Information Society Services

A.

Introduction

In our Bulletin No. 29, we shared summary information regarding the regulations in the Turkish Commercial Code regarding companies subject to independent auditing and required to open a website. As a continuation of this topic, in this issue, we discussed the Information Society Services obligations of these companies.

According to Article 1524 of the Turkish Commercial Code, capital companies subject to independent auditing pursuant to Article 397/4 are required to open a website within three months of their registration with the Trade Registry and to dedicate a specific section of this website to the publication of legally required announcements. The company must create a section on its website titled "Information Society Services" and publish the content specified in the law and regulations.

The content to be published on the website is determined by the "Regulation on Websites to be Opened by Capital Companies," published in the Official Gazette on May 31, 2013.

B. Content to be Published on the Website

The Regulation on Websites to be Opened by Capital Companies divides the content required to be published on the website into two categories: content that must be published continuously and content that must be published for a period of six months:

i. Content to be Published Continuously

According to Article 6 of the Regulation, the following content must be published continuously upon the website's launch:

– The company's MERSİS (Registered Stock Exchange) number, trade name, headquarters, the amount of subscribed and paid-in capital, and the names and surnames of the chairman and members of the board of directors in joint-stock companies, directors in limited companies, and directors in limited partnerships with capital divided into shares.
– If a legal entity is elected as a member of the board of directors in joint-stock companies or as a director in limited companies, a statement stating that the individual designated by the legal entity on behalf of the legal entity is also registered and announced along with the legal entity. The MERSİS (Registered Stock Exchange) number of the elected legal entity, trade name, headquarters, and the name and surname of the individual registered with the legal entity. – The selected auditor's name and surname/title, residence/headquarters, and, if applicable, registered branch.

If there are any changes to the content listed in the relevant article, the new version of these contents shall be published on the website on the date of the change.

ii. Content required to be published for a period of six months

Content required to be published on the website for at least six months, as per Article 6 of the Regulation:

– Each of the companies participating in the merger shall post the merger agreement, merger report, financial statements and annual activity reports for the last three years, and interim balance sheets, if necessary, on the website for review by the shareholders, within thirty days before the general assembly resolution, in accordance with Article 149 of the Turkish Commercial Code.
– A notice stating the right to review the documents listed above, stating where these documents are deposited and where they are kept available for review, shall be posted on the website at least three business days before the date of deposit. – An announcement, made three times at seven-day intervals in the Registry Gazette, informing creditors of the companies participating in the merger that they may request security for their receivables shall be posted on the website no later than five days after the first announcement is published in the Registry Gazette.
– An announcement, made by each of the companies participating in the division, indicating the right to inspect the division agreement or plan, division report, financial statements and annual activity reports for the last three years, and interim balance sheets, if any, pursuant to Article 171 of the Turkish Commercial Code, and indicating where these documents are deposited and available for inspection, shall be posted on the website two months before the date of the division decision.
– An announcement, made three times at seven-day intervals in the Registry Gazette by the companies participating in the division, inviting creditors to notify their receivables and request security, shall be posted on the website no later than five days after the first announcement is published in the Registry Gazette. – If a dissolution lawsuit has been filed against the company, the filing of the lawsuit shall be posted on the website no later than five days from the date of its publication in the Registry Gazette.
– The final court decision regarding the dissolution lawsuit filed against the company shall be posted on the website no later than five days from the date of its publication in the Registry Gazette.
– The announcement regarding the convening of the general assembly meeting shall be posted on the website no later than the date of its publication in the Registry Gazette.
– If the discussion of the financial statements and related matters at the general assembly of a joint-stock company is postponed for one month, the announcement to shareholders regarding this situation shall be posted on the website no later than five days from the date of the postponement decision.
– The company's general assembly meeting minutes and the minutes of the special assembly of privileged shareholders shall be posted on the website no later than the date of the general assembly.