One of the significant regulations in the Turkish Commercial Code (TCC) for capital companies is the obligation to establish a company website. This requirement aims to ensure that companies adapt to advancing technology and fully embrace the principle of transparency. This obligation applies solely to capital companies subject to independent audit, ensuring that their activities, financial statements, and announcements are made publicly accessible online.
Under Article 1524 of the Turkish Commercial Code and the Regulation on the Websites to be Established by Capital Companies (Regulation) published in the Official Gazette on May 31, 2013, numbered 8663, it is clearly defined which companies are required to set up a website, what information must be included on these sites, and which elements must be published periodically.
In this article, we will examine the scope of the obligation to establish a website introduced by Article 1524 of the TCC, details about which companies are subject to this regulation, and the mandatory elements that must be included on the website. Additionally, we will explore the sanctions imposed for non-compliance with these obligations.
What is the Obligation to Establish a Website?
Article 1524, under the title of electronic transactions and information society services, stipulates that capital companies subject to independent audit must establish a website and allocate a specific section of this website for publishing legally required company announcements. The rationale of the article emphasizes that the company website serves as the most accessible and reliable means to ensure top-level transparency, allowing the public to easily access information about the company, its statements, calls, disclosures, reports, financial statements, and responses to queries.
Which Companies Are Subject to the Website Obligation?
In the original version of Article 1524 of the TCC, it was stipulated that all capital companies were required to establish a website. However, with the enactment of Law No. 6335, which amended the Turkish Commercial Code and the Law on the Enforcement and Implementation of the Turkish Commercial Code, Article 1524 was revised. The determination of which capital companies are subject to independent audit was first set forth in the Decision on the Determination of Companies Subject to Independent Audit, published in the Official Gazette dated January 23, 2013, No. 28537.
As of April 16, 2024, a capital company established or operating in 2025 will be subject to general audit if, on a consolidated or individual basis, along with its subsidiaries and affiliates, it meets at least two of the following criteria consecutively in 2022 and 2023:
Total assets of 150 million TRY or more,
Annual net sales revenue of 300 million TRY or more,
Number of employees of 150 or more.
Companies without any specific exemptions and subject to general audit criteria are required to comply with the website obligation if they meet at least two of these thresholds in two consecutive years. The assessment is made based on consolidated figures including subsidiaries and affiliates.
Regardless of the above criteria, certain companies are subject to independent audit and thus the website obligation, including:
Companies owned by professional organizations in the nature of public institutions, trade unions, associations, foundations, cooperatives, and their umbrella organizations,
State economic enterprises and their subsidiaries,
Payment institutions and electronic money institutions subject to the Central Bank of Turkey,
Companies regulated by the Energy Market Regulatory Authority (EMRA),
Media service providers regulated by the Radio and Television Supreme Council (RTÜK),
Investment firms, portfolio management companies,
Banks, factoring, financing, asset management, insurance, reinsurance, and pension companies, financial leasing, and financial holding companies.
What Mandatory Content Must Be Included on the Website?
The website and information disclosure obligations primarily aim to make available all relevant information for existing shareholders and third parties who may have dealings with the company. Companies must ensure that the information and documents published on their websites are archived electronically and remain accessible for at least six months. (Regulation Art. 10/5) This archived content must be retained for five years following the removal from the website. (Regulation Art. 12/1)
Mandatory content includes:
The company’s MERSIS number, trade name, registered office, committed and paid-up capital amount, and, in joint-stock companies, the names and surnames of the chairman and members of the board of directors; in limited liability companies, the names and surnames of the managers; and in partnerships limited by shares, the names and surnames of the managers. (Regulation Art. 6/1-a)
In cases where a legal entity is elected as a member of the board of directors in a joint-stock company or as a manager in a limited liability company, the details of the legal entity along with the name and surname of the real person appointed to represent the legal entity must be disclosed. This includes the MERSIS number, trade name, registered office of the legal entity, and the name and surname of the registered representative. (Regulation Art. 6/3-b)
The name, surname (or trade name), domicile (or registered office), and, if applicable, the registered branch of the elected auditor. (Regulation Art. 6/3-c)
When Does the Website Obligation Commence?
Companies subject to this obligation must establish their websites within three months from the date of their registration with the trade registry, as stipulated under Article 1524 of the TCC.
Sanctions for Non-Compliance with the Website Obligation
Under Article 1524 of the TCC, capital companies subject to independent audit must establish a company website within three months from the date of their registration with the trade registry and allocate a section of this site for mandatory announcements. Failure to comply with this obligation may lead to the annulment of the company’s relevant decisions, trigger all legal consequences of non-compliance, and result in the liability of the responsible managers and board members. (TCC Art. 1524/2) If an announcement or document required by law is not published on the company’s website, there must be a causal link between the missing publication and the grounds for annulment for an annulment action to be initiated.
Moreover, members of the management body of companies that fail to establish the required website are subject to judicial fines ranging from one hundred to three hundred days. Additionally, responsible parties who fail to properly publish the mandatory content on the website may be fined up to one hundred days. (TCC Art. 562/12)
