Amendments to the communique on payments to be made by joint stock and limited liability companies pursuant to law no 4054

Communiqué No 2024/2 amending Communiqué No 2017/4 on Payments to be Made by Joint Stock and Limited Liability Companies Pursuant to Law No 4054 (the “Amendment Communiqué“) was published in the Official Gazette dated 1 October 2024 and numbered 32679 and entered into force on the same date. 

INTRODUCTION 

According to Article 39/1(c) of Law No 4054 on the Protection of Competition (“Law No 4054”), the income of the Turkish Competition Authority (the “TCA”) is composed of, among other things, payments to be made at the rate of 0.04% of the share capital of all newly incorporated joint stock and limited liability companies and of a share capital increase (the “TCA Fee”). The Amendment Communiqué introduces the MERSIS (i.e. Central Registration System) platform as an alternative means through which the applicants may pay the TCA Fee during the incorporation process or while carrying out a share capital increase. 

CHANGES PURSUANT TO THE AMENDMENT COMMUNIQUE 

Prior to the Amendment Communiqué, the TCA Fee was paid at the units located in the trade registries that are authorised to collect trade registry fees on behalf of the TCA. The receipt for payment was submitted together with the registration application. Now that the Amendment Communiqué has entered into force, applicants are now able to pay the TCA fee through the HTS (i.e. the fee tracking system operated by the Union of Chambers and Commodity Exchanges of Türkiye where accrual, collection and notification transactions related to the trade registry are realized) using debit or credit cards through the MERSIS interface. This can be done when incorporating a company or making a share capital increase via MERSIS. The online HTS receipts, based on the related TCA Fee payment information, can be printed out and submitted with the registration application. 

The TCA Fee is a prerequisite for registering the incorporation of a company or a share capital increase and a failure to pay will lead to the rejection of the application before the trade registries. 

In addition, under the Amendment Communiqué, if the applicant wishes to cancel the incorporation of the company or share capital increase transaction, it is no longer necessary to submit a notarised cancellation decision to the trade registry along with the relevant receipt and petition, in order to be able to retrieve the amounts paid. Now just the relevant receipt and petition to cancel the procedure are necessary. 

CONCLUSION 

The option to pay the TCA Fee through the HTS via MERSİS constitutes another step towards digitalising the registration formalities before the trade registries in Türkiye. The Amendment Communiqué not only simplifies the process of paying the TCA Fee, but also simplifies refunds of the TCA Fee in the event of a cancellation.