end of a month is shown as a maturity date, the first, fifteenth and last days of the month are understood from these.

(4) The expressions "eight days" or "fifteen days" do not mean one or two weeks, but actually a period of eight or fifteen days.

(5) The phrase "half a month" means a period of fifteen days.

2.2 Conflict of calendars

ARTICLE 707-(1) If there is a calendar difference between the place of issuance of a policy payable on a certain day and the place of payment, the maturity shall be deemed to have been determined according to the calendar of the place of payment.

(2) If a policy drawn up between two places with different calendars is to be paid after a certain period of time, the maturity is calculated by converting the issuance day to the calendar day at the place of payment.

(3) The provisions of the first and second paragraphs are also applied in the calculation of the submission periods of the policies.

(4) If it is understood from a record in the policy or the content of the policy that the purpose is different, the provisions of this article are not applicable.

B) Payment

1 – Submission

ARTICLE 708-(1) The holder of a policy payable on a specified day or after a specified period of issuance or sight must present the policy payable on the day of payment or within two business days following it.

(2) Presentation of the policy to a clearinghouse is a substitute for presentation for payment.

2 – The right to request a receipt

ARTICLE 709-(1) The addressee may request that the policy be given to him by writing a release annotation by the bearer while paying the policy.

(2) The holder may not refuse partial payment.

(3) In case of partial payment, the addressee may request that this payment be written on the policy and a receipt be given to him.

3 – Payment before and on maturity

ARTICLE 710-(1) The policyholder is not obliged to accept payment before maturity.

(2) The addressee, who pays before the due date, acts at his own risk.

(3) Unless there is fraud or serious fault, the person who pays the policy on due date is relieved of his debt. Although the payer is obliged to examine whether there is a regular succession between endorsements, he is not obliged to investigate the validity of the endorsers' signatures.

4 – Payment with foreign currency

ARTICLE 711-(1) If it is stipulated that the policy will be paid in a currency that is not depreciated at the place of payment, its price may be paid in the currency of that country according to its value at the maturity date. In case of delay in payment, the debtor may request that the bearer's policy price be paid by converting it to the currency of the country, according to the rate on the maturity date or the payment day.

(2) The value of non-denominated currency is determined according to the commercial customs of the place of payment. However, the issuer may require that the money payable be calculated according to a certain rate written in the policy.

(3) If the organizer has stipulated that the payment be made in a certain currency (payment in kind), the provisions of the first and second paragraphs are not applicable.

(4) If the policy price is shown in the currency of the same name in the countries where it is issued and the place of payment, but the values ​​​​are different from each other, the money in the place of payment is considered to be meant.

5 – Deposit

ARTICLE 712-(1) If a policy is not presented for payment within the period stipulated in Article 708, the debtor may deposit the cost of the policy to a bank at the expense and risk of the pregnant.

FIFTH DISCRIMINATION – Right to Apply in Cases of Refusal and Non-Payment

A) Right to apply

1 – In general

ARTICLE 713-(1) If the policy has not been paid at maturity, the bearer may apply to the endorsers, the issuer and other persons who are under commitment due to the policy.

(2) Bearer;

a) Acceptance is completely or partially avoided,

b) Whether he has accepted the policy or not, the drawee has just suspended his payments or any enforcement proceedings against him have failed, even if it has not been proved by a court of law or has gone bankrupt, or

c) If the issuer of a policy that is prohibited from being presented for acceptance is bankrupt, he has the same right to apply before maturity.

2 – Protest

2.1. Terms and conditions

ARTICLE 714-(1) Non-acceptance or non-payment must be determined by an official document called a protest against non-acceptance or non-payment.

(2) The protest of non-acceptance must be withdrawn within the time specified for submission to acceptance. If, as indicated in the first paragraph of Article 694, the first submission of the policy is made on the last day of the maturity date, the protest may also be withdrawn the day after that day.

(3) The protest for non-payment to be drawn due to a policy that includes the condition to be paid on a certain day or after a certain period of issuance or sighting, must be drawn within two business days following the payment day. The protest for non-payment due to a policy that must be paid upon sight is drawn within the timeframes indicated for the protest against non-acceptance in the second paragraph.

(4) In the event that a protest against non-acceptance has been drawn, there is no need to present the policy for payment, and there is no need to file a protest against non-payment.

(5) Whether the addressee has accepted the policy or not, if the payment has been suspended or any enforcement proceedings against him have been fruitless, the holder may exercise his right to apply only after the presentation of the policy to the addressee for payment and the withdrawal of the protest.

(6) Whether the drawee has accepted the policy or the issuer of a policy that is prohibited from being submitted for acceptance has gone bankrupt, the submission of the bankruptcy notice is sufficient for the exercise of the right to apply.

2.2 Shape

a) Notarial arrangement

ARTICLE 715-(1) The protest must be prepared by the notary public in the form and manner specified in Article 716.

b) Contents

ARTICLE 716-(1) Protest;

a) The names or trade titles of the people who protested and against whom the protest was made,

b) An annotation stating that the person to whom protest was drawn has not fulfilled his commitment, could not be found, or his place of business or residence has not been determined, although he has been invited to fulfill his commitment arising from the policy,

c) An annotation of the place and day of the said invitation or when the invitation attempt was unsuccessful, and

d) It includes the signature of the notary who organized the protest.

(2) Partial payment is indicated in the protest.

(3) If the addressee, to whom a policy has been presented for acceptance, requests that the policy be presented again the next day, this situation is also recorded in the protest.

c) Protest document

ARTICLE 717-(1) The protest is drawn up as a separate document and attached to the policy.

(2) If the protest is organized by presenting various copies of the same policy or the original and a copy of the policy, it is sufficient to bind the protest to one of these copies or the original bill.

(3) It is registered in other copies or copies that the protest is bound to one of the remaining copies or to the original of the policy.

d) In case of partial acceptance

ARTICLE 718-(1) If the acceptance is reserved for a part of the price in the policy and therefore a protest is organized, a copy of the policy is produced and the protest is written on this copy.

e) Protest against more than one person

ARTICLE 719-(1) If it is obligatory to demand the performance of an act related to the policy by more than one obligee, a single protest document is drawn up.

2.3. My duty of storage

ARTICLE 720-(1) The notary public who organized the protest is obliged to keep a copy of the policy together with the protest document.

2.4. Cripple protest

ARTICLE 721-(1) It is also valid if the protest signed by the notary public is not organized in accordance with the law or the records in it are incorrect.

(2) Disciplinary provisions regarding the notary public are reserved.

2.5. Circumstances that do not require a protest

ARTICLE 722-(1) The issuer, endorser or endorser may absolve the bearer of the obligation to make a protest of non-acceptance or non-payment in order to exercise his right to apply, by writing and signing the "no expense", "no protest" records or any other synonymous phrase on the promissory note.

(2) This registration does not relieve the holder from his obligations to present the policy on time and to make the necessary notices. Proof of non-compliance with the deadlines falls to the person who alleges it against the pregnant woman.

(3) If this record is written by the policy issuer, it will be valid for all those who are in debt due to the policy; If it is written by a endorser or endorser, the provision applies only to him. If the holder protests again despite the record written by the organizer, the expenses will be his own.

(4) In case the registration is made by a endorser or endorser, all those who are in debt due to the policy are liable to reimburse the expenses required by a protest that has been taken despite this registration.

3 – Notification obligation

ARTICLE 723-(1) The bearer is obliged to notify his endorser and the issuer of his/her non-acceptance or non-payment within four working days following the day of the protest or if there is a “no expense” record in the policy.

(2) Each endorser shall notify his endorser of the notice received, within two business days following the day he received them, by showing the names and addresses of the persons who made the previous notices. It is acted in this order until it reaches the organizer. The periods begin to run from the date of receipt of the previous notice.

(3) If a notice is given to a person who has signed the policy pursuant to the second paragraph, this notice must also be given to the person giving the bill within the same period.

(4) If a endorser has never written his address or has written it in a way that is impossible to read, it is sufficient to give the notice to the previous endorser.

(5) The person who will make the notification can do this through a notary public or only through the return of the policy.

(6) The person who is obliged to make the notification has to prove that he has done this within a certain period of time.

(7) The person who does not send a notification within the periods indicated in the first and second paragraphs, even if he does not lose his right to apply, will be responsible for the damage arising from his negligence. However, the indemnity liability for this loss is limited to the policy price.

4 – Solidarity

ARTICLE 724-(1) Persons who issue, accept, endorse or endorse a policy are liable to the pregnant counter as several and several debtors.

(2) The holder may apply to each, some or all of these, regardless of their order in borrowing.

(3) Anyone who is in debt due to the policy and has paid the policy can use the same right.

(4) By applying only to one of the bearer debtors, he does not lose his rights against other debtors and those who come after the debtor to whom he applied first.

5 – Scope of the right to apply

5.1. Right of the bearer

ARTICLE 725-(1) By application of the holder;

a) The unaccepted or unpaid price of the policy and the accrued interest if stipulated,

b) Interest to accrue as of the maturity date,

c) Expenses and other expenses of the protest and the notices served by the bearer; and

d) The commission fee, not to exceed three thousandths of the policy price, may be requested.

(2) If the right to apply is exercised before maturity, a discount is made from the policy price. This discount is calculated according to the official discount rate valid in the place of residence of the holder at the date of application.

5.2. Payer's right

ARTICLE 726-(1) The person who has paid the policy fee is among the debtors who came before him;

a) The entire amount paid,

b) Interest on this amount from the date of payment,

c) his expenses and

d) A commission fee not exceeding two thousandths of the policy price may be requested.

6 – Receipt

6.1. In general

ARTICLE 727- (1) The debtor, to whom an application is made or possible to apply, has the right to request that the policy and protest document be given to him, together with a separately filled receipt, when he pays the amount subject to the application.

(2) Each endorser who has paid the bill can draw his own endorsement and the endorsements of the debtors that come after him.

6.2. In case of partial acceptance

ARTICLE 728-(1) In case the right to apply after the policy is partially accepted, the person paying the unaccepted portion of the policy price may request that the payment be written on the policy and a receipt be given to him/her in this regard. Furthermore, in order for him to exercise his rights of later recourse against others, the bearer must give him a certified copy of the bill of exchange and the protest.

7 – Rejection

ARTICLE 729-(1) Anyone who has the right to apply can apply through a new policy called "rejection", which must be paid by one of the debtors before him, and which must be paid at the place of residence of this person, unless otherwise stated in the policy.

(2) Rejection includes commission fees other than the money shown in Articles 725 and 726.

(3) If issued by Retrethamil, the price of the policy is determined according to the current price of a policy drawn from the place where the policy is to be paid, on the place of residence of the former debtor and which must be paid when seen. If the refusal is issued by an endorser, the price of the policy is determined according to the current price of a policy drawn on the place of residence of the former debtor from the place of residence of the person who issued the refusal and which must be paid on sight.

8 – Loss of the right to apply

8.1. In general

ARTICLE 730-(1) Bearer;

a) Presenting the policy that must be paid when seen or after a certain period of time,

b) Organizing a protest of non-acceptance or non-payment,

c) If there is a record of "refundable without expense", the policy must be submitted for payment,

lapses for a certain period of time, he loses any rights he has against endorsers, issuers and other debtors, with the exception of the acceptor.

(2) If the holder does not comply with the deadline given by the issuer for submission for acceptance, he loses his right of application due to non-acceptance and non-payment; unless it is clear from the record that the organizer wishes to exclude liability for acceptance only.

(3) If a period is stipulated in the endorsement for presentation, only the endorser can claim this period.

8.2. Force majeure

ARTICLE 731-(1) If the presentation of the policy or the organization of a protest within the legally determined periods could not be realized due to an insurmountable obstacle such as a state's legislation or any force majeure, the specified periods for these transactions are extended.

(2) The holder is obliged to notify the person before him of the force majeure without delay and to record this notice in the policy or alloy, including the date, place and signature. Apart from this, the provisions of Article 723 apply.

(3) After the force majeure disappears, it is obligatory for the holder to present the policy for acceptance or payment without delay and to protest when necessary.

(4) If the force majeure lasts more than thirty days from the due date, the right to apply can be exercised without the need to present the policy and protest.

(5) The thirty-day period for the policies that have to be paid when seen or after a certain period of time runs from the date the bearer notifies his endorser of the force majeure. This notice can also be made before the expiry of the submission period. For policies that have to be paid after a certain period of time, the thirty-day period is extended by the period specified in the policy.

(6) Events pertaining to the bearer or the person who is assigned to present the policy or to protest are not considered as force majeure.

B) Unjust enrichment

ARTICLE 732– (1) Even if the obligations of the issuer or the acceptor arising from the policy are reduced due to the statute of limitations or due to the negligence of taking the necessary actions to protect the rights arising from the policy, they remain indebted to the policyholder as much as they may have enriched to his detriment.

(2) A claim arising from unjust enrichment can also be brought against the addressee, the person who will pay a domestic policy, and, if the issuer has issued the policy for the account of another person or commercial enterprise, that person or commercial enterprise.

(3) Such a claim cannot be brought against the endorser whose debt arising from the policy has been paid off.

(4) The statute of limitations is one year from the date following the statute of limitations; The burden of proof is on the person claiming that he did not become unjustly enriched.

C) Transfer of policy provision

ARTICLE 733- (1) With the filing of bankruptcy about the issuer, the right of the issuer to claim against the drawee arising from a legal relationship other than the policy relationship, regarding the return of the policy money or other money that the issuer has credited to the addressee's account, becomes the policyholder.

(2) If the issuer declares in the policy that he has transferred his rights due to the provisional relationship, these rights belong to whoever is the policyholder.

(3) After the bankruptcy is declared or the transfer situation is notified to the addressee, he/she can only make a counter payment to the pregnant woman who proves her right in return for the return of the policy.

D) intervening

1 – General provisions

ARTICLE 734– (1) Each of the issuers and endorsers or endorsers may designate a person who will accept or pay the bill as necessary.

(2) The policy may be accepted or paid by an intervening person for any debtor to whom recourse can be made under the policy, under the following conditions.

(3) Every third person including the addressee or anyone who is already indebted due to the policy, except for the person accepting the policy, can intervene and accept the policy or pay the price.

(4) The person who accepts or pays by intervening is obliged to notify the situation to the debtor in whose favor he intervened, within two working days. If he does not comply with this period, he will be liable for the damage arising from his failure to notify, provided that the policy price is not exceeded.

2 – Acceptance by intervention

2.1. Terms, status of the holder

ARTICLE 735- (1) Before the maturity date, the policy may be accepted by intervening in all cases where the holder can exercise his right to apply; unless it is a policy whose presentation is prohibited for acceptance.

(2) If a person who will accept or pay the bill at the place of payment is indicated on the bill, the person who has shown that person and after that person, unless the bearer has presented the bill to that person and, in case of refusal by intervening, has made a determination not to accept it with a protest. cannot use its right to apply before the due date against incoming debtors.

(3) In other cases of intervening, the holder may refuse to accept by intervening; however, if he allows this, he cannot use his right to apply before the due date against the debtor who has accepted by intervening in favor of him and the debtors who come after him.

2.2 Figure

ARTICLE 736-(1) Acceptance by intervening is written on the policy and signed by the intervening party. In the declaration of acceptance, it is indicated in whose favor the intervention was made; If it is not shown, it is deemed to have been accepted in favor of the organizer.

2.3. Responsibility of the intervening acceptor

ARTICLE 737-(1) The person who accepts by intervening is liable to the debtors who are pregnant and to whom he intervened, just like the person who intervened in favor of him.

(2) Despite the acceptance, by intervening, the person whose favor has been accepted and the debtors preceding him may request the bearer to give the policy and, if any, a receipt, provided that they pay the amount indicated in Article 725.

3 – Payment by interrupting

3.1. Terms

ARTICLE 738-(1) The holder may make a payment by intervening in all cases in which he can exercise his right to apply at maturity or before maturity.

(2) By intervening, the payment covers the entire amount that the person to be paid in favor is obliged to pay.

(3) This payment must be made at the latest the day after the deadline for withdrawal of the non-payment protest.

3.2. The bearer's obligation to present

ARTICLE 739-(1) If the policy has been accepted by intervening persons whose settlements are located at the payment place, or if the persons whose settlements are located at the payment place are shown to make the payment, the bearer shall at the latest the day after the deadline for the withdrawal of the non-payment protest, the policy to all these persons. It is obligatory to present it and to protest if payment is avoided by intervening when necessary.

(2) If the protest is not withdrawn in due time, the person who has shown the person who will pay or who has intervened and accepted a policy in his favor and the debtors who come after them are released from responsibility.

3.3 Consequence of rejection

ARTICLE 740- (1) The bearer, who refuses the payment made to him by intervening, loses his right to apply against the people who will get rid of the debt in case of payment.

4. Receipt

ARTICLE 741- (1) When the policy is paid by intervening, a receipt is written on the policy by showing the person for whom the payment was made. If it is not shown to whom it was paid, the payment is deemed to have been made to the issuer.

(2) The bill, if any, must be given to the person making the payment by intervening.

5. Transfer of rights, in case of more than one intervening

ARTICLE 742-(1) The person who makes the payment by intervening acquires the rights arising from the policy against the person to whom he made the payment and the persons indebted to him due to the policy. However, it cannot re-enroll the policy.

(2) Debtors who come after the person in whose favor the payment is made are released from the debt.

(3) If various offers have been made to intervene and make a payment, whichever of these offers will relieve the debtors the most, is preferred. The person who intervenes and pays, knowing that there is a better offer, loses the right to appeal against whoever would have been relieved if the best offer had been chosen.

SECTION SIX - Policy Copies and Copies

A) Policy copies

1 – Right to request

ARTICLE 743- (1) The policy can be issued in more than one copy, being the same.

(2) Successive sequence numbers are placed on these copies. The numbers are written in the text. Otherwise, each of the copies is considered a separate policy.

(3) The holder of a policy, which does not contain the record that it was issued in a single copy, may request that more than one copy be given at his own expense. For this purpose, if the holder applies to his endorser, the holder's endorser and previous endorsers are obliged to apply respectively to each other and the first endorser to the issuer. Furthermore, endorsers are required to rewrite their endorsements on new copies.

2 – Relationship between copies

ARTICLE 744-(1) Even if the policy does not bear the record that the payment to be made on one of the copies will invalidate the other copies, the payment made on one of the copies will nullify the rights arising from all the copies. However, the responsibility of the addressee continues for any copy that contains the acceptance record but has not been returned to him.

(2) The endorser who gave more than one copy to different persons and the debtors who came after him are responsible for all the copies that contain their own signatures and that have not been returned.

3 – Acceptance opinion

ARTICLE 745- (1) The person who sends one of the copies for acceptance has to write the name of the person holding this copy on the other copies. Person holding the copy sent for acceptance; is obliged to deliver it to the authorized holder of the other copy.

(2) If the holder refrains from delivery, the right to apply, but;

a) The copy sent for acceptance is not delivered to him despite the request,

b) Acceptance or payment cannot be achieved on the other copy,

It can use the issues if it has been determined by a protest.

B) Policy copies

1 – Form and provisions

ARTICLE 746-(1) Every policyholder has the right to issue copies of the policy.

(2) The copy must contain the original of the bill, together with the endorsements and all other records in the policy, and show where it ends.

(3) The copy can be endorsed as the original and to give rise to the same provisions, and can be subject to a contract of endorsement.

2 – Delivery of the original bill

ARTICLE 747-(1) The copy must show who owns the original of the promissory note. The person holding the original of the deed is obliged to deliver it to the authorized bearer of the copy.

(2) In case of avoidance of delivery, the holder; however, if he makes it clear with a protest that the original of the promissory note has not been delivered to him despite his request, he may use his right to appeal against the endorsers of the copy and the people who give aval on the copy.

(3) If the original of the bill includes the entry "only endorsements to be written on the copy are valid from here on out" or a similar record, after the endorsement that was last written on the original before the copy was issued, then endorsements to be written on the original bill are invalid.

SEVENTH SECTION – Miscellaneous Provisions

A) Changes in the text of the promissory note

ARTICLE 748-(1) If a policy text is changed, the persons who signed the policy after the change will be liable according to the changed text and those who signed it before it, according to the old text.

B) Timeout

1 – Durations

ARTICLE 749- (1) Claims arising from the policy to be brought forward against the policy acceptor become time-barred after three years from the date of maturity.

(2) Claims of the holder against the endorser shall become time-barred by one year from the date of the protest withdrawn in due time, or from the date of expiry if the promissory note states that "it will be returned without charge".

(3) Claims brought by a endorser against the organizer with other endorsers shall become time-barred after six months from the date the endorser paid the policy or the policy was brought forward through a lawsuit.

2 – Interruption

2.1 Reasons

ARTICLE 750– (1) Timeout; It is terminated by filing a lawsuit, filing a follow-up request, notifying the lawsuit or notifying the bankruptcy office of the receivable.

2.2 Provisions

ARTICLE 751-(1) The action that cuts the statute of limitations is only valid against the person it occurred against.

(2) When the statute of limitations expires, a new statute of limitations begins to run.

C) Durations

1. Holidays

ARTICLE 752-(1) Payment of the policy, which is due on a Sunday or another public holiday, can only be requested on the first business day following the holiday. All other transactions related to the policy, especially submission for acceptance and protest, can only be done on a working day, not on a holiday.

(2) If one of these transactions is to be made within a period whose last day coincides with Sunday or another public holiday, this period is extended until the first business day following it. Holidays in between are included in the time calculation.

2. Calculation of the duration

ARTICLE 753-(1) When calculating the periods shown in this Part of the Law or the policy, the day they start is not counted.

3. Attribution times

ARTICLE 754-(1) Legal or judicial attribution periods are not valid in policies.

D) The place where the transactions related to the policy will be made

ARTICLE 755-(1) All transactions to be made before a particular person, such as presenting the policy for acceptance or payment, making a protest, requesting a copy of the policy, must be carried out at the place of business or, if there is no such place, at the residence of that person.

(2) The place of trade or residence is carefully investigated. If there is no conclusion from the information obtained from the law enforcement or the local postal administration, there is no need to do any further research.

E) Signatures

ARTICLE 756-(1) Statements on the policy must be signed by hand.

(2) Any mechanical device, a hand-made or approved sign or an official certificate cannot be used in place of a handwritten signature.

F) Cancel

1 – Preventive measures

ARTICLE 757-(1) A person who has withdrawn the policy against his will may request that the addressee be barred from paying the policy from the commercial court of first instance in the place of residence of the holder.

(2) In its decision preventing payment, the court allows the addressee to deposit the policy price upon maturity and indicates the place of deposit.

2 – Knowing the person who obtained the policy

ARTICLE 758-(1) If the person who received the policy is known, the court will give the petitioner an appropriate period to file a return action.

(2) If the petitioner does not file the case within the given time, the court will lift the payment prohibition against the addressee.

3 – Not knowing who got the policy

3.1. Obligations of the petitioner

ARTICLE 759-(1) If the person holding the policy is unknown, it may be requested to cancel the policy.

(2) The person requesting annulment is obliged to provide the court with evidence convincingly showing that he was lost while the policy was in hand, and to present a copy of the bill or to provide information about the main content of the bill.

3.2. Warning

a) Content

ARTICLE 760-(1) If the court finds credible the explanations given by the petitioner about the loss while the policy is in his possession, it will invite the person who has the policy to bring the policy within a certain period of time, with an announcement to be made, and warn that it will decide to cancel the policy otherwise.

b) Durations

ARTICLE 761-(1) The period of bringing the policy is at least three months and at most one year.

(2) If the statute of limitations occurs before the expiration of three months, the court is not bound by the three-month period.

(3) The period runs from the first announcement day for policies that are due, and from the due date for policies that are not due.

c) Announcement

ARTICLE 762-(1) Announcement regarding the issuance of the policy is made three times in the newspaper written in Article 35.

(2) In special cases, the court may apply to other announcement measures that it deems appropriate.

4 – Extradition case

ARTICLE 763-(1) If the lost policy is presented to the court, the court will give the petitioner an appropriate period to file a return action. If the petitioner does not file a lawsuit within this period, the court returns the policy to the one who has submitted it and lifts the payment prohibition against the addressee.

5 – Cancellation decision

ARTICLE 764-(1) If the lost policy is not presented to the court within the given time, it is decided to cancel it.

(2) Despite the decision to cancel the policy, the petitioner may claim the right of claim arising from the policy against the acceptor.

6 – Collateral

ARTICLE 765-(1) Before deciding on cancellation, the court may impose an obligation on the acceptor to deposit the policy price and pay it in return for sufficient security.

(2) The guarantee constitutes a compensation for the loss that may be incurred by the person who acquires the policy in good faith. If the deed is canceled or the rights arising from the deed are lost for any other reason, the security is taken back.

EIGHTH SECTION – Conflict of Laws

a) Driver's license

ARTICLE 766-(1) The qualification required for a person to borrow under a policy is determined by the law of the state to which he is subject. If this law refers to the law of another country, that law is applied.

(2) If a person who is not competent under the law stipulated in the first paragraph has signed in a country that considers him competent in terms of law, he will be indebted as valid there.

B) Forms and durations

1 – In general

ARTICLE 767-(1) The form of borrowings made with the policy is subject to the law of the country where these borrowings are signed.

(2) Although a borrowing for a policy is not valid in form in accordance with the law of the country in which it was made, if a subsequent borrowing for the same policy is valid under the law of the country in which it was made, the invalidity of the first borrowing does not affect the validity of the next borrowing.

(3) The borrowing of a Turk by policy in a foreign country is valid against another Turk in Turkey, provided that it is in accordance with the Turkish law.

2 – Procedures regarding the use and protection of rights

MATTER 768-(1) The form of the protest and the form of other actions necessary for the exercise or protection of the rights arising from the policy, within the specified periods for the protest, are determined by the law of the country where the protest should be withdrawn or the action should be taken.

3 – Right to apply

ARTICLE 769-(1) The periods to be complied with in order to exercise the right of recourse shall be determined by the law applicable to all policy borrowers in the place where the policy is issued.

C) Provisions of borrowings

1 – In general

ARTICLE 770-(1) The consequences arising from the debts of the person accepting a policy are determined according to the law of the place of payment.

(2) The consequences arising from the debts of other debtors in the promissory note are subject to the law of the country in which these debts were signed.

2 – Partial acceptance and payment

ARTICLE 771-(1) Whether the acceptance will be allocated to a part of the price in the policy and whether the holder is obliged to accept partial payment is subject to the law at the place of payment.

3 – Payment

ARTICLE 772-(1) Payment on due date, especially the calculation of the due date and payment date, the payment of policies whose prices are shown in foreign currency, are determined according to the law of the country in which the policy is to be paid.

4 – Rights arising from unjust enrichment

MATTER 773- (1) Claims arising from unjust enrichment against the addressee, the third person who will pay the local policy, and the person or commercial enterprise for which the issuer has drawn the policy, shall be determined according to the law of the country where these persons domiciled.

5 – The response is pregnant

ARTICLE 774-(1) The law of the place where the deed is issued determines whether a policyholder will acquire the receivable that caused the issuance of the deed.

6 – Cancellation decision

ARTICLE 775-(1) The measures to be taken in case of loss or theft of the policy shall be determined by the law in the place of payment.

SECTION TWO – Bills or Promissory Notes
A) Elements

ARTICLE 776-(1) Promissory note or promissory note;

a) The word “bono” or “deed written to order” in the text of the promissory note, and if the promissory note is written in a language other than Turkish, the word used in that language as the equivalent of a promissory note or promissory note,

b) An unconditional and unconditional promise to pay a certain price,

c) Maturity,

d) Place of payment,

e) To whom or to whose order it will be paid, his name,

f) The date and place of issue,

g) Contains the signature of the organizer.

B) Absence of elements

MATTER 777-(1) A promissory note that does not contain one of the elements specified in Article 776, without prejudice to the situations written in the second to fourth paragraphs, is not considered a bond.

(2) A bond whose maturity has not been shown is considered a bond that must be paid when seen.

(3) If there is no clarity, the place where the bill is issued is considered the place of payment as well as the place of residence of the issuer.

(4) A bill whose place of issue is not shown is deemed to have been issued in the place written next to the issuer's name.

C) Provisions to be applied

ARTICLE 778-(1) Unless it contradicts the nature of the bill;

a) 681 to 690 regarding the turnover of the policies,

b) 703 to 707 regarding maturity,

c) 708 to 712 on payment,

d) 713 to 727 and 729 to 732 regarding the right to apply in case of non-payment,

e) 734, 738 to 742 regarding payment by intervention,

f) 746 and 747 on copies,

g) 748 on replacement,

h) 749 to 751, on statute of limitations

ı) 757 to 765 regarding cancellation,

i) 752 to 756 on holidays, calculation of periods, prohibition on attribution periods, place where the transactions regarding the policy should be made and signature,

j) 766 to 775 on the conflict of laws,

The provisions of these articles also apply to bonds.

(2) Also;

a) Articles 674 and 697 regarding the policy that must be paid in a place other than the settlement of a third person or the settlement of the addressee,

b) 675th of the interest condition,

c) Article 676 on various declarations regarding the price to be paid,

d) Article 677 on the consequences of an invalid signature,

e) Articles 678 and 679 regarding the signature of an unauthorized or over-authorized person,

f) 680 pearls regarding the open policy,

The provisions of the article also apply to bonds. 

(3) Articles 700 to 702 pertaining to avale also apply to bonds.

(4) As stipulated in the fourth paragraph of Article 701, if the bill does not show to whom the bill was given, it is deemed to have been given to the person who issued the bill.

D) The responsibility of the organizer

ARTICLE 779-(1) The issuer of a bond is liable just as the acceptor of a bill of exchange.

(2) Bills that have to be paid after a certain period of time must be submitted to the issuer within the periods specified in Article 693.

(3) The issuer verifies that the bill has been presented to him by pointing and signing the presentation day on the bill. The period starts to run from the date of submission registration. Organizer; If he refrains from confirming that the bond has been presented to him by pointing to his day, this is determined by a protest. In this case, the time starts to run from the day of the protest.

CHAPTER THREE - Check
FIRST SECTION – Issuance and Form of Checks

A) Shape

1 – Elements

ARTICLE 780-(1) Check;

a) The word "check" in the text of the promissory note and if the bill is written in a language other than Turkish, the word used as a "check" in that language,

b) Remittance for the payment of a certain amount, unconditionally and unconditionally,

c) The trade name of the payee, the "interlocutor",

d) Place of payment,

e) The date and place of issue,

f) The signature of the organizer,

g) (Ek: 15/7/2016-6728/70 md.) Serial number given by the bank,

h) (Ek: 15/7/2016-6728/70 md.) data matrix,

It contains.

(2)  (Additional clause: 15/7 / 2016-6728 / 70 art.) Check creditors can access the check they hold, the check account holder and the data regarding the issuers of this check via QR code. With QR code;

a) Name, surname or trade name of the checking account holder,

b) In case the check account holder is a merchant, the name, surname or trade name of the authorized persons registered in the trade registry,

c) The total number of banks with which the checking account holder has a checking account,

d) The number and amount of checks that have not been presented to the banks of the check account holder,

e) Number and amount of checks issued and delivered to banks,

f) Number and amount of checks paid on presentation within the last five years,

g) The date of presentation of the first check presented,

h) The date of submission of the last check submitted,

ı) The submission date of the last check paid on its presentation,

i) The number and amounts of unpaid checks that have been “bounced” in the last five years,

j) The number and amount of checks that have been “bareless” in the last five years and paid later,

k) The submission date of the last check that has been treated as "non-returned" in the last five years,

l) Whether there is a ban on opening a checking account against the checking account holder, and if so, the date of the ban decision,

m) Whether there is an injunction record for each check sheet,

n) If the checking account holder is a merchant, whether the bankruptcy decision has been made, if the bankruptcy has been decided, the date of the decision,

It is made available to third parties without seeking the consent of the checking account holder or endorser.

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(3) (Additional clause: 15/7 / 2016-6728 / 70 art.) The data matrix scanning and information sharing system that will enable access to the data specified in the second paragraph is established by the Risk Center of the Banks Association of Turkey, which was established in accordance with the additional article 5411 of the Law No. 1. The Risk Center is authorized to share the data in the system with the company with which it has exchanged information in accordance with the eleventh paragraph of the additional article 5411 of the Law No. 1. If this authority is used, the system can be set up at the company where the information is shared.

(4)  (Additional clause: 15/7 / 2016-6728 / 70 art.) The definition and contents of the MERSIS number and data matrix to be included in the check, as well as the procedures and principles regarding the implementation of this article are determined by a communiqué to be jointly issued by the Ministry of Customs and Trade and the Undersecretariat of Treasury.

II – Absence of elements

ARTICLE 781-(1) A promissory note that does not contain one of the elements listed in Article 780 shall not be considered a check, except for the cases written in the second, third and fourth paragraphs. (1)

(2) If the check is not clear, the place shown next to the trade name of the drawee is considered the place of payment. If more than one place is shown next to the trade name of the addressee, the check is paid at the first indicated place. If there is no such clear and other record, the check is paid at the place of the addressee's headquarters.

(3) A check whose place of issue is not shown is deemed to have been drawn up at the place written next to the issuer's name.

(4) (Annex: 15/7 / 2016-6728 / 71 art.) In the checks printed by a foreign bank, the serial number given by the bank specified in subparagraph (g) of the first paragraph of Article 780 and/or the absence of the data matrix specified in subparagraph (h) does not affect the validity of the bill as a check.

B) Individual elements

I – Addressee

1. Liability to be the addressee

ARTICLE 782-(1) For checks payable in Turkey, only a bank can be the drawee.

(2) A check drawn on another person is only a money order.

2. Reciprocity

ARTICLE 783-(1) In order for a check to be drawn up, the drawee must have a reserve allocated to the order of the issuer and there must be an express or implied agreement between the drawee and the issuer that the issuer will have the right to dispose of this check by issuing a check. However, if these provisions are not complied with, the validity of the bill as a check will not be affected.

(2) If the issuer has only a portion of the check available to the drawee, the drawee is obliged to pay this amount.

(3) The person who draws up a check for which the counter is partially or wholly unavailable to the drawee shall not only be liable to pay ten percent of the dishonored value of the check, but also indemnify the bearer for the loss incurred due to this.

II – Prohibition of admission

ARTICLE 784-(1) Acceptance cannot be made about the check. An acceptance record written on a check is considered unwritten.

III – In whose favor it can be drawn

ARTICLE 785-(1)Check;

a) To a specific person, with or without the “written to Emre” record,

b) To a certain person, with the condition that "the order is not written" or a similar record,

c) Orpregnant,

can be withdrawn for payment.

(2) A check drawn with the addition of the words "or bearer" in favor of a particular person or any other similar phrase is considered a bearer check.

(3) A check that has not been shown in favor of which it was drawn is considered a bearer check.

IV – Interest condition

ARTICLE 786-(1) Any interest requirement stipulated in the check is deemed not written.

V – Addressed and local check

ARTICLE 787-(1) The check may be drawn up to be paid by a third party at the addressee's place of residence or elsewhere. However, this third party must be a bank.

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SECOND SECTION – Transfer

A) Transferability

ARTICLE 788-(1) A check, which is stipulated to be paid in favor of a particular person, with or without expressly “in writing to order”, may be transferred by endorsement and passing possession.

(2) A check that is stipulated to be paid in favor of a particular person with the condition that it is not written to the order or a similar record can only be transferred by the assignment of the receivable. This transfer creates the legal consequences of the assignment of the receivable.

(3) The endorsement can also be made in favor of any of the issuers or the debtors due to the check. These persons may re-endorsement the check.

B) Turnover

I - in general

ARTICLE 789-(1) Turnover must be unconditional and unconditional. If the turnover is subject to conditions, they are considered unwritten.

(2) Partial endorsement and endorsement of the addressee are void.

(3) A bearer endorsement is considered a white endorsement.

(4) The endorsement in favor of the addressee is only a receipt; unless the addressee has more than one branch, the endorsement is written on a branch other than the addressee branch.

II – Duty of proving right ownership

ARTICLE 790- (1) The person holding a check with a turnover is deemed to be the authorized bearer, even if the final endorsement is a white endorsement, provided that his/her right is understood from several and interconnected endorsements. Drawn endorsements are considered unwritten. If a white endorsement is followed by another endorsement, the person who signed this last endorsement is deemed to have acquired the check with a white endorsement.

III – endorsement on bearer check

ARTICLE 791-(1) Even if the endorsement made on a bearer check renders the endorser responsible in accordance with the provisions regarding the right to appeal, it does not change the quality of the deed and turn it into a written check.

C) Check out of hand

ARTICLE 792- (1) If the check is found to be out of the hands of the holder for any reason, whether it is a written or transferable check, whether the bearer proves his right according to Article 790, the new holder who has received the check has only acquired the check in bad faith or if he has acquired it. If he has a serious fault, he is obliged to return that check.

D) Turnover after protest and expiration of the submission deadline

ARTICLE 793-(1) An endorsement made after the protest has been organized or a determination of the same nature or the expiry of the submission period will only have the consequences of the assignment of the receivable.

(2) It is presumed that an undated endorsement was made before a protest or determination of the same nature or the expiry of the submission period, until proven otherwise.

THIRD SECTION – Payment and Non-Payment

A) Payment

I - Availability

ARTICLE 794-(1) Payment of the amount written on the check may be partially or fully secured by bill of exchange.

(2) This guarantee may also be given by a third party, excluding the addressee, or by a person who has signed the check.

II – Due date

ARTICLE 795-(1) Payable when the check is seen. Any record contrary to this is deemed unwritten.

(2) A check presented for payment before the day indicated as the issuance day is payable on the day of presentation.

III – Presentation for payment

1. In general

ARTICLE 796-(1) Ten days if a check is payable at the place of issue; If it is to be paid in a place other than where it is issued, it must be submitted to the addressee within one month.

(2) A check issued in a country other than the one to be paid must be presented to the drawee within one month if the place of issue and the place of payment are in the same continent, and within three months if they are in separate continents. In this regard, checks drawn up in a European country and payable in a country with a coast to the Mediterranean, as well as checks drawn up in a country with a Mediterranean coast and paid in a European country, are deemed to be drawn up and paid in the same continent.

(3) The periods written in the first and second paragraphs start the day after the issuance date written on the check.

2. Calendar difference

ARTICLE 797-(1) If the check is drawn between two places with different calendars; issuance day is converted to the corresponding day of the calendar at the place of payment.

3. Clearinghouse

ARTICLE 798-(1) Presentation of the check to a clearinghouse serves as presentation for payment.

IV – Withdrawal from check

1. In general

ARTICLE 799-(1) Withdrawal from the check becomes effective only after the submission period has passed.

(2) If the check has not been withdrawn, the drawee may still pay the check after the presentation period has elapsed.

2. Special circumstances

ARTICLE 800- (1) After the check is put into circulation, the death of the issuer, his loss of ability to exercise his civil rights or bankruptcy shall not affect the validity of the check.

V – Examining the turnovers

ARTICLE 801-(1) Although the addressee who will pay a check with a turnover is obliged to examine whether there is a regular succession between endorsements, he is not obliged to investigate the validity of the endorsers' signatures.

VI – Check payable in foreign currency

ARTICLE 802-(1) If the check is required to be paid in a currency that is not current at the place of payment, its value may be paid in the currency of that country, according to the value of the check on the date of presentation. If it is not paid despite the presentation, the bearer may request that the check amount be paid in the country currency according to the current value on the payment days, if he/she wishes.

(2) The value of foreign currency is determined according to the commercial practices of the place of payment. However, the issuer may require that the amount payable be calculated according to a certain exchange rate written on the check.

(3) If the organizer has stipulated that the payment be made in a certain currency (payment in kind), the provisions of the first and second paragraphs are not applicable.

(4) The money at the place of payment is deemed to be meant if the check value is shown in currency of the same name in the countries of issue and payment, but with different values.

VII – Striped check

1. Form and terms

ARTICLE 803- (1) The issuer or holder of a check may draw it to produce the results shown in Article 804.

(2) The drawing of the check is done by drawing two parallel lines on the front of the check. The check can be drawn in general or privately.

(3) If no phrase is placed between the two lines or the word "bank" or a similar phrase is placed, the check is generally drawn.

(4) If the trade name of a certain bank is written between the two lines, it means that the check is specially drawn.

(5) Public line can be converted to private line; private line cannot be converted to public line.

(6) Deletion of the lines or the trade name of the mentioned bank shall be deemed null and void.

2. Provisions

ARTICLE 804-(1) A check drawn in general can only be paid by the drawee to a bank or a customer of the drawee.

(2) A specially drawn check can only be paid by the drawee to the bank whose trade name is shown, or to its customer if this bank is the addressee. The bank whose trade name is shown may leave the collection of the fee to another bank.

(3) A bank may acquire a lined check only from its customers or from another bank. Likewise, it cannot collect it from the aforementioned persons on behalf of others.

(4) If the check has been drawn more than once, it is essential that the check has not been drawn more than twice in order for the drawee to pay the check, and one of the lines must be drawn for the check to be collected by a clearing house.

(5) The addressee or bank that violates the first to fourth paragraphs shall be liable for the resulting damage, provided that it does not exceed the check value.

VIII – Check issued for account

1. In general

ARTICLE 805-(1) The issuer or the bearer of a check may prevent the check from being paid in cash by writing the phrase “to be accounted for” or a similar phrase on the front of the check. In this case, the check can only be paid by the addressee by crediting the account, clearing and transferring the account. These records serve as payment.

(2) It is invalid to draw the record “to be taken into account”.

(3) The addressee, who violates the first and second paragraphs, is liable for the damage, not exceeding the cost of the check.

2. Rights of the bearer

a) In case of bankruptcy

ARTICLE 806-(1) The holder of a check drawn up to be put into account may request payment of the check value in cash from the addressee, or may also use the right to apply in case of non-payment, if the drawee has gone bankrupt or has suspended their payments even if it has not been proven with a verdict, or if any enforcement proceedings against them are fruitless.

b) In case of not being taken into account

ARTICLE 807- (1) the holder of a check drawn up for account; If he proves that the drawee avoided counting the check as an unconditional credit or that the clearinghouse at the place of payment has declared that this check is not capable of being set off against the debts of the bearer, he may exercise his right to apply.

B) Non-Payment

I – The rights of the holder to apply

ARTICLE 808-(1) If the check presented on time is not paid and it is not paid;

a) With an official document, "protest",

b) With a dated statement written on the check by the drawee, including the date of presentation,

c) With a dated statement by a clearing house that the check was delivered on time but was not paid,

bearer if found fixed; endorsers may exercise their right of recourse against the issuer and other check borrowers.

II – Protest

ARTICLE 809-(1) The protest or equivalent determination must be made before the expiry of the submission period.

(2) If the presentation is made on the last day of the period, the protest or equivalent determination may also be made on the following business day.

III – Scope of the right to apply

ARTICLE 810-(1) Bearer, by application;

a) The unpaid amount of the check,

b) Interest on this amount from the date of presentation,

c) Expenses and other expenses of the protest or equivalent determination and notifications sent; and

d) It may request a commission fee not exceeding three thousandths of the check value.

IV – Force majeure

ARTICLE 811-(1) If the submission of the check or the protest or the making of an equivalent determination within the legally determined periods could not be realized due to an insurmountable obstacle such as the legislation of a state or any force majeure, the specified periods for these transactions shall be extended.

(2) The bearer is obliged to notify the force majeure without delay to his endorser, to record this notice on a check or alonja, and to sign it by writing the place and date below it. The provisions of Article 723 are also applied here.

(3) After the force majeure disappears, the bearer must present the check for payment without delay and have a protest or an equivalent determination made when necessary.

(4) If the force majeure continues for more than fifteen days from the day the bearer notifies the debtor who preceded it, provided that it is before the expiry of the presentation period, the right to apply can be exercised without the need for the submission of the check, the withdrawal of the protest or an equivalent determination.

(5) The facts relating only to the bearer or the person assigned to present the check, to protest or to make a determination of the same nature are not considered force majeure.

FOURTH SECTION – Miscellaneous Provisions

A) Forged or falsified check

ARTICLE 812- (1) The loss arising from the payment of a forged or falsified check shall be borne by the drawee; unless it is possible to blame the person who is shown as the issuer of the bill, such as not keeping the checkbook given to him well.

B) Issuing the check in more than one copy

ARTICLE 813-(1) Except for bearer checks; Every check drawn up in one country and payable in another country or an overseas part of the same country, and on the contrary, drawn up in an overseas part of a country and payable in that country, or drawn up and payable in the same overseas part or various parts of the same country, is the same may be arranged in several copies. These copies are shown with the sequence numbers that occur in the text of the promissory note. Otherwise, each copy will be counted as a separate check.

C) Timeout

ARTICLE 814-(1) The holder's right of recourse against the endorser, the issuer and other check debtors becomes time-barred three years after the expiry of the submission period.

(2) The right of recourse by one of the check debtors against the other shall be time-barred three years from the date on which the check debtor pays the check or the check is brought forward through a lawsuit.

D) Definition of the bank

ARTICLE 815– (1) The purpose of “bank” in this Section is institutions subject to the Banking Law. However, for checks whose place of payment is outside of Turkey, which institutions are to be understood by the term "bank" are determined according to the law of the place of payment.

E) Durations

I – Holidays

ARTICLE 816-(1) Presentation and protest of a check can only be made in one working day.

(2) If the last day of the legal period for the transactions related to the check, and in particular the presentation and protest or determination of its equivalent, coincides with a Sunday or another holiday, this period extends to cover the first business day following it. Holidays in between are included in the time calculation.

II – Calculation of periods

ARTICLE 817-(1) When calculating the periods shown in this Part of the Law, the day they start is not counted.

F) Provisions to be applied

ARTICLE 818-(1) The following provisions of the policy also apply to the check:

a) Article 673 on the policies issued by the issuer at his own behest, on himself and on behalf of a third party.

b) Article 676 regarding the differences between the prices shown in the policy.

c) Articles 677 to 680 pertaining to the signature of persons incapable of borrowing, unauthorized signature, responsibility of the issuer and open policy.

d) Articles 683 to 685 on turnover.

e) Article 687 regarding the statements of the policy.

f) Article 688 on the rights arising from the endorsement made by proxy.

g) Articles 701 and 702 on the form and provisions of the sale.

h) Article 709 on the right to request a receipt and partial payment.

i) Articles 715 to 717 and 719 to 721 of the protest.

i) Article 722 on the “No Protest” registration.

j) Article 723 on notification.

k) Article 724 on the joint liability of policy debtors.

l) Articles 726 and 727 on the right to apply if the policy is paid, and the right to request that the policy, protest and receipt be given to him.

m) Article 732 on the rights arising from unjust enrichment.

n) Article 733 on the transfer of policy provisions.

o) Article 744 regarding the relationship between policy copies.

ö) Article 748 on amendments.

p) Articles 750 and 751 regarding the termination of the statute of limitations.

r) Articles 754 to 756 regarding the attribution periods cannot be accepted, the place where the policy-related transactions should be made and the manual signature.

s) Articles 757 to 763 on cancellation and the first paragraph of Article 764.

ş) Articles 766, 768 and 769 on legal conflicts regarding the protection of rights regarding license, policies and bonds and the necessary procedures for exercising the right to apply.

(2) In the application of the first and third paragraphs of article 722, the first paragraph of article 723 and the provisions of article 727 to checks, it is also valid to make a determination in accordance with subparagraphs (b) and (c) of the first paragraph of article 808 at the place of protest.

FIFTH DISCRIMINATION – Conflict of Laws

A) Liability to be the addressee

ARTICLE 819-(1) The law of the country to which the check is to be paid determines who can draw up a check. According to this law, if the check is deemed invalid for the person of the drawee, debts arising from the signatures on the check are valid in countries where the law does not provide for such a reason to be invalid.

B) Forms and durations

ARTICLE 820-(1) The form of the debts of the check is determined according to the law of the country where these debts are signed. However, it is sufficient to comply with the form prescribed by the law of the place of payment.

(2) The second and third paragraphs of Article 767 are also applied.

C) Provisions of borrowings

I – Place of issuance law

ARTICLE 821-(1) The results of the borrowings arising from the check are determined according to the law of the country where these borrowings are made.

II – Payment place law

ARTICLE 822-(1) The following matters are determined by the law of the country where the check will be paid:

a) Whether the check must be paid on sight or whether it can be issued on the condition that it is paid after a certain period of time, and what kind of consequences would be had if the check was written a day after the actual issuance day.

b) The submission period.

c) Pull; whether it will be accepted, confirmed, approved or visaed, and what consequences will these records entail.

d) Whether the holder is willing to pay in part and whether he is obliged to accept such a payment.

e) Whether the check can be drawn or whether it will contain the entry "to be accounted for" or an expression equal to it, and what consequences this line or this entry or an equivalent phrase will have.

f) Whether the holder has special rights over the check and what is the nature of these rights.

g) Whether the issuer can withdraw the check or object to the payment of the check.

h) Measures to be taken in case the check is lost or stolen.

i) Whether a protest or equivalent determination is necessary to protect the rights of recourse against endorsers, issuers and other check borrowers.

III – Domicile law

ARTICLE 823-(1) Claims arising from unjust enrichment against the addressee and the third person who will pay the settlement local cheque shall be determined according to the law of the country where these persons domiciled.

PART FIVE – Bills Similar to Bills of Exchange and Other Ordered Bills
A) Promissory note

I – Definition

ARTICLE 824-(1) Negotiable instruments written to the order or considered as such by law are among the promissory notes.

II – Defendants of the debtor

ARTICLE 825-(1) The debtor can claim defenses against the debt arising from a promissory note, which he has personally, against the creditor, only with defenses regarding the invalidity of the deed or as understood from the text of the promissory note.

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(2) It is permissible to assert defenses based on direct relations between the debtor and one of the previous holders or the person who issued the note, only if the holder knowingly acted to the detriment of the debtor while acquiring the note.

B) Bills similar to bills of exchange

I – Remittances written to Emre

1. In general

ARTICLE 826-(1) Although not shown as a policy in the text of the promissory note, remittances that are clearly arranged in a written order and that contain the elements sought in the policy in other matters are in the form of a policy.

2. No obligation to accept

ARTICLE 827-(1) Remittance written to the order cannot be submitted for acceptance.

(2) However, if it is submitted and acceptance is avoided, the holder has no right to apply for this reason.

3. Provisions of acceptance

ARTICLE 828-(1) The voluntary acceptance of a transfer written to the order by the transferee is the acceptance of the policy. However, the holder cannot exercise his right to apply before the due date if the transferee is bankrupt or has suspended his payments or the proceedings against him have been fruitless, even if it has not been proven by a judgment.

(2) Likewise, in case of bankruptcy of the transferor, the holder cannot use his right to apply before the maturity date.

4. Provisions not applicable in execution

ARTICLE 829-(1) Provisions of the Enforcement and Bankruptcy Law regarding the follow-up of checks, policies and promissory notes cannot be applied to promissory remittance.

II – Promises of payment written to order

ARTICLE 830– (1) Payment promises, which are not shown as bills in the text of the promissory note, but are clearly arranged in writing and include other elements sought in the bill, are like bills. However, the provisions regarding payment by intervening do not apply to the payment promises made in writing.

(2) Provisions of the Enforcement and Bankruptcy Law regarding the follow-up of checks, bills of exchange and promissory notes do not apply to payment promises made in writing.

C) Other promissory notes

ARTICLE 831- (1) The bills in which the signatory is obliged to make certain cash payments in terms of place, time and amount and to deliver a certain amount of doubles may be transferred by endorsement if they are expressly written to the order.

(2) Regarding these promissory notes and bills of lading, warrants and bills of lading which can be endorsed, the provisions regarding policies are valid in terms of the form of endorsement, the holder's right of ownership and the obligation of the holder to return it. Regarding cancellation, the provisions regarding the policies are applied to the promissory notes other than warrants and receipts.

(3) Provisions regarding the application in bills of exchange are not applicable to bills written in the first paragraph, unless there is an explicit provision in the law.

SECTION SIX – Receipt and Warrant
A) Public stores

I - in general

ARTICLE 832-(1) Stores established in order to accept free or non-customed goods and grains in return for issuing receipts and warrants in accordance with the custody agreement and to give the depositors the opportunity to sell or pledge the goods and grains deposited with these promissory notes are called "public stores". Public stores transactions are subject to the provisions of this Section.

(2) Public stores are established with the permission of the Ministry of Customs and Trade.

(3) The establishment procedures and principles of the public stores, the types of goods and grains to be accepted into them, the conditions required for the public stores to be deemed authorized to accept the goods that have not yet been customs cleared, and the customs inspection special law.

II – Exceptions

ARTICLE 833-(1) The provisions of public stores shall not be valid for other institutions and places opened to accept only goods and grains with a storage contract, without issuing the documents written in Article 832. In this regard, the provisions of the Turkish Code of Obligations on custody contracts are applied.

(2) Promissory notes given in exchange for deposited things but not complying with the form requirements of the law, and bills issued by institutions that comply with these form requirements but have not received permission, are not negotiable papers, but have the force of receipts or proofs of proof.

B) Receipt and warrant

I - Figure

1. Receipt

ARTICLE 834-(1) The receipt issued in return for the goods and grains delivered to the public stores must contain the following records:

a) Name, occupation, place of residence of the depositor.

b) Trade name and center of the public store where the deposit is made.

c) Matters that need to be explained in order to know the type and quantity, quality and value of the deposited goods.

d) Whether the duties, fees and taxes to which the deposited goods are subject are paid and insured.

e) Fees, expenses paid or payable.

f) A statement indicating whose name or order the bill will be drawn up.

g) Signature of the general store owner.

2. Warrant

ARTICLE 835-(1) The warrant must also contain the same records written in Article 834 and must be attached to the receipt.

3. Notebook

ARTICLE 836-(1) The document consisting of the receipt and warrant must be taken from a counter-deposit book and the book must be kept among the documents belonging to the general store.

4. Partial deed

ARTICLE 837- (1) The bearer of the receipt and warrant may, at his own expense, request that the previously deposited goods be divided into parts and that a separate promissory note be issued for each part. In this case, the old bill is returned and canceled.

II – Turnover

1. In general

ARTICLE 838-(1) Even if the warrant with the receipt is not written to the order, it can be transferred separately or together by delivery and endorsement. The turnover also carries the date of the day it was made.

(2) Warrant and receipt can be transferred together with a white endorsement. Such endorsement transfers the rights of the endorser to the pregnant, if both promissory notes are delivered.

2. Provisions

ARTICLE 839-(1) Provided that the deed is delivered, the endorsement creates the following provisions:

a) The joint endorsement of the receipt and warrant transfers the ownership of the deposited goods.

b) Only the endorsement of the warrant gives the person to whom the warrant is transferred the right of pledge on the deposited goods.

c) Only the endorsement of the receipt transfers the ownership of the deposited goods, without prejudice to the rights of the warrantee.

3. Turnover of the warrant

ARTICLE 840-(1) The initial endorsement of the warrant includes the interest rate and maturity, whichever debt was made to be secured.

(2) The records written in the endorsement of the warrant are written on the receipt and signed by the person to whom the warrant has been endorsed.

C) savings on goods

I – Actions that cannot be performed

ARTICLE 841-(1) Except for the disputes arising from the loss of the warrant and the receipt, inheritance or bankruptcy, liens, seizures or pledges cannot be made on the things deposited in the public stores.

II – Recovery of goods

1. In general

ARTICLE 842- (1) The holder of a receipt issued by a warrant may withdraw the goods before the due date by depositing the principal of the debt secured by the warrant and the interest up to the maturity date in the public store.

(2) The deposited money is paid to the bearer in return for the return of the warrant.

2. Partial rollback

ARTICLE 843-(1) If the bearer of the voucher separated from the warrant wishes to withdraw a portion of the same goods deposited in the general store, under the responsibility of the store, he must deposit an amount of money proportional to both the part to be drawn and the debt secured by the warrant to the public store.

III – Right to sell

1. Terms

ARTICLE 844-(1) The unpaid warrant holder, like the policyholder, may sell the goods deposited pursuant to the pledge provisions ten days after protesting.

(2) The conditions written in Article 841 do not prevent sales.

2. Sales price

ARTICLE 845-(1) Expenses incurred by the general store for goods deposited with customs duties and other duties, duties and taxes, and the store's fee are paid primarily from the sales price.

(2) After the money written in the first paragraph and the secured debt are paid, the balance is given to the store owner to be paid to the receipt holder.

3. Right to apply

ARTICLE 846- (1) A warrant holder has the right to apply for the goods of the debtor or endorsers only if the goods he has sold are not sufficient for his receivables.

(2) Even if the warrant holder, who has not protested or has not attempted to sell the goods deposited within the legal period, loses all his rights against his endorsers, his right to appeal against the debtor remains valid.

4. Insurance

ARTICLE 847-(1) The holder of the warrant collects his receivable from the insurance amount in case of loss or damage of the insured property.

D) Timeout

ARTICLE 848-(1) Claims arising from receipts and warrants are subject to the statute of limitations on policies. The beginning of the statute of limitations for applying against endorsers is the day of sale of the goods.

E) Loss of bills

ARTICLE 849- (1) The bearer, who lost the receipt or warrant, may obtain a second copy, after the announcement of the situation in the newspapers of that place indicated in the decision and the expiration of the period to be given for objection, upon the permission of the court in the place where the store is located, by proving that he is the owner of these notes and by giving a guarantee. If the lost warrant has expired, the court may likewise allow the debt to be paid at the request of the holder. If the permit is related to the store and the warrant, it is notified to both the store and the first debtor. The creditor must also show a place of residence where the store is located. The store owner and the borrower can appeal the permission decision. Upon the objection, the court renders its decision immediately. If the judgment is in favor of the creditor, it cannot be decided to postpone the execution. However, upon the request of the relevant parties, the enforcement court may decide to keep the money to be obtained from the sale of the deposited goods in the enforcement cashier until the judgment becomes final.

BOOK FOUR – Transport Works
PART ONE – General Provisions
A) Carrier

ARTICLE 850-(1) The carrier is the person who undertakes the transportation of goods or passengers or both together with the carriage contract. Goods include all kinds of cargo.

(2) The carrier, with the contract of carriage, takes the goods to the destination and delivers them to the consignee or delivers the passenger to the destination; On the other hand, the sender in goods transport and the passenger in passenger transport owe the carrier to pay the transportation fee.

(3) Transportation works are commercial business activities.

B) The scope of application of the provisions

ARTICLE 851- (1) The provisions of this Book shall apply to the person who undertakes the transport of goods and passengers incidentally, to the extent that they are appropriate.

C) Reserved provisions

I- Rule

ARTICLE 852-(1) Special provisions regarding sea, rail and air transport and postal administration are reserved.

II- Special provisions do not affect liability

ARTICLE 853-(1) The carrier and the freight forwarder cannot request the reduction or removal of the responsibility imposed on them by the Law, even if they have the transportation business performed by an organization that is subject to the special provisions stipulated in Article 852. The provisions of Chapter Four regarding carriage by different types of vehicles are reserved.

D) Invalidity of provisions regarding the removal or mitigation of liability

ARTICLE 854-(1) All contractual provisions that result in the prior mitigation or removal of the responsibilities imposed by the law on the carrier, the freight forwarder and the transportation operators whose activities are subject to State permission are void. The provision is the same if these provisions are stipulated in the operating regulations, general transaction conditions, tickets, tariffs or other similar documents.

E) Timeout

ARTICLE 855- (1) In the transports subject to the provisions of this Book, in case the passenger dies as a result of an accident or suffers a damage that damages his bodily integrity, the right to claim is within ten years; for other damages, it becomes time-barred in one year.

(2) This period is the delivery of the goods to the consignee in the transportation of goods; in passenger transport, it starts from the date of arrival of the passenger at the destination. If the goods are completely lost or the passenger could not reach his destination, the statute of limitations begins to run from the date the goods are delivered and the passenger should arrive.

(3) The statute of limitations regarding the recourse rights, provided that the recourse creditor has notified the recourse debtor about the damage within three months from the date on which he learned about the damage and the recourse debtor; The recourse begins to run from the day the court decision against the creditor becomes final, and in cases where there is no finalized court decision, from the date of the performance of the debt by the recourse creditor.

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(4) The sender or the consignee can always assert their rights against the carrier in defense, provided that they have requested within one year in accordance with the third paragraph of Article 18.

(5) Due to an act or omission of the carrier, which was committed intentionally or recklessly and with the awareness of the possibility of such damage;

a) If the goods are lost, damaged or delivered late,

b) If the passenger arrived late,

The liability of the carrier is time-barred in three years.

(6) The statute of limitations provisions of the Highway Traffic Law No. 13 dated 10/1983/2918 are reserved.

PART TWO - Transport of Goods
A) Implementation of the contract of carriage

I – Consignment note

ARTICLE 856-(1) The transport bill is issued upon the request of one of the parties. The bill is prepared in three original copies and signed by the sender. The sender may also require the carrier to sign the consignment note. The signature on the copies of the handwritten transport notes may be in the form of a stamp or seal, or in print. One copy belongs to the sender, the other accompanies the goods, and the third remains with the carrier.

(2) Even if the carriage bill has not been drawn up, a carriage contract is concluded with the mutual and appropriate wills of the parties. Delivery of the goods to the carrier is presumed to exist in the contract of carriage.

II – Contents of the bill of lading

ARTICLE 857-(1) The transport bill contains the following records:

a) Place and date of issue.

b) Name, surname or trade name and address of the sender.

c) Name, surname or trade name and address of the carrier.

d) The place and day the goods will be received and the place where they will be delivered.

e) The name, surname or trade name and address of the sender.

f) Notification address when necessary.

g) The usual mark of the type of the goods and the type of packaging, and the marks envisaged in the relevant legislation for dangerous goods and generally recognized in other cases.

h) Number, markings and numbers of packages to be transported.

i) Unclear weight or otherwise declared quantity of the goods.

j) The period during which the transport will be made.

k) The agreed transportation fee and the expenses to be incurred until delivery, and the relevant record in case the transportation fee is to be paid by someone other than the sender.

l) Record of payment on delivery and amount to be paid in pay-on-delivery transports.

m) Instructions regarding the customs and other official transactions of the goods.

n) The contract, if any, that the carriage can be carried out in an open or uncovered vehicle or on the deck.

(2) Other records deemed appropriate by the parties may also be included in the bill of lading.

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III – Proof of proof of transport document

ARTICLE 858-(1) The transport document signed by both parties constitutes proof that the contract of carriage was made, its content and the receipt of the goods by the carrier.

(2) The transport bill signed by the two parties is the presumption that the goods and their packaging are in good external appearance at the time the goods are received by the carrier, and that the number, markings and numbers of the packages carried comply with the records in the transport document; unless the carrier has made a reservation on the bill of exchange for a justified reason. The reservation may also be based on the reason that the carrier does not have the appropriate means to verify the accuracy of the records.

(3) If the unclear weight of the goods or the amount declared in any other way or the contents of the packages to be transported are inspected by the carrier and the result of the inspection is written on the transport document signed by both parties, this letter presumes that the weight, quantity and content are in accordance with the records in the transport note. .

(4) The carrier is obliged to inspect the weight, quantity or content of the goods, if the sender has requested and has appropriate means. In this case, the carrier requests the expenses related to the inspection.

IV – Bill of Cargo

ARTICLE 859-(1) If a bill of lading has not been issued, the carrier has to sign a bill of lading containing sufficient information about the goods and the carriage and give it to the sender upon the request of the sender.

V – Accompanying documents

ARTICLE 860- (1) Before the delivery of the goods, the sender is obliged to provide the carrier with official information, especially necessary for customs procedures, and leave the said documents at the disposal of the carrier.

(2) The carrier is liable for loss, damage or misuse of documents given to it; unless the loss, damage or misuse has been caused by circumstances which the carrier cannot avoid and avoid the consequences of. However, the liability of the carrier is limited to the amount payable in case of loss of the goods.

VI – Dangerous goods

ARTICLE 861-(1) If dangerous goods are to be transported, the sender is obliged to notify the carrier in a timely manner, in clear, understandable and written form, about the type of danger and, if necessary, the precautions to be taken.

(2) If the carrier does not know the type of danger while receiving the goods, or if no notification has been given to him, he shall discharge, store, transport or, if necessary, destroy the dangerous goods and render them harmless, without any indemnity obligation against the sender, and to cover the necessary expenses due to these measures, from the sender. may request.

VII – Packaging and marking

ARTICLE 862-(1) If the nature of the goods requires packaging, taking into account the agreed transport, the consignor must package the goods in a way that will protect them from loss and damage and not harm the carrier. In addition, the sender is obliged to put these marks if the goods need to be marked so that they can be processed in accordance with the provisions of the contract.

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VIII – Loading and unloading

ARTICLE 863-(1) Unless otherwise understood from the contract, the necessity of the situation or commercial practice; The sender is obliged to load and unload the goods in the same way by putting them in the vehicle, stacking them, tying them, fixing them in accordance with the transportation safety. The carrier is also obliged to ensure that the loading complies with the operational safety.

(2) Regarding loading and unloading, for a reasonable period of time to be determined according to the requirements of the situation, no additional fees may be charged, unless otherwise agreed.

(3) If the carrier waits longer than the reasonable loading or unloading time based on the terms of the contract or for reasons not arising from its own risk area, it is entitled to an appropriate fee as a waiting fee.

IX – Strict liability of the sender in special cases

ARTICLE 864-(1) Even if the sender is not at fault;

a) Inadequate packaging and marking,

b) Inaccuracies, inaccuracies and deficiencies in the information written on the shipping bill,

c) Failure to notify about this nature of the dangerous goods,

d) Deficiencies in the documents and information specified in the first paragraph of Article 860, inaccuracies, and the absence of documents and information,

The carrier is liable to compensate for the losses and expenses incurred by the carrier.

(2)However, the amount of compensation for which the sender is liable in these circumstances is limited to 8,33 Special Drawing Rights per kilogram of the unnet weight of the shipment. In this case, the fourth paragraph of Article 882 and Articles 885 to 887 are applied by analogy.

(3) If the carrier's actions have also had an impact on the damage or expense, the extent to which these actions are effective is also taken into account in determining the scope of the compensation obligation and the compensation to be paid.

(4) If the sender is the consumer, he is liable to the carrier for compensation for his losses and expenses only in case of his fault and in accordance with the provisions of the first and second paragraphs.

(5) The consumer is a natural or legal person who concludes the contract for a purpose not related to his commercial or professional activity.

X – Termination by sender

ARTICLE 865-(1) The sender may terminate the contract of carriage at any time.

(2) If the sender terminates the contract, the carrier;

a) The amount remaining by deducting the agreed transportation fee and the waiting fee and the expenses required to be compensated, the expenses saved as a result of the termination of the contract or the benefits that it has otherwise obtained or neglected to obtain in bad faith, or

b) One third of the agreed transportation fee,

may request. If the termination of the contract of carriage is caused by a reason that falls within the risk area of ​​the carrier, no claim can be made pursuant to subparagraph (b) of this paragraph, and if the sender does not have an interest in the performance of the contract, the carrier's right to claim arising from subparagraph (a) of this paragraph is also lost.

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(3) If the goods are loaded before the termination of the contract, the carrier may take measures in accordance with the second to fourth sentences of the third paragraph of Article 869, at the expense of the sender. The carrier may allow the unloading of the goods as long as the unloading does not cause any inconvenience to its operation and the senders and recipients of other shipments are not harmed by this. If the termination is due to a reason that falls within the risk area of ​​the carrier, unlike the first and second sentences, the carrier must immediately unload the loaded goods at his own expense.

XI – Right to request partial carriage

ARTICLE 866- (1) The carrier has to depart at the request of the sender, even if not all of the goods to be transported are loaded. In this case, the carrier;

a) The entire transportation fee agreed in the contract,

b) The born waiting fee,

c) Expenses and losses incurred due to incomplete loading,

d) If his receivables are partially or completely unsecured due to incomplete loading, additional collateral is given to him,

may request. However, if the goods that are not partially loaded have been transported pursuant to another contract, the transportation fee to be charged for this goods shall be deducted from the fee to be charged in accordance with subparagraph (a).

(2) If the incomplete loading is caused by the reasons that fall into the risk area of ​​the carrier, the carrier has the claim rights specified in the first paragraph at the rate of the actually transported load.

XII - Rights of the carrier in case of non-compliance with the loading time

ARTICLE 867-(1) If the consignor does not load the goods in due time or does not make the goods available in cases where he is not obliged to load, the carrier shall give a reasonable time warning to the sender that the goods be loaded or made available.

(2) If the goods are not loaded or made available within the time given in accordance with the provisions of the first paragraph, the carrier may terminate the contract and exercise its rights according to the second paragraph of Article 865.

(3) If the agreed loading is partially completed or the goods are partially available within the time given according to the provision of the first paragraph, the carrier may set off with the underloaded goods and use the right of claim in accordance with subparagraphs (a) to (d) of the first paragraph of Article 866.

(4) If the failure to comply with the loading time is due to a reason that falls within the risk area of ​​the carrier, the carrier has no right to claim.

XIII – Orders, instructions and savings

ARTICLE 868-(1) The sender may give orders and instructions to the carrier to carry out the transport, or he may act in the form of stopping the transport, returning the goods, taking them to another destination or delivery place, or delivering them to another consignee. If such orders, instructions and dispositions of the sender are inconvenient for the carrier's business or entail a threat of damage to the shipments of other senders and recipients, the carrier is not obliged to fulfill them. The carrier may request the necessary expenses and an appropriate fee for the fulfillment of the orders and instructions received from the sender and his savings. The carrier may make the execution of orders, instructions and dispositions conditional upon payment of an advance.

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(2) With the arrival of the goods at the place of delivery, the sender's authority to give orders and instructions and his right to act ends. From this moment on, such authority and rights belong to the sender. The provisions of the second to fourth sentences of the first paragraph are also valid here.

(3) If the consignee has requested the delivery of the goods to a third party by using his right of disposal, this person cannot determine another consignee.

(4) If the transport note is issued and signed by both parties, the sender may exercise his right of disposal only by presenting his own copy, provided that it is stipulated in the transport note.

(5) If the carrier is unable to fulfill the orders and instructions given to it and the disposals of the sender, it must notify the sender.

(6) The use of the right of saving is conditional on the presentation of the transport bill and the carrier is liable to the right holders for the damages that may arise from this if the transport document has been carried out without the presentation of any instruction. Provisions limiting the liability of the carrier are void.

XIV – Barriers to transport and delivery

ARTICLE 869- (1) Before the goods reach the place where they need to be delivered, if it is understood that the transportation cannot be carried out in accordance with the contract or if there are obstacles to delivery at the place where the goods will be delivered, the carrier has to take instructions from the person who has the right of disposition in accordance with Article 868. If the sender has the right of disposal and cannot be found or refrains from receiving the goods, the right of disposal is exercised by the sender in accordance with the first sentence. Even if the use of the right of savings is dependent on the presentation of the transport bill, in this case, the presentation of the transport bill is not required. In cases where it has been instructed, the carrier may claim the claim rights set forth in the third and fourth sentences of the first paragraph of Article 868, provided that the delivery obstacle is not caused by a reason that falls within the risk area of ​​the carrier.

(2) After the sender gives the order to deliver the goods to a third party based on his power of disposition pursuant to Article 868, if a transportation or delivery obstacle arises, in the application of the first paragraph, the sender and the third party take the place of the sender.

(3) According to the first sentence of the first paragraph of Article 868, if the carrier does not receive the instructions within a suitable time, it is obliged to take the measures that seem to be in the best interest of the owner of the right of disposal. The carrier may unload and store the goods, deposit them for storage in the account of the person who has the right of disposal in accordance with the provisions of paragraphs one to four of Article 868 or transport them back. If the carrier delivers the goods to a third party, he is only responsible for the care that must be taken in the selection of that person. If there is a perishable goods, if the condition of the goods justifies such a measure, or if the expenses incurred otherwise are not at a reasonable rate according to the value of the goods, the carrier may have the goods sold in accordance with the provision of Article 108 of the Turkish Code of Obligations. The carrier may destroy the goods that cannot be evaluated. After the goods are unloaded, the transport is deemed to have ended.

(4) The carrier requests compensation for the necessary expenses and an appropriate fee due to the measures taken in accordance with the third paragraph; unless the obstacle is caused by a cause that falls within its own risk area.

XV – Calculation and payment of freight

ARTICLE 870-(1) The transportation fee is paid upon delivery of the goods. Apart from the transportation fee, the carrier may also request the expenses incurred for the goods, which are necessary according to the situation and conditions.

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(2) If the carriage is terminated prematurely due to a carriage or delivery obstacle, the carrier is entitled to a carriage charge in proportion to the completed portion of the carriage. If the obstacle is caused by a reason that falls within the risk area of ​​the carrier, the carrier can only claim the completed part of the carriage to the extent that it is in the interest of the sender.

(3) If there is a delay after the start of the carriage but before reaching the place of delivery and this delay is caused by a reason that falls within the risk area of ​​the sender, the carrier may also request a suitable price in addition to the carriage fee.

(4) If the transportation fee is determined according to the number, weight or quantity of the goods shown in another measure, it is assumed that the records in the transportation or cargo bill are correct in calculating the transportation fee. This assumption also applies if reservations have been made regarding the lack of appropriate tools for checking the accuracy of records.

XVI – Consignee's rights and payment obligations

ARTICLE 871- (1) After the goods arrive at the place of delivery, the carrier may request that the goods be delivered to him in return for the fulfillment of the obligations arising from the contract of carriage. If the goods are lost, damaged or delivered late, the consignee may claim the sender's claims arising from the contract of carriage against the carrier. The sender remains entitled to assert these rights. It does not make any difference if the sender or the sender acts in their own or someone else's interest.

(2) The consignee, who claims the right of request in accordance with the first sentence of the first paragraph, is obliged to pay the transportation fee, if a part of the transportation fee has been paid, the remaining part is limited to the amount shown in the transportation bill. If the consignment note has not been issued or presented to the consignee, or if the amount due cannot be deduced from the consignment note, the consignee must pay the transport fee agreed between the consignor and the carrier, provided that it is reasonable.

(3) The consignee, who claims his right to claim in accordance with the first sentence of the first paragraph, pays the waiting fee at the unloading place and also the waiting fee at the loading place and the price to be paid in accordance with the third paragraph of Article 870, provided that it is notified to him during the delivery of the goods.

(4) The responsibility of the sender continues for the costs to be paid according to the contract.

XVII – Delivery with payment

ARTICLE 872-(1) Delivery of the goods to the consignee may be conditional upon payment of the agreed price. In this case, the payment must be made in cash or by a means of payment equivalent to cash.

(2) The cost obtained as a result of collection shall be deemed to have passed to the sender in terms of the creditors of the carrier.

(3) If the goods are delivered to the consignee without being collected, the carrier is liable for the resulting damage, even if he is not at fault to the sender, limited to the amount payable on delivery of the goods.

XVIII – Transport time

ARTICLE 873- (1) The carrier is obliged to deliver the goods within the agreed time, within a reasonable time which, if a time has not been agreed, can be afforded to an attentive carrier, taking into account the circumstances.

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XIX – Presumption of loss

ARTICLE 874-(1) If the goods are not delivered within twenty days following the transportation period, the right owner may regard it as lost. This period is thirty days for cross-border transports.

(2) If the right owner receives compensation due to the loss of the goods, he may request that he be informed immediately during the payment of this, if the goods are found later.

(3) The owner of the right may request the delivery of the goods within thirty days after receiving the news that the goods have been found, by reimbursing the compensation by deducting the expenses when necessary. The obligation to pay the transportation fee and the right to compensation are reserved.

(4) If the goods have been found after the payment of compensation, the carrier may freely dispose of the goods in cases where the right holder does not want to be informed of this or does not claim his right to deliver the goods after the news of the discovery.

B) Responsibility of the carrier

I – Liability for loss or damage and loss resulting from delay

ARTICLE 875- (1) The carrier is responsible for the loss, damage or delay in delivery of the goods during the period from the receipt of the goods for carriage to their delivery.

(2) If the damage is caused by the behavior of the sender or the consignee or a special defect of the goods, the extent to which these facts are effective is taken into account in determining the scope and scope of the compensation debt.

(3) Even if there is no damage in case of delay, the transportation fee is reduced in proportion to the delay period; unless the carrier has proven that he has shown every care.

II – Release from liability

1. In general

a) Care of the carrier

ARTICLE 876-(1) If the loss, damage and delay are caused by reasons that the carrier cannot avoid and prevent its consequences, despite the utmost care, the carrier is relieved of its liability.

b) Vehicle malfunction and fault of the lessor

ARTICLE 877-(1) The carrier cannot be exempted from liability based on the fault in the transport vehicle, the fault of the person rented the vehicle, its representatives or employees.

2. Special circumstances

ARTICLE 878- (1) The carrier is released from liability if the loss, damage or delay in delivery can be attributed to one of the following situations:

a) The use of an open-top vehicle or loading onto the deck in accordance with the contract or custom.

b) Inadequate packaging by the sender.

c) Processing, loading or unloading of the goods by the consignor or consignee.

d) the goods; its natural nature, which causes it to be easily damaged, especially by breakage, rusting, deterioration, drying, seepage, ordinary waste.

e) Insufficient labeling of the packages to be transported by the sender.

f) Live animal transportation.

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g) Cases where the provisions in the Customs Law No. 27 and dated 10/1999/4458 and other laws and regulations justify the carrier's release from liability.

(2) In cases where it is probable that any damage will be attributed to a cause stipulated in the first paragraph, according to the circumstances and conditions, it is assumed that that damage has been caused by this reason. In case of extraordinary loss or damage stipulated in subparagraph (a) of the first paragraph, this presumption shall not be valid.

(3) If the loss, damage or delay is caused by the carrier's failure to comply with the sender's special instructions regarding the carriage of the goods, the carrier cannot be relieved of its liability based on subparagraph (a) of the first paragraph.

(4) If the carrier is under the special obligation to protect the goods against heat, cold, temperature changes, humidity, vibrations or similar effects pursuant to the contract, subparagraph (d) of the first paragraph can only be selected and maintained according to the circumstances and conditions, especially the necessary equipment. and if he/she has taken all the precautions regarding its use and acted in accordance with the special instructions.

(5) The carrier can only rely on subparagraph (f) of the first paragraph if it has taken all the measures that fall under the circumstances and acted in accordance with the special instructions.

III – Fault of assistants

ARTICLE 879-(1) Carrier;

a) their own people,

b) Persons benefited for the fulfillment of the transportation,

are responsible for their acts and omissions during the performance of their duties, just as their own acts and omissions.

IV – Value to be taken as a basis for compensation

ARTICLE 880-(1) When the carrier is held liable to pay compensation for the complete or partial loss of the goods, this compensation is calculated based on the value of the goods at the time and place of receipt for carriage.

(2) In case of damage to the goods, the difference between the undamaged value and the damaged value at the time and place of receipt for transportation is compensated. It is presumed that the expenditures to be made to reduce and eliminate the damage cover the value difference to be determined according to the first sentence.

(3) The value of the goods is determined according to the market price or, if not, according to the current value of the goods of the same type and nature. If the goods are sold just before delivery for carriage, the sales price shown on the seller's invoice by deducting the transportation costs is assumed to be the market price.

V- Loss detection expenses

ARTICLE 881- (1) In case of loss or damage to the goods, the carrier is also liable to compensate the expenses that must be incurred in order to determine the damage, in addition to the compensation to be paid pursuant to Article 880.

VI – Limits of liability

ARTICLE 882-(1) In case of loss or damage of the entire consignment, the compensation to be paid pursuant to Articles 880 and 881 is limited to the amount that meets the Special Drawing Right of 8,33 for each kilogram of the unclear weight of the consignment.

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(2) The carrier's liability in case of loss or damage to individual parts of the consignment;

a) If the entire post has lost its value,

b) If a part of the shipment has lost its value, the part that has lost its value,

limited to 8,33 Special Drawing Rights for each kilogram of unspecified weight.

(3) The liability of the carrier arising from exceeding the transportation period is limited to three times the transportation fee.

(4) The Special Drawing Right is converted into Turkish Lira according to the value determined by the Central Bank of the Republic of Turkey on the date the goods are delivered to the carrier for carriage or on another date agreed by the parties.

VII – Compensation of other expenses

ARTICLE 883-(1) In cases where the carrier is responsible for loss or damage, besides paying the compensation to be paid according to Articles 880 to 882, it returns the transportation fee and covers the taxes, duties and other expenses incurred due to the transportation work. However, in case of damage, the payments to be made pursuant to the first sentence are determined in proportion to the price to be determined according to the second paragraph of Article 880. Other damages are not covered.

VIII – Maximum amount of liability for other damages

ARTICLE 884- (1) The carrier shall be limited to three times the amount of compensation to be paid in case of complete loss, for damages other than property or person damages, which are not caused by the loss, damage or exceeding the transportation period, and which are caused by the carrier's breach of a contractual obligation in the performance of the transportation work. responsible for.

IX – Non-contractual claims

ARTICLE 885- (1) The exclusions and limitations of liability set forth in this Section also apply to non-contractual claims that the consignor or consignee may bring to the carrier due to loss, damage or delay.

(2) The carrier may rely on exclusion and limitations from liability against third parties' non-contractual claims for loss or damage to the goods. However, these are;

a) If the third party has not approved the carriage and the carrier knows or should know that the consignor is not authorized to send the goods,

b) If the goods have been lost before being received for carriage without the consent of the third party or the person who acquired possession from him, it cannot be claimed.

X – Loss of the right to limit liability

ARTICLE 886- (1) The carrier or the persons specified in Article 879, who are proven to have caused the damage by an act or omission committed with an intentional or reckless behavior and with the awareness of the possibility of such damage, cannot benefit from the exemption from liability and limitations of liability stipulated in this Section.

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XI – Responsibility of assistants

ARTICLE 887- (1) If claims arising out of non-contractual liability are brought against one of the carrier's assistants for loss, damage or late delivery of the goods, that person may rely on the grounds for relief and limitations of liability provided for in this Section. If the damage is caused by an act or negligence committed with an intentional or reckless behavior and with the awareness of the possibility of such a damage, the first sentence provision does not apply.

XII - Actual carrier

ARTICLE 888-(1) If the carriage is partially or completely carried out by the actual carrier, which is a third party, this person is liable as the original carrier for the damage incurred during the carriage by him due to the loss, damage or delay of the goods. Contracts made by the original carrier with the sender or consignee for the extension of liability are valid against the actual carrier, provided that he accepts them in writing.

(2) The actual carrier may assert all claims of the original carrier arising from the contract of carriage.

(3) The main carrier and the actual carrier are jointly and severally liable.

(4) If an application is made to the assistants of the actual carrier, the provision of Article 887 is applied.

(5) The actual carrier may have the condition of the goods delivered to him determined in the transport bill or other document. If this provision is not complied with, the provisions of the second paragraph of Article 858 shall apply.

XIII - Statement

ARTICLE 889-(1) If the loss or damage of the goods is clearly seen, if the sender or the consignee do not report the loss or damage until the delivery time at the latest, it is assumed that the goods have been delivered in accordance with the contract. The notification must clearly state and characterize the damage.

(2) The presumption in the first paragraph is also valid if the loss or damage is not clearly visible and is not reported within seven days after the delivery of the goods.

(3) If the consignee does not notify the carrier that the delivery time has been exceeded within twenty-one days from the delivery, his rights arising from the delay shall expire.

(4) The notification made after the delivery must be in writing. Notification can also be made with the help of telecommunication tools. If it is in any way clear who the notifier is, there is no need for a signature. It is sufficient for the notification to be sent on time to maintain the time limit.

(5) If loss, damage or delay is reported during delivery, it is sufficient to make this notification to the person who delivered the goods in accordance with the above provisions.

XIV – Competent court

ARTICLE 890-(1) In the case of legal disputes arising from the transportation subject to the provisions of the First and Second Part, the court of the place where the goods were received or which is foreseen for delivery is also authorized.

(2) A lawsuit to be filed against the actual carrier may be filed in the court of the principal carrier's domicile, and a lawsuit against the principal carrier may also be filed in the court of the actual carrier's domicile.

XV – Right of imprisonment

ARTICLE 891- (1) The carrier has the right of lien on the goods for all his receivables arising from the contract of carriage, in accordance with Articles 950 to 953 of the Turkish Civil Code. The right to imprisonment also includes the accompanying documents in Article 860.

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(2) The carrier has the right to lien as long as he has the goods in his possession or has the right to dispose of the goods by means of bills of lading and transport bills.

(3) It is obligatory that the notification regarding the conversion of the pledge into money is made to the sender. If the consignee cannot be found or refuses to receive the goods, the notification is made against the sender.

XVI – Multiple carriers

ARTICLE 892-(1) In case the goods are transported by more than one carrier, at the delivery of the goods; If the last carrier has to collect the debts of the previous carriers, it exercises the rights of the previous carriers, in particular the right of lien. As long as the last carrier has the right of lien, the lien of the previous carriers continues.

(2) If the previous carrier's claim is paid by the next carrier, the previous carrier's right of claim and lien passes to the next carrier.

(3) The provisions of the first and second paragraphs are also applied to the receivables and rights of the freight forwarder who participated in the carriage.

XVII – Order of multiple custodial sentences

ARTICLE 893-(1) If there is more than one lien on the same item associated with the transport of the ware, lien rights directly related to the transport of the goods precede the others. As for the latter, those born later precede the former.