The Regulation Regarding the Websites to be set up by Commercial Companies has been published on the Official Gazette dated 31 May 2013 numbered 28663 to enter into effect on the date of 1 July 2013 (hereafter referred to as the “Regulation”).

The companies to be incorporated after the date of entry into force of the Regulation shall establish a website and allocate a part of the site to publish the announcements to be made by the company within the first three (3) months as from the company’s incorporation at the Trade Registry.

The companies that have been incorporated before the date of entry into force of the Regulation shall establish their websites within three (3) months as from 1 July 2013 and allocate a part of the site for the announcements required by law. The companies which already have a website shall allocate a part of the site for the announcements required by law.

The commercial companies that enter within the scope of this Regulation shall establish their websites and allocate a part of the site for the announcements required by law within three (3) months as from the date they enter within the scope of this obligation.

The companies may either fulfill their obligations to establish websites directly on their own, or they may purchase services from Central Data Base Service Providers (In Turkish “Merkezi Veri Tabanı Servis Sağlayıcılar”, hereinafter referred to as the “MTHS”.)

The activities of MTHS shall be subject to the official authorization of the Customs and Trade Ministry. Furthermore, the Customs and Trade Ministry shall also be entitled to determine the services prices to be demanded from the concerned companies by the MTHS in return of their services and the upper limits thereof, in the event that it is deemed necessary.

The below issues shall also be taken into consideration:

a)  The items that are subject to registry and those stated in the Article 6 of the Regulation shall be published on the website of the Company at the latest within five (5) days.

b)  Not complying with the obligations to establish a website and not publishing the abovementioned announcements shall constitute a cause of annulment of the relevant decisions and shall trigger the liability of the faulty managers and Board of Directors. Criminal provisions are reserved.

c)  Unless a longer period has been foreseen in the Turkish Commercial Code (Hereinafter referred to as the “TCC”) or other related laws and administrative regulations, any item published on the website of the Company shall remain available on the website for at least six (6) months as from the date of announcement on the web site.

However, this requirement shall not be binding for all companies. Only those companies which have been determined by the Council of Ministers to be subject to external auditing shall be liable for such obligation (TCC Art. 397/4). The companies which are subject to external auditing according to the current legislation (without separation between joint stock companies and limited liability companies) shall be the ones which are subject to special legislation (E.g. Capital Market Law, Insurance Law, Banking Law, etc), together with those which have any two of the following three criteria for two successive fiscal years (solely or together with the affiliated companies and subsidiaries):

a)  Those which have a net turnover of TRY 200,000,000.- or more;

b)  Those which have a total amount of assets which is tantamount to TRY 150,000,000.- or more;

c)  Those which have 500 employees or more.

As per the Article 2 of the Regulation, the companies other than the ones stated above shall not be obliged to establish a website. However, this may change due to the latest amendments to the TCC (with the Law numbered 6455 dated 28 March 2013) which sets forth that all joint stock companies shall be subject to auditing, the principles of which to be determined by a future regulation (TCC Art. 397/5). These companies may also fall in the scope of the requirement for a website.

Our Law Firm remains at your disposal for any further questions.