Turkish Commercial Code Published in the Official Gazette dated May 31, 2013…
REGULATION ON THE WEBSITES TO BE OPENED BY CAPITAL COMPANIES
PART ONE Purpose, Scope, Basis and Definitions
Aim
ARTICLE 1 – (1) The purpose of this Regulation is to open a website in accordance with the first paragraph of Article 1524 of the Turkish Commercial Code dated 13/1/2011 and numbered 6102, and to allocate a certain part of this site for the publication of advertisements that must be made by the company and for information society services. to regulate the procedures and principles.
Scope
ARTICLE 2 – (1) This Regulation covers the minimum content to be announced and accessible on the websites to be opened by the audited capital companies determined by the Council of Ministers in accordance with Article 397 of the Law No. 6102, the transactions to be made by the audited capital companies and Central Database Service Providers, and covers the procedures and principles regarding the liabilities arising from these transactions.
Rest
ARTICLE 3 - (1) This Regulation has been prepared on the basis of Articles 210 and 1524 of Law No. 6102.
Definitions and abbreviations
ARTICLE 4 – (1) In this Regulation;
a) Ministry: The Ministry of Customs and Trade,
b) Information society service: Online services provided in electronic environment, with or without physical confrontation, for a fee or free of charge,
c) ÇİSDuP (Online Certificate Status Protocol-OCSP): Online Certificate Status Protocol Server,
ç) Secure electronic signature: The electronic signature defined in Article 4 of the Electronic Signature Law No. 5070 dated 15/1/2004,
d) ISO/IEC (International Organization for Standardisation/International Electrotechnical Committee): International Organization for Standardization/International Electrotechnical Committee,
e) Website: The electronic platform with the minimum content specified in Article 1524 of the Law,
f) Law: Turkish Commercial Code dated 13/1/2011 and numbered 6102,
g) Central Registry Agency (MKK): Central Registry Agency established pursuant to Article 81 of the Capital Markets Law dated 6/12/2012 and numbered 6362,
ğ) Central Registry System (MERSİS): A central partner established and operated by the Ministry of Customs and Trade and the Union of Chambers and Commodity Exchanges of Turkey, where trade registry transactions are carried out electronically, trade registry records and the contents that need to be registered and announced are regularly stored and presented electronically. information system including database,
h) Central Database Service Provider (MTHS): Private law legal entity that carries out other activities determined by the Ministry, including keeping the content that must be made accessible on the designated part of companies' own websites in a secure environment, making them available to the company and archiving, pursuant to Article 1524 of the Law and this Regulation. your person,
ı) MERSIS number: The unique number given by MERSIS and produced with a special algorithm,
i) Registry Gazette: Turkish Trade Registry Gazette,
j) DELETE: Certificate Revocation List,
k) Company: Capital companies subject to audit determined by the Council of Ministers in accordance with Article 397 of the Law,
l) Articles of Association: Articles of association in joint stock companies and limited partnerships whose capital is divided into shares, and the articles of association in limited companies,
m) Directed message: Any content of the website published in the section dedicated to the purposes of Article 1524 of the Law and accepted as presumption that it is directed to all relevant parties,
n) Time stamp: The record defined in subparagraph (h) of the first paragraph of Article 3 of the Electronic Signature Law No. 5070,
means.
SECOND PART
Opening a Website and Obtaining Support Service
Providing support service with the obligation to open and register a website
ARTICLE 5 – (1) Companies established from the date of entry into force of this Regulation are required to open a website within three months from the date of registration of their establishments in the trade registry and to set aside a certain part of this site for the publication of advertisements that must be made by the company by law.
(2) Capital companies included in the scope after the effective date of this Regulation are required to open a website within three months from the date of entry into the scope and to designate a certain part of this site for the publication of announcements that are required by the company to be made by law.
(3) Companies can fulfill their obligations regarding the website directly, as well as by receiving support services from MTHS.
(4) The website created in accordance with the law is registered under the MERSIS number of the companies.
Content published on the website
ARTICLE 6 – (1) With the opening of the website, the following contents are continuously published on the website.
a) The company's MERSIS number, trade name, headquarters, the amount of committed and paid capital, and the names and surnames of the chairman and members of the board of directors in joint stock companies, managers in limited companies, managers in limited partnerships whose capital is divided into shares.
b) a legal person; in case of being elected as a member of the board of directors in joint stock companies and as a manager in limited companies; Description of the registration and announcement of the natural person determined by the legal person on behalf of the legal person together with the legal person, the MERSIS number of the selected legal person, trade name, headquarters and the name and surname of the real person registered together with the legal person.
c) Name and surname/title, place of residence/centre, registered branch, if any, of the selected auditor.
(2) In case of a change in the contents published pursuant to the first paragraph, the new version of these contents is published on the website on the date of the change.
(3) The matters that must be published on the company's website for a period of at least six months are listed below.
a) According to the first paragraph of Article 149 of the Law, the merger agreement, merger report, financial statements of the last three years and annual activity reports, if necessary, interim balance sheets are posted on the website within thirty days before the general assembly decision, in order to be submitted to the examination of the partners.
b) An announcement regarding the documents listed in subparagraph (a) of this paragraph stating the right to examine, where these documents are deposited and where they are kept ready for examination, is posted on the website at least three business days before the documents are deposited.
c) An announcement made three times in the registry gazette, with an interval of seven days, stating that the companies participating in the merger can make a request to their creditors to secure their receivables, is posted on the website within five days at the latest, following the publication of the first announcement in the registry gazette.
ç) Each of the companies participating in the demerger has the right to inspect the division agreement or plan, division report, financial statements of the last three years and annual activity reports and interim balance sheets, if any, pursuant to Article 171 of the Law, and where these documents are deposited and where they are examined. The announcement that they are kept ready is placed on the website two months before the decision of division is taken.
d) The announcement made three times in the registry gazette, with an interval of seven days, regarding the call of the creditors by the companies participating in the division to declare their receivables and to make a request for guarantee, is posted on the website within five days at the latest, following the publication of the first announcement in the registry gazette.
e) If a lawsuit has been filed against the company, the subject of the lawsuit is posted on the website within five days at the latest from the date of publication in the registry gazette.
f) The finalized court decision regarding the termination lawsuit filed against the company is posted on the website within five days at the latest, from the date of its publication in the registry gazette.
g) Announcement regarding the convocation of the General Assembly is posted on the website at the latest on the date it is published in the registry gazette.
ğ) In the event that the discussion of the financial statements and related matters at the general assembly of the joint stock company is postponed to one month later, the announcement made to the shareholders regarding this situation is posted on the website within five days at the latest from the date of the postponement decision.
h) The minutes of the general assembly meeting of the company and the meeting minutes of the special assembly of privileged shareholders are posted on the website within five days at the latest from the date of the general assembly.
ı) Pursuant to Article 428 of the Law, announcements regarding the representative of the body, independent representative and corporate representation are posted on the website on the day the announcement is published.
i) The fact that the action for annulment or nullity has been filed against the resolution of the General Assembly and the hearing date are posted on the website within five days at the latest, following the announcement made in accordance with the articles of association.
j) The finalized court decision regarding the annulment or nullity of the general assembly resolution is posted on the website within five days at the latest from the date of registration.
k) The general assembly decision regarding the amendment of the articles of association is posted on the website within five days at the latest, following its publication in the registry gazette.
l) The decision of the board of directors to increase the capital in the registered capital system, the new form of the articles of association showing the issued capital, the nominal values, types, numbers of the new shares, whether they are privileged, restrictions on the privileged shares and pre-emptive rights and their terms of use and their duration, regarding the premium. The rules regarding the registrations and their implementation are posted on the website within five days at the latest, following the announcement made in accordance with the articles of association.
m) The decision of the board of directors regarding the determination of the principles for exercising the right to purchase new shares is posted on the website within five days at the latest, following the date of its publication in the registry gazette.
n) In the event of a reduction in the basic capital, detailed explanations on the reasons for the reduction in capital, the purpose of the reduction and how the reduction will be made are posted on the website within five days at the latest, following the publication of the call notice for the general assembly meeting, including these explanations.
o) Upon the decision of the General Assembly to reduce the basic capital, the announcement made to the creditors in the registry gazette three times with an interval of seven days is posted on the website within five days at the latest, following the publication of the first announcement.
ö) The payment of the defaulted share amount to the defaulting shareholder within one month, otherwise, the invitation and warning message stating that he will be deprived of his rights regarding the related shares and that the contract penalty will be demanded, placed on the site. In the event that the invitation and warning is sent to the registered share certificate holders by registered mail with return receipt instead of the announcement, this invitation and warning shall be posted on the website within five days at the latest from the date of sending the registered letter with return receipt.
p) The decision of the board of directors regarding the printing of bearer share certificates is posted on the website within five days at the latest as of the date of its publication in the registry gazette.
r) An announcement made three times with an interval of one week in the registry gazette to inform other creditors that they are creditors, whose location cannot be understood from the company books or other documents, or whose settlements are not known, that the company has been dissolved and that they are called to notify the liquidators of their receivables. placed on the website during the day.
s) An announcement regarding the acquisition or disposal of shares by an undertaking included in the group of companies at the rates specified in Article 198 of the Law is posted on the website within five days at the latest as of the realization date.
ş) Pursuant to the first paragraph of Article 966 of the Law, in cases where the owner and other right holders or their places of residence are not known, the announcement made in the registry gazette regarding the deletion of the ship from the ship registry and the specified period shall be published on the website within five days at the latest from the date of its publication in the registry gazette. is announced.
t) The statement to be made by the members of the board of directors and managers of the enterprise and the capital company included in the group of companies regarding themselves, their spouses, their children under their custody and their shares in that capital company of the commercial companies in which they hold at least twenty percent of the capital, shall be made at the latest as of the date of its publication in the registry gazette. will be placed on the website within five days late.
u) The domination agreement between the companies is posted on the website within five days at the latest as of the date of its publication in the registry gazette.
ü) In case the number of shareholders/partners in the company decreases to one or the company is established as a sole shareholder/partner, information on the fact that the company is a sole shareholder/partner and the name, surname, place of residence and citizenship of the sole shareholder/partner is from the date of publication in the registry gazette. shall be placed on the website within five days at the latest.
v) The articles of association and amendments are posted on the website within five days at the latest, following the publication of the organization or the amendment in the registry gazette.
y) Within two years from the registration of the company, the contract regarding the acquisition or leasing of an enterprise or the same for a price exceeding one tenth of the capital shall be posted on the website within five days at the latest from the date of its publication in the registry gazette.
z) The decision of the board of directors or the board of directors showing the persons authorized to represent and the way of representation of them is posted on the website within five days at the latest as of the date of its publication in the registry gazette.
aa) The internal directive containing the working procedures and principles of the general assembly in joint stock companies is posted on the website within five days following the announcement date.
bb) The report of the board of directors showing the reasons for limiting or removing the priority right, the reasons for issuing new shares with and without premium, and how the premium is calculated, is posted on the website within five days at the latest from the date of its publication in the registry gazette.
cc) The report on the reduction of capital, prepared by the board of directors/managers and approved by the general assembly, showing the reasons for the reduction of the capital, the purpose of the reduction and how the reduction will be made, is posted on the website within five days at the latest from the date of its publication in the registry gazette.
çç) The call for the payment of the share prices of the board of directors/managers shall be posted on the website within five days at the latest, following the date of the announcement.
dd) The decision of the board of directors to cancel the deed of the defaulter shareholder is posted on the website within five days at the latest as of the date of its publication in the registry gazette.
ee) In cases where the general assembly meetings with the board of directors or the board of directors are held electronically or if these meetings are attended electronically, the technical report proving the suitability of electronic media tools for effective participation is posted on the website within five days at the latest, following the date of its publication in the registry gazette.
(4) The date and the phrase “directed message” in parentheses are placed at the beginning of the content published in the section of the website dedicated to information society services. The forwarded message is created with a timestamp and replaced by the same method.
(5) Announcements required to be made in accordance with the law and other laws are published on the website as stipulated in the relevant legislation.
Central Database Service Provider
ARTICLE 7 – (1) The activities of MTHSs are subject to the activity permit given by the Ministry in this regard.
(2) For companies whose shares are monitored by MKK in accordance with the Capital Markets Law, MTHS activity is carried out by MKK.
(3) Information and documents made accessible on behalf of companies in the capacity of MTHS are archived electronically in accordance with Article 12.
Obligations of MTHS
ARTICLE 8 – (1) MTHS;
a) Complying with the technical aspects and safety criteria stipulated in Article 11,
b) Providing the infrastructure to support secure electronic signature,
c) To fulfill the functions of hosting the website or maintaining the database according to the demands of the companies,
ç) Notifying the Ministry within seven days in case of an obstacle to the activities it carries out,
d) If requested by the Ministry, it is obliged to perform its integration with MERSIS and other related databases.
ARTICLE 9 – (1) MTHS submits a report to the Ministry until the end of March each year regarding the services it has provided for the previous year and the information of the companies it has served.
(2) Other information and documents to be requested exclusively by the Ministry regarding the MTHS activity must also be submitted.
Obligations of companies
ARTICLE 10 – (1) Companies shall notify MTHS of the content envisaged to be in the dedicated section of the website in accordance with Article 1524 of the Law and the provisions of this Regulation, if a format is determined by the Ministry, or electronically if it is not.
(2) In order for companies to find the section of the website reserved for information society services easily by search engines on the company's website or over MTHS's, a phrase such as "information society services company title" is placed on the home page.
(3) Companies that provide this information on their website use secure electronic signature and time stamp in transactions such as publishing, changing and renewing the content on the website.
(4) Companies that provide this information on their website provide guidance from the address “http://firmaalanadi/bilgitoplumuhizmetleri” within the website to access the relevant information. In case the company owns more than one domain name for different brands and marketing purposes, this policy applies to each domain name.
(5) Companies electronically archive the information and documents they make available on their websites in accordance with Article 12.
(6) The websites owned by the companies are operated in accordance with the technical aspects and security criteria stipulated in Article 11.
Technical considerations and safety criteria
ARTICLE 11 – (1) Companies and MTHS must have minimum backup and disaster recovery plans, necessary network and system security against unauthorized access and attacks due to the activities they are obliged to carry out in accordance with this Regulation.
(2) Companies and MTHS's ensure the accessibility, integrity, security, immutability and undeniability of the minimum content stipulated by the Law and this Regulation to third parties.
(3) Companies and MTHS may set up and operate data centers and systems that host servers for the services they provide within the borders of the Republic of Turkey, or they may establish and operate abroad using up-to-date technologies, including cloud computing technology, or purchase services.
(4) Companies and MTHS's, with regard to operation and security criteria;
a) They comply with the ISO/IEC 27001 standard.
b) They undertake to comply with the ISO/IEC 40500:2012 (W3C Web Content AccessibilityGuidelines (WCAG) 2.0) standard in order to ensure the accessibility of individuals with disabilities.
(5) Archive Electronic Signature Long, which is included in the Electronic Signature Usage Profiles Guide published by the Information Technologies and Communication Authority with the Board Decision dated 2/7/2012 and numbered 2012/DK-15/299, in order to ensure the longevity of documents with electronic signatures. It must be produced in accordance with the Periodic and CRL Controlled Secure Electronic Signature Policies (Profile P3) or the Long Term and CISDuP Controlled Secure Electronic Signature Policies (Profile P4), and these signatures must be updated in archive format at certain intervals during the period in which they are to be kept.
Electronic archiving
ARTICLE 12 – (1) The content published on the website is archived electronically for five years from the date of its publication on the website, unless a longer period is stipulated in the relevant legislation.
(2) If the transfer of the content to MERSIS and/or other databases through an MTHS is required by the Ministry, this content can be transferred to the relevant database in accordance with the format and standards determined by the Ministry.
(3) Secure electronic signature and time stamp are used for archiving the content to be included in the website.
Determination of wages
ARTICLE 13 – (1) When deemed necessary, the Ministry is authorized to determine the fees to be charged for the services rendered to companies by MTHS or their upper limits.
technical report
ARTICLE 14 – (1) Companies and MTHS are obliged to have the designated parts of their websites comply with the provisions of this Regulation and the provisions of Article 1524 of the Law, to the institutions specified in the second paragraph and to submit the technical report prepared by the said institutions to the Ministry. Capital companies that will provide MTHS service also have the appropriateness of the websites they have designated their own information in this report.
(2) The technical report can be obtained from the Scientific and Technological Research Council of Turkey or from independent audit companies authorized to conduct audits in this field. This report is renewed every two years and the procedures stipulated in the first paragraph are repeated. (3) In the technical report, the compliance of the companies and MTHS with the issues specified in the 8th, 10th and 11th articles is determined.
Ministry permission
ARTICLE 15 – (1) Private law legal entities request permission by submitting the petition containing the request to become MTHS together with the technical report they received in accordance with Article 14. However, capital companies applying for permission to provide MTHS service must have a website where they can set their own information in accordance with the provisions of the Law and this Regulation.
(2) The Ministry concludes the permit requests within one month. MTHS, which fully fulfills the permit conditions, is granted an operating license by the Ministry.
(3) If the Ministry, as a result of the examination, determines that one or more of the permit conditions are missing or not fulfilled, it may give the requester a period not exceeding one month to correct these deficiencies. If the deficiencies are corrected within this period, an operating permit is granted in accordance with the second paragraph.
Termination of activities of MTHSs
ARTICLE 16 – (1) During the continuation of the activities of MTHS; If it is determined in the renewed technical report that one or more of the operating conditions in Article 11 are lost, MTHS is given a period of up to three months to remedy this deficiency. If necessary, additional time may be given to MTHS, not exceeding one month. The activity of MTHS continues within the given periods, limited to providing services only to the companies it has contracted with. However, MTHS is obliged to immediately notify the companies it provides services to the deficiencies identified in the technical report via registered e-mail. If the deficiency is not remedied within the given time, the activity of MTHS is terminated by the Ministry.
(2) MTHS's situation at least three months before the date on which it will voluntarily cease its activities; It notifies the Ministry in writing, publishes the decision to terminate its activities on its website, and notifies the companies it serves by registered e-mail.
(3) Companies that receive service through registered e-mail that learns about the deficiencies of MTHS determined by the technical report according to the first paragraph or that it will terminate its activities voluntarily according to the second paragraph, may receive service from another MTHS that they will determine.
(4) MTHS cannot provide services as of the notification of the Ministry's decision to terminate its activities or the date when it notifies the Ministry of its decision to terminate its activities.
(5) MTHSs that have ceased to operate or have been terminated immediately transfer the archive they have created to the companies they serve.
CHAPTER THREE Final ProvisionsCompanies established before the effective date of the website obligation PROVISIONAL ARTICLE 1 – (1) Companies established before the effective date of this Regulation should open a website within three months as of 1/7/2013 and publish the announcements that are required to be made by the company in a certain part of this website by law. they need to be specific. Companies that have a website, on the other hand, are required to dedicate a certain part of their website to the publication of advertisements required by law, within the same period. Force
ARTICLE 17 – (1) This Regulation enters into force on 1/7/2013.
Executive
ARTICLE 18 – (1) The provisions of this Regulation are executed by the Minister of Customs and Trade.
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