Before the enactment of New Turkish Commercial Code, the companies with foreign partners could use foreign letters in their company titles. However, companies consisting of Turkish shareholders couldn’t use those letters. This restriction was abrogated with this amendment.

Now, everyone can use letters that are not included in Turkish Alphabet in the root of the company title.

Moreover, on condition that the shareholders of a company were consisting of Turkish citizens, they couldn’t use foreign names corresponding in Turkish according to the previous communique (such as, White Tarım Co. Ltd.). Nevertheless, all of the companies might use foreign words in the company title with this amendment.

The amendments done with the communique and some points about the new implementation are indicated below.

1- Business Names;
One can designate business names without constraint only if the field of operation and the expressions related to the kind of Corporation is Turkish.

SAMPLES

• Blue Sea Denizcilik Ltd. ŞTİ. (Proper)
• Blue Sea Maritime Ltd. ŞTİ. (NOT proper. The sector name should be Turkish. There should be written ‘’Denizcilik’’ instead of ‘’Maritime’’.

2- It is not allowed to use information that might give false impressions in business names of the company.
The expressions in the business name that might give false impressions about the identity of the trader, the scale, importance and financial condition of an enterprise for the third parties cannot be used and contrary to facts.

3- The expressions in business names cannot be contrary to local legislation, implementation and values.
(3) The expressions in business names cannot be against public order, national interests and morals and tarnish cultural and historical values.

4- Some words used in business names are subject to approval of Council of Ministers.
Words that are “Türk(Turkish)”, “Türkiye(Turkey/Turkiye)”, “Cumhuriyet(Republic)” and “Milli(National)” should be used plain, simple and thorough with the approval of Council of Ministers.

In accordance with articles 41 and 42 of the Turkish Commercial Code, If these words are involved in the name or the surname of the real person that should be used in business name, then it will not be obligatory to get the approval of Council of Ministers.

5- At least one sector should be stated in the company title.
It is obligatory to state at least one sector in the title of corporations and limited companies. There shouldn’t be any abbreviations in the expressions about the field of operation.

6- Pay attention to the incorporation of Holdings…
There should be written “holding” in the title of corporations whose primary objective is incorporating into another enterprises.

7- Place names can be used, but country names are subject to approval.
Officially identified place names can be used in business names; however, it is obligatory to get an approval from the competent authorities of related countries in order to use country names.

8- It is forbidden to use the names of state institutions and organizations.
It is forbidden to use the names of state institutions and organizations, other national and international agencies or abbreviated names defining those institutions in business names. Nevertheless, state institutions and organizations are allowed to use their own names and abbreviations in business names of the companies which they operate or in which they have shares.

9-If the record of a company is cancelled in the Trade Registry, someone else might use that title 5 years later.
The title of a company which is cancelled in the Trade Registry cannot be used by another trader again, because he/she should wait 5 years from the date when the declaration regarding to the disenrollment is published in Turkey Trade Registry Gazette.

10- What is the condition of using a title registered previously?

• If a business name is registered previously in a registry of commerce in Turkey, it cannot be registered without making a distinctive addendum in order to distinguish it from the previous one.
• If a business name registered previously has the same addendum and the first expression indicating the field of operation with the newly-established company, it cannot be registered without making distinctive amendments within the scope of article 46 of the Turkish Commercial Code.

Sample-1: If a title called “A İnşaat Otomotiv Tekstil Sanayi ve Ticaret Anonim Şirketi” is registered previously, the title called “A İnşaat Tekstil Turizm Sanayi ve Ticaret Anonim Şirketi” cannot be registered without making a distinctive addendum.

• If the two companied share the same addendum in their titles, but their first expressions indicating the field of operation are different, that title can be registered without making an addendum.

Sample-2: If a title called “B İnşaat Otomotiv Sanayi Anonim Şirketi” is registered previously, the title called “B Turizm İnşaat Sanayi Anonim Şirketi” can be registered without making an addendum.

• If the two companies have the same expressions indicating company type in their titles, that title cannot be registered without making a distinctive addendum.

Sample-3: If a title called “C Turizm Limited Şirketi” is registered previously, a title called “C Turizm Anonim Şirketi” cannot be used without making a distinctive addendum.

Source: The Communique about Business Names Established in the Official Gazette Numbered 28913 and Dated 14.02.2014
Date: 26 January 2017

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

House rents which cost less than 500 TL can be paid cash if it is wished. That obligation is applied separately to each house rent. Such as, if you have rental income from 10 different houses and the rent of 5 houses is 450 TL for each. So, if you wish, you may collect them in cash.

2- Since When Has This Rule Been Applied?
This rule has been applied as of the date of 01 November 2008.

3- How Can I pay it Except from Bank?
The collection of revenues and payments can be made via BANK or PTT as of the date of 1.11.2008.

4- Is There Any Rent Which is not paid via Bank?
The rents which are not supposed to be paid via bank are listed below:
4.1- Housing rents valuing at less than 500 TL,
4.2- Collection of revenues from house and office rents by means of execution and court,
4.3- On the other hand, rental payments in kind are also not within the scope of this obligation.

5- I Didn’t Pay the Rent via Bank! What is the Penalty?
The penalty for not obeying this rule shouldn’t be less than the amount stated below and it should be 5% of the amount applied to each transaction. The minimum amounts of penalties are listed below according to their obligation type.
5.1- 1.370 TL for the first class merchants and self-employed.
(Bookkeepers on the basis of balance and bookkeepers for self-employment income)
5.2- 690 TL for second-class merchants, farmers who are bookkeepers and people whose earnings are based on simple basis. (Operating Ledger, Simple Entry)
5.3- 340 TL for people apart from these. (People who do not have perpetual tax obligation, Housewives, Retiree, Officer, Worker etc.)

Each transaction will be fined separately. That means if the rent should be paid via bank but not paid; the leaser and the leaseholder will be fined separately for 4 months.

Source: 1- Official Gazette Dated 29.7.2008 and Numbered 26951- General Communiqué on Income Tax Numbered 268
2- Tax Procedure Law-Duplicated Entry Numbered 355

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

1- WHICH BOOKS ARE SUBJECT TO CLOSURE RATIFICATION IN LIMITED COMPANIES?
(1) Day Book

2- THE PERIOD OF CLOSURE RATIFICATION OF THE BOOKS
* the closure ratification of day books should be made until the end of June (sixth month) of the subsequent year.

3- IF ONE WOULD LIKE TO USE THE BOOKS IN THE FOLLOWING YEAR, WHEN HE/SHE SHOULD MAKE THE CLOSURE RATIFICATION OF THE BOOKS?
* If one would like to use the book being entitled to closure ratification in the following year; firstly he/she should make the closure ratification on January of the subsequent year and then he/she should make an interim ratification until the end of January in order to use it in the New Year. It means closure ratification will not be made in June, but it should be made in January.

4- IS THE MINUTE BOOK OF BOARD OF DIRECTORS SUBJECT TO RATIFICATION?
No.
Limited Companies do not have to keep Minute Book of Board of Directors. They may keep decision books for the decisions taken.

On the other hand, if one ratifies the Minute Book of Board of Directors along with the Decision Book, the Decision of Board of Directors should be recorded in that book and those books are subject to closure ratification in January of the subsequent year.

After the closure ratification of Decision Book of Board of Directors if company wouldn’t like to use it, the new book shouldn’t be ratified and Decision Book should be used in the subsequent year instead of that.

5- HOW MANY YEARS SHOULD A LIMITED COMPANY KEEP ITS BOOKS?
Limited Companies should keep their commercial books that they have to keep and the documents related to the recordings of those books for 10 years by classifying them.

Even if period of limitation for books and documents is 5 years according to the Tax Procedure Law, it is obligatory to keep them for 10 years according to Turkish Commercial Code. (-253)

Source: the Communiqué about Commercial Books established in the Official Gazette dated 19 December 2012 and numbered 28502 and prepared by the Ministry of Customs and Trade and the Ministry of Finance

Date: 20 March 2017

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

Source: Cabinet Decision (29.04.2017 – 2017/10106)

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

There will be no “TAX BASE INCREASE”  in the new regulation.
There will be no “STOCK AMNESTY”  in the new regulation.
There will be no “CASH AMNESTY”  in the new regulation.
There will be no “PARTNERS AMNESTY”  in the new regulation.

2- THE LIABILITIES THAT WERE IN THE INSTALLMENT PLAN LAST YEAR WILL GO ON IN THE SAME MANNER!
With the Bag Law numbered 6736, the installment plan of current liabilities of the tax payers who made an installment plan for their tax and SSI liabilities will go on in the same manner.

3- PEOPLE WHO COULDN’T MAKE AN INSTALLMENT PLAN LAST YEAR WILL BE ABLE TO APPLY FOR ALL OF THEIR PREVIOUS LIABILITIES!
People, who didn’t/couldn’t make an installment plan for their tax and SSI liabilities within the scope of the Bag Law numbered 6736, will be able to apply for all of their liabilities (31 March 2017 and before that date) with the new regulation.

4- TOTAL AMOUNT OF LIABILITY IS  73 BILLION TURKISH LIRAS
The amount of new installment is 72 Billion Turkish Liras. How much of those liabilities are within the scope of installment will be determined at the end of the application.

5-THE CAPITAL WILL REMAIN, THERE WILL BE INSTALLMENT FOR THE LATE FEE!
The capital will remain the same like the previous installment plan; however, there will be installment for the late fee. On the other hand, the liabilities can be extended to 3 years after the calculation of the installment. If demanded, liabilities can make 6-9-12-18 installments or pay all of the amount in cash. The installment will be paid bimonthly.

6- WHEN WILL THE NEW INSTALLMENT PLAN BE ENACTED?
The Law about the installment plan is planned to be published in the Official Gazette in the middle of May and come into force at the same day.

7- WHEN IS THE APPLICATION PERIOD FOR THE NEW INSTALLMENT PLAN?
The application period for the new installment plan will begin as of the date of publishing date and it will last until 30 June 2017.

8- WHEN IS THE INITIAL PAYMENT OF THE NEW INSTALLMENT?
The initial payment of the new installment for liabilities can be made;
until 31 July 2017 for tax liabilities,
until 31 August 2017 for SSI liabilities.

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.