Website Obligation Law

According to the new Turkish Commercial Code, around 1 million companies are required to establish websites. Companies are required to register their names on the Internet and obtain web hosting services. The 1535-article draft, prepared to determine the procedures and principles regarding the entry into force and implementation of the new law, was accepted in the parliament. The bill, which will become law and enter into force after correcting some of its deficiencies, will change many things. Company managers who do not create a website within 3 months from the entry into force of the 1535-article draft will be sentenced to up to 6 months in prison and a judicial fine of up to 300 days.

It has become mandatory for companies to apply for name registration and web domain (hosting) in order to avoid being subject to legal sanctions imposed as a result of new legal regulations.

Relevant Section of the Draft LawD) Electronic transactions and information society services

I - Website

Article 1524

(1) Every capital company shall open a website and use a clearly designated section of this website, including but not limited to the content to be listed, for announcements that are legally required to be made by the company, and statements that are important for its shareholders or partners; preparations for the board of directors and directors and general assembly meetings; information regarding the establishment of the said committees; the publication of documents that must be presented to partners and shareholders; to all kinds of calls, including those of these boards; Provision of all services and information deemed necessary in terms of voting, transparency and public disclosure and useful in the context of the information society; It must be specific to questions, answers and other similar transactions aimed at obtaining information, as well as to matters for which shareholders or partners are required to be informed in this Law and other laws. In addition, financial statements, their footnotes and annexes, accounting statements, including the annual report of the board of directors, interim financial statements, the annual evaluation statement of the board of directors regarding the extent to which corporate governance principles are complied with; The company's responses and notifications and other relevant matters regarding the reports of the auditor, special auditor, transaction auditors and issues concerning the shareholders and the capital market that the authorized boards and ministries want to be included are published on the company's website. Failure to comply with the obligation in this provision will result in all legal consequences of violation of the law and failure of the board of directors to fulfill its duties. Penal provisions are reserved. Financial statements and any reports remain on the site for three years.

(2) This part of the website dedicated to the purposes of this article, including the registration of the part devoted to information society services to the trade registry, is open to everyone, the messages and information contained herein are statements and legal wills directed to the relevant parties, the procedures and procedures for accessing this part of the website Other matters related to the principles are regulated by a regulation by the Ministry of Industry and Trade.

(3) The date and the phrase "directed message" in parentheses are placed at the beginning of the content published in the part of the website dedicated to the purposes of this article. This message can only be changed by complying with the Law and the regulation mentioned in the second paragraph. It is the presumption that a message in the allocated section is directed. (4) Unless a longer period is stipulated in this Law and other relevant laws or administrative regulations, a content placed on the company's website will remain on the website for at least six months from the date on it; Otherwise, it is deemed not to have been posted. (5) Printed versions of forwarded messages are stored separately in accordance with Article 82. The information to be included on the website is converted into text and written or pasted by the company management according to the sequence number in a notary approved book, showing the date and time. If a change is made to the information published on the site later, the above process is repeated regarding the change. II - Declarations, documents and bills.

Article 1525

(1) Notices, warnings, objections and similar statements, provided that the parties expressly agree and the third paragraph of Article 18 is reserved; Invoices, confirmation letters, participation commitments, meeting calls and electronic sending and electronic storage agreements made in accordance with this provision can be issued, sent and objected electronically and are valid if accepted.III - Secure electronic signature.

Article 1526

(1) Promissory notes similar to bills of exchange, bills, checks, receipts, warrants and bills of exchange cannot be issued with a secure electronic signature. Transactions carried out on these bills, such as acceptance, acceptance and endorsement, cannot be made with a secure electronic signature.

(2) The signature of the bill of lading, transport note and insurance policy can be made by hand, facsimile printing, stapler, stamp or any mechanical or electronic means in the form of symbols. Take part in these bills to the extent permitted by the laws of the country in which they are issued.Records to be kept can be written, created and sent by handwriting, telegram, telex, fax and other electronic means.IV - Board of directors and general assembly in electronic environment1. Generally

Article 1527

(1) In capital companies, it may be regulated by the articles of association or the articles of association that the members of the board of directors and the board of directors may participate and vote in board meetings by video and audio transmission in certain foreseen cases.

(2) In collective, limited partnership, limited and share capital companies, participating in the shareholders' meeting and general assembly, making suggestions and voting electronically, as stipulated in the articles of association and articles of association, results in all the legal consequences of physical participation, making suggestions and voting.

(3) In cases envisaged in the first and second paragraphs, in order to vote electronically, the company must have a website dedicated to this purpose, the partner must make a request for this purpose, the suitability of electronic media tools for active participation must be proven with a technical report and this report must be registered and announced and voting It is necessary to keep the identities of the users.

(4) In the companies mentioned in the first and second paragraphs, in accordance with the articles of association or the company agreement, the company management fulfills all the conditions for voting in this way and provides all the necessary tools to the partner.

(5) Participating in general assemblies electronically in joint stock companies, making suggestions, expressing opinions and voting results in all the legal consequences of physical participation and voting. The principles of implementation of this provision are regulated by a statute. The statute includes a sample of the articles of association provision regarding attending and voting in the general assembly electronically. Joint stock companies cannot make changes to this provision, which will be transferred verbatim from the statute. The statute also includes the rules that ensure the use of the game by the real owner or his representative, and the powers of the commissioners in this regard, stipulated in the third paragraph of Article 407. With the entry into force of this regulation, participation in general assemblies electronically and implementation of the voting system becomes mandatory in companies whose shares are listed on the stock exchange.

(6) The rules regarding the use and implementation of the game by the real owner within the framework of the provisions of the first to fourth paragraphs, and the principles and procedures for the shareholder to give instructions to his representative through the website are regulated by a regulation to be issued by the Ministry of Industry and Trade.

2. Application rules

Article 1528

(1) Partners, shareholders and board members who wish to use the electronic environment must inform the company of their e-mail addresses.