The notification numbered 28692 published in the Official Gazette on the 29th of June 2013 by the Ministry of Customs and Trade and the process of harmonizing the articles of association of joint stock companies and limited liability companies’ articles of association is extended for a year.
In accordance with the first paragraph of the Article 22 of the Law on Enforcement and Implementation of the Code of Commerce “Joint stock companies and limited liability companies should harmonize their Articles of Association with the Code of Commerce in a twelve month period that starts from the effective date of the Code of Commerce. In case of the necessary changes has not been done within this time, the relevant articles of Code of Commerce will have been enforced instead of the previous provisions of the Articles of Association.” As is known, the Code of Commerce numbered 6102 came into force on the 1st of July 2012. Consequently, the mentioned period has been expired.
However, the Article 23/3 clearly said that “The period may be extended by the Ministry of Custom and Trade only one for a year.” The Ministry has only authority to extend the period. In respect of this legal ground, the Ministry of Custom and Trade have extended the harmonizing period until 1st of July 2014.
Thus, if the articles of associations will have not been harmonized with the Code of Commerce until 1st July of the 2014, the Commercial Code’s relevant articles will have been ex officio enforced instead of the articles that are inconsistent with the law.