Various Legislative Amendments
Amendment to the Electricity Market License Regulation
The Electricity Market License Regulation published in the Official Gazette dated 2 November 2013 and numbered 28809 (the “License Regulation”) has been amended with the amendment adopted by the Energy Market Regulatory Authority published in the Official Gazette numbered 29989 on 24 February 2017 (the “Licence Regulation Amendment”).
In principle, the Licence Regulation prohibits direct and indirect shareholding structure changes of pre-license holder companies and transfers of their shares until such companies are granted with licences. Notwithstanding, certain exceptions to that principle exist and the Licence Regulation Amendment now extends such exceptions by adding the following:
Direct or indirect share transfers which is not resulting to a change of control in the shareholding structure and made between current the shareholders of a pre-license holder company.
Direct or indirect shareholding structure changes arising capital increase and/or change in shareholders of a pre-license holder company whose more than 50% shares are directly or indirectly owned by public institutions and organizations, provided that the new shareholder is not a public institution or organization.
Direct or indirect shareholding structure changes followed by the pre-licence holder company’s acquisition of its own shares and the shares of the current shareholders within the scope of the provisions of the Turkish Commercial Code No. 6102.
Direct or indirect share acquisitions made by using foreign resources by (i) legal entities established outside of Turkey or (ii) by legal entities established under the Turkish Commercial Code numbered 6102 and are under the control of such foreign legal entities.
Amendment to the Regulation on Pre-paid House Sale
The Regulation on Pre-paid House Sale published in the Official Gazette dated 27 November 2014 and numbered 29188 (the “Pre-paid House Sale Regulation”) has been amended with the amendment adopted by the Ministry of Customs and Trade published in the Official Gazette numbered 30004 on 11 March 2017 (the “Pre-paid House Sale Regulation Amendment”). The Pre-paid House Sale Regulation Amendment has made particular changes on rescind right which is exercisable by consumers that are party to a pre-paid house sale contract.
Prior to the Pre-paid House Sale Regulation Amendment, the consumers were entitled to exercise the rescind right without providing any reason within the period until the transfer or delivery of the house subject to the pre-paid house sale contracts. The Pre-paid House Sale Regulation Amendment reduces the exercise period of the rescind right to 24 months starting the date of such contract.
In addition, the House Sale Regulation Amendment has changed the compensation right of the seller in case of the consumer rescinds the pre-paid house sale contract. Under the House Sale Regulation, the seller had right to claim the sum amounted to 2% of the contract price in case of the consumer rescinds the contract. However, through the House Sale Regulation Amendment, the compensation amount of the seller changes depending on the time of rescission.
The seller is entitled to claim up to:
2% of the contract price if the consumer rescinds the contract within first 3 months;
4% of the contract price if the consumer rescinds the contract within the period between 3 - 6 months;
6% of the contract price if the consumer rescinds the contract within the period between 6 - 12 months;
8% of the contract price if the consumer rescinds the contract within the period between the 12 - 24 months as of the date of the contract;
By virtue of this Amendment, any documents or amount to be returned to the consumer shall be returned no later than 180 days starting the date of rescission notification whereas such period was specified as 90 days.
Similarly, in the event that there is a financing, the sales price shall be returned to the relevant finance organization no later than 180 days starting the date of rescission whereas such period was stated as 90 days.
Amendment to the Communiqué on Mergers and Acquisitions Subject to the Approval of the Competition Board
The Competition Authority has published an amendment to the Communiqué Concerning the Mergers and Acquisitions Calling For Authorization of the Competition Board (“Communiqué No. 2010/4”) in the Official Gazette dated 24 February 2017 and numbered 29989 (the “Communiqué No 2017/7”).
The Communiqué No. 2017/7 amended the provision on “Notification of Mergers and Acquisitions” under the Communique No. 2010/4, by adding one more exception where the control is gained as a result of security purchases different sellers made by serial transactions in the stock market.
In such a case, the notification can be made to the Competition Board (“Board”) after the completion of the transaction, provided that (i) the transaction is declared to the Board without any delay and (ii) the voting rights arising the purchased security are not exercised or such voting rights are exercised based on an exemption granted by the Board decision aiming only to preserve the full value of investments.
Turquoise Card Regulation
The Turquoise Card provisions were first introduced by the Law on International Work Force No.6735 (the “Law on International Work Force”). Now, in the Official Gazette dated 14 March 2017 and numbered 30007, Turkey's Labor and Social Security Ministry has published the legislation which regulates the Turquoise Card concept in detail (the “Turquoise Card Regulation”).
The Turquoise Card is a permit, which enables foreigners to work and reside in Turkey. The Turquoise Card is designated specifically for well-supported applicants and granted to them by considering their education level, professional experience, contribution to science and technology and the impacts of their activities or investments in the economy.
The Turquoise Card is granted to foreigners having following qualifications or who are:
to be considered as highly qualified labour force in terms of their educational level, professional knowledge and experience, contributions to science and technology and similar,
to be considered as highly qualified investors due to their investment and exportation size, employment opportunity they provide, their contributions to scientific and technological development, and similar,
scientists and researchers who contribute to scientific or technological development or who conduct studies and researches considered as strategic in science, industry and technology fields that are beneficial to Turkey,
to be internationally successful in cultural, artistic or sportive activities,
to make contributions to Turkey's or Turkish culture’s international recognition or publicity or engaging international activities in matters concerning Turkey's national interests.
The Turquoise Card grants the holders exemption military service obligation in Turkey. In addition, worth to be noted that the Turquoise Card entitles the holders neither to benefit election rights nor to work at public positions.
The Turquoise Card can be cancelled upon the request of the holder. Apart the holder’s request, the Turquoise Card shall be cancelled, among others if it is determined that;
the work of the cardholder has not been recorded or the cardholder has worked to the contrary of the Law on International Work Force,
the card holder has stayed outside of Turkey longer than 2 years for reasons other than force majeure,
the foreigner has not been working uninterruptedly for at least one year,
Turquoise Card application has been made with false or misleading information and documents.
The Turquoise Card is granted to the applicants initially with a three-year transition period. During such three-year transition period, an expert, who is appointed by the General Directorate of International Workforce, shall be on duty to observe applicant’s activities and undertakings and prepare yearly observation reports to be submitted to the General Directorate of International Workforce. According to with such observation reports, three month cure period shall be granted to the Turquoise Card holders for remedy of deficiencies. If the deficiencies are not remedied within such cure period, the General Directorate of International Workforce is entitled to cancel the Turquoise Card.
The Turquoise Card shall become permanent for the applicants whose Turquoise Card is not cancelled during the transition period and the application is determined as appropriate. In this respect, the Turquoise Card application shall be duly made to the General Directorate of International Workforce within three months prior to the expiration of the three year transition period.
Change of Title - Central Registry Agency
The Central Registry Agency (Merkezi Kayıt Kuruluşu) has changed its title to Central Registry Istanbul (Merkezi Kayıt İstanbul) with its member letter dated 3 March 2017 and numbered 788 (the “Letter”). According to the Letter, this change has been made in order to represent the trademark, group correlation and unity between Istanbul Stock Exchange and its subsidiaries’ names.
The Banking Regulation and Supervision Agency (“BRSA”) Public Announcement on Credit Cards
The BRSA has published a press release on 15 March 2017 regarding the use of credit cards for online shopping. The press release sheds lights on a BRSA decision dated 16 February 2017. In accordance with the announcement, in order to make the credit cards available for online shopping, a demand will be required the holders of both credit cards which have already been issued or are planned to be issued.
In this respect, the banks have 6 months transition period for accomplishment of the necessary systematic implementations.
Decisions of the Council Of Ministers
The Council of Minister Decision numbered 2017/9759 and dated 31 January 2017, published in the Official Gazette dated 3 February 2017 and numbered 29968 and the Council of Minister Decision numbered 2017/9973 published in the Official Gazette dated 15 March 2017 and numbered 30008 have introduced the following amendments on stamp tax rate applied to the papers relating to the construction business.
The stamp tax rate applicable to the below mentioned contracts was previously 9,48%, now reduced to 0%:
Promise to sell contracts;
Prepaid house sale contracts regulated under the Consumer Protection Law dated 7 November 2013 and numbered 6502;
Construction contracts in return for flat or construction contracts for revenue sharing;
Construction undertaking contracts made between contractors and sub-contractors within the scope of construction contracts in return for flat or construction contracts for revenue sharing;
Consultancy service contracts relating to construction works in return for flat or for revenue sharing;
Construction inspection service contracts
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