The Law Regarding Amendments on Certain Laws Aimed at Improving Investment Environment no.6728 (the Law no.6728) had been enacted by being published in the Official Gazette dated 9 August 2016.
The previous state of the Article 543 in Turkish Code of Commerce (TTK) no.6102 prior to its amendment through the Law no.6728 is as below:
(1) The remaining assets of a company under liquidation process after its debts paid and share prices returned is distributed among shareholders in line with the capital issued and royalties unless indicated otherwise. In case of a royalty existing in the liquidation share, the regulation within the Prime Contract is applied.
(2) The remaining assets should not be distributed unless one year is over following the call date sent to the claimants for third time. The court verdict may rule for the distribution before one year is exceeded provided that any threat does not exist for the claimants according to the state and situation.
(3) Unless indicated otherwise within the prime contract and Assembly General Decision, the distribution is made in cash.
Through the Article 68 of the Law no.6728, the wording of "one year" within the second clause of Turkish Code of Commerce's Article 543 has been amended as "six months".
Pertaining to that, companies would be able to complete their liquidation after six months following the third call.
The matter of validity of this amendment for companies making their three calls to the claimants before the Law no. 6728 is enacted had been discussed within the doctrine. The Customs and Trade Ministry declared its opinion on the matter through a notice dated 20.02.2017 pointing out that this amendment concerns the companies registering their liquidation process after 09.08.2016 and for the companies registering for liquidation prior to that date, the waiting period following the third call would be implemented as one year by the same way.
In the notice no. 22773931 and dated 20.02.2017 of Customs and Trade Ministry's General Directorate of Domestic Trade, the explanation on the matter is as below:
"For the companies being registered for their liquidation process before 09.08.2016, the date that the Law no.6728 had been enacted, unless any court verdict authorizing for the distribution of remaining assets before one year exceeded exists and if a longer period was not predicted within the prime contract, the distribution of the remaining assets and finalization of the liquidation following the completion of one year period as of the third call,
For the companies being registered for their liquidation process after 09.08.2016, unless a longer period was not predicted within the contract or call announcement made to the claimants, the distribution of the remaining assets and finalization of the liquidation following the completion of six months indicated in the changed Article 543's 2nd clause through the Article 68 of the Law no.6728, as of the third call's declaration,
For the companies of which their company contracts require waiting for one year or more for the distribution of remaining assets, in the circumstance that the completion of liquidation is demanded within six months indicated in the changed Article 543's 2nd clause through the Article 68 of the Law no.6728, changing the company contract's concerning provision in line with the amendment within law is required.
Our explanations provided above include general information on the issue. No responsibility can be claimed against
EY and/or Kuzey YMM ve Bağımsız Denetim A.Ş. due to the implications arising from the context of this document or emerging with respect to its context.
Kuzey YMM ve Bağımsız Denetim A.Ş.