TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
ers who are in possession of privileged shares to appoint or nominate at least one board member must submit a share sale information form to the CMB for approval before selling shares cor - responding to more than 10% of the company’s capital in a 12-month period. The same obliga - tion applies to converting more than 10% of the company’s non-tradeable shares into tradable shares. Shareholders owning 10% or more of the shares in a company, directly or indirectly, or sharehold - ers who are in possession of more than 10% of the privileged shares to appoint or nominate at least one board member also have the obliga - tion to make a special events disclosure if they obtain any non-public insider information not known by the company. While the capital markets legislation does not use the term “ultimate beneficial owner” , list- ed companies must disclose their sharehold - ing structure every six months. The declared shareholding structure must be cleared of any indirect shareholdings and cross-shareholdings and must clearly indicate the names of natural person shareholders owning more than 5% of shares. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting An ordinary general assembly must convene within three months as of the end of each finan - cial year. During this meeting, among other items, the approval of the annual report, finan - cial statements and the dividend distribution are discussed. Ordinary general assembly meet - ings are not subject to registration, and such annual reports and financial statements are not
announced. However, the announcement and reporting requirements of listed companies and companies active in specifically governed sec - tors are highly regulated. 6.2 Disclosure of Corporate Governance Arrangements For companies that are not listed, in principle, such disclosures are not required. As an excep - tion, control agreements (establishing control by one company over another) must be registered with the trade registry and announced on the Trade Registry Gazette in order to be valid. On the other hand, listed companies are subject to strict disclosure and transparency measures. Such disclosures are made on the company’s website and the public disclosure platform. 6.3 Companies Registry Filings Companies are registered with the trade regis - try, and the registration processes are carried out by the provincial or district trade registry directorate where the company’s headquarters are located. Additionally, trade registry records are kept electronically under the Central Regis - try Record System (CRRS) and all trade registry procedures, applications and registrations are also completed online through CRRS. Certain actions within a company require regis - tration with the trade registry, before which the company is registered. These actions include, among others, amending the company’s arti - cles of association (including changing the share capital of the company), adopting an internal directive regarding the representation of the company, and changing the company’s regis - tered address. Such actions are effective upon registration with the trade registry, as stipulated under the TCC. Therefore, in order to effect the
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