MANDATORY E-TUYS INFORMATION SYSTEM USE FOR FOREIGN CAPITAL COMPANIES

The Regulation on the Implementation of the Foreign Direct Investments Law (in Turkish “Doğrudan Yabancı Yatırımlar Kanunu Uygulama Yönetmeliği”) (“Regulation”) had been published in the Official Gazette dated 20 August 2003 and had entered into force on the same day. Now, it has been amended by the Regulation on the Amendment of the Implementation Regulation of the Direct Foreign Investments Law (in Turkish “Doğrudan Yabancı Yatırımcılar Kanunu Uygulama Yönetmeliğinde Değişiklik Yapılmasına Dair Yönetmelik”) (“Amending Regulation”) published in the Official Gazette on 1 June 2018 that has come into force on the same day .

According to the provisions brought by the Amending Regulation, based on web-based Electronic Incentive Implementation and Foreign Capital Information System (in Turkish “Elektronik Teşvik Uygulama ve Yabancı Sermaye Bilgi Sistemi”) (“E-TUYS”), managed by the General Directorate of Incentive Implementation and Foreign Capital (“General Directorate”), a number of changes have been actualized about liabilities of foreign capital companies and branches which are under the scope of Foreign Direct Investment Law.

First of all, in accordance with Article 4 of the Amending Regulation;

• The Annex 1 (Activity Information Form For International Direct Investments) which was previously prepared in physical environment to be submitted to the relevant authorities has been abolished and been replaced by the Annex 1 form which shall besubmitted via E-TUYS;
• The Annex 2 (Capital Information Form for International Direct Investments) and Annex 3 (Share Transfer Information Form for International Direct Investments) have been abolished and they have been replaced by the Annex 2 form which shall be submitted via E- TUYS.

In this respect, according to the Article 5 of the Regulation, liabilities of foreign capital companies and branches which are in the scope of Foreign Direct Investment Law (in Turkish “Doğrudan Yabancı Yatırımcılar Kanunu”) (“Law”) are as follows :

1. “Investors” “Shareholders List” and if any, “Affiliates” shall be filled in and recorded in electronic environment through the user having qualified electronic certificate whom they will authorize (“User”) latest within one month following the authorization, by entering E- TUYS which can be accessed from the website of Ministry of Finance.
2. The Annex-1 Activity Information Form for Foreign Direct Investments existing on E-TUYS shall be filled in and recorded in electronic environment by the User on annual basis and every year by the end of May at the latest.
3. In case of any capital increase or decrease, latest within one month, the field of “Shareholders List” on E-TUYS shall be filled in and recorded by the User in electronic environment.
4. If there are payments made with reference to capital increase or share transfer, the relevant fields in Annex 2 Capital Information Form for Foreign Direct Investments on E-TUYS shall be filled in and recorded by the User in electronic environment within one month following the payment.
5. Following the share transfer of the current Turkish or foreign shareholders to each other or to any Turkish or foreign third party investors, the “Shareholders List” field on E-TUYS shall be filled in

and recorded by the User in electronic environment latest within one

month following the share transfer.

Similarly, pursuant to Article 5 of the Communiqué on the Implementation of the Decision regarding Government Aids on Investments (in Turkish “Yatırımlarda Devlet Yardımları Hakkında Kararın Uygulanmasına İlişkin Tebliğ”), following the amendment that was published on 2 July 2018 in the Official Gazette and came into force on the same day, investors who wish to obtain an Incentive Certificate should apply to the Ministry of Industry and Technology through E-TUYS.

In accordance with the provisions of the Regulation regarding authorization, users who will be authorized by the companies and branches within the scope of the Law to use E-TUYS system after completing the necessary documents and applying to the General Directorate shall be able to use the system by receiving qualified electronic certificates from electronic certificate service providers.

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