LAW ON AMENDMENTS TO BE MADE IN TURKISH COMMERCIAL CODE, PROCEDURAL TAX LAW, STAMP
DUTY LAW, LABOUR LAW AND SOCIAL SECURITY LAW
Law No. 4884
Date of Endorsement: 11.06.2003
ARTICLE 1- First paragraph of Article 69 of Turkish Commercial Code No: 6762 dated 29/06/1956 has
been amended to read as follows:
At the establishment stage of a company, the company books designated in Paragraph1 of Article 66 have
to be presented to the trade registry office functioning at the location of the commercial enterprise
headquarters or the notary, by the entrepreneur, before using. These books will be endorsed and signed
so as to enclose the data stipulated in the provisions regularizing the endorsement of books in the Tax
Procedural Law No: 213. Trade registry officer or the notary will inscribe the number of pages
constituting each book on its first page and certify thereof with official stamp and his signature. The kind
and number of the books/ledgers endorsed by notaries and the names of their owners have to be notified
to the related trade registry office within seven days latest. Company books/ledgers for the subsequent
year and other books/ledgers will be endorsed according to the provisions regularizing the endorsement
of books in the Procedural Tax Law No: 213.
ARTICLE 2- Article 273 of Law 6762 has been amended to read as below:
Article 273 – Establishment of joint stock companies to engage in activities that will be determined and
announced by the Ministry of Industry and Commerce are subject to the permit of the Ministry.
Amendments to the articles of associations of such companies shall also be subject to the approval of the
Ministry. Establishment of other joint stock companies and amendments to the articles of association of
these are not subject to permit of the Ministry.
ARTICLE 3 - Article 386 of Law No: 6762 and its title has been amended to read as follows:
2. Announcement and notification:
Article 386 – In case the shareholders meeting has to be summoned so as to amend the articles of
association; the amended text has to be announced along with the original text and the concerned
persons have to be notified in accordance with Article 368.
ARTICLE 4 - First paragraph of Article 510 of Law No: 6762 has been amended as below and the third
paragraph of the same article has been repealed:
Managers will apply for registration at the trade registry office functioning at the location of the company
headquarters, in accordance with the provisions of Article 31.
ARTICLE 5 - First paragraph of Article 509 and Article 514 (totally) of Law No: 6762 has been repealed.
ARTICLE 6 – Subparagraph 1 of first paragraph of Article 168 of Procedural Tax Law No: 213 dated
04/01/1961 has been amended to read as:
1. Notification of initiation of operation for real persons will be served within ten days following the date
of initiation of operation by themselves or by attorneys who are licensed in accordance with Attorneys
Law No: 1136 or by members of professions authorized in accordance with Law No: 3568 to the related
tax office. Notification of initiation of operation of companies will be served to the related tax office
within ten days following the date of initiation of operation by commercial registrars. Notifications of
companies including notifications for abandoning business or notifications of changes, except notification
of initiation of operation will be served to the related tax office by the taxpayer within one month
following the occurrence of the event being notified.
ARTICLE 7 - The paragraph below has been supplemented to Article 223 of Law No: 213, to read as:
At the establishment stage of joint stock companies and limited liability companies, the company books
will be endorsed by the commercial registrar functioning at the location of the company headquarters or
ARTICLE 8 - First sentence of first paragraph of Article 224 of Law No: 213 has been amended to read as:
Certification annotations to be made by commercial registrars at the establishment stage of joint stock
companies and limited liability companies and certification annotations to be made by notaries will be
inscribed on the first page of the books and will contain the following information.
ARTICLE 9 - Paragraph (a) of Article 22 of the Stamp Duty Law No: 488 dated 01/07/1964 has been
amended to read as:
a) Within three months following the registration of the articles of association of joint stock companies,
partnerships limited by shares and limited liability companies or the resolutions regarding the extension
of periods of such,
ARTICLE 10 - The following paragraph has been supplemented, to succeed the second paragraph into
Article 3 of Labor Law No: 4857 dated 22/05/2003 to read as:
However, registration of companies shall be made as based on the documents sent by the trade registry
offices, and these documents will be sent to the related regional directorate of Ministry of Labour and
Social security by the related trade registry office in one month time.
ARTICLE 11 - The following paragraph has been supplemented to succeed the first paragraph of Article 8
of Social Security Law No: 506 dated 17/07/1964 to read as:
Notifications served by companies at company establishment stage, declaring the initiation date of
employing insured personnel and the number of such to trade registry offices will be sent to the related
department of the Authority by trade registry offices within ten days and this notification will be deemed
as served to the Authority by the employer. In case the notification is not sent to the Authority in due
time, the related trade registry office will be charged in accordance with Paragraph (a) of Article 140 of
ARTICLE 12 - The following paragraph has been supplemented to succeed the first paragraph of Article
153 of Law No: 213 to read as:
Trade registry offices will send one copy of the application documents of the establishments that are
subject to corporate tax and apply for registration in compliance with Article 30 of Turkish Commercial
Code, to the related tax office. Thus, obligation of the taxpayers to notify their initiation of operation is
regarded as fulfilled. Procedural penalty provisions on late notification will be applied to trade registrars
who do not fulfill their notification obligation on time.
ARTICLE 13 – This Law comes into effect on the date of its publication.
ARTICLE 14 – The provisions of this law will be enforced by the Council of Ministers.