Registration and Announcement Obligation with the Trade Registry under Article 198 of the Turkish Commercial Code

2 February 2026

Introduction

Article 198 of the Turkish Commercial Code No. 6102 (“TCC”) constitutes one of the most concrete instruments of the transparency principle governing group company relationships. The notification, registration, and announcement obligations imposed upon the crossing of certain shareholding thresholds are not merely internal corporate record-keeping requirements, but rather mandatory rules aimed at protecting the public, investors, and creditors. Registration with the trade registry serves as a “transparency mechanism” that completes the notification process and ensures legal certainty.

1. Obligation to Register with and Announce through the Trade Registry

Pursuant to Article 198/1 of the TCC, where an undertaking (whether a natural or legal person) reaches or falls below certain shareholding thresholds in a capital company, it must notify both the company and the trade registry accordingly.

“Article 198

(1) Where an undertaking directly or indirectly holds shares representing five percent, ten percent, twenty percent, twenty-five percent, thirty-three percent, fifty percent, sixty-seven percent, or one hundred percent of the capital of a capital company, or where its shareholding falls below these thresholds, the undertaking shall notify the capital company and the competent authorities designated under this Code and other laws within ten days following the completion of the relevant transaction. The acquisition or disposal of shares at the above-mentioned ratios shall be disclosed under a separate heading in the annual activity and audit reports and announced on the capital company’s website. Article 196 shall apply in the calculation of shareholding percentages. Members of the boards of directors and managers of the undertaking and the capital company shall also make notifications regarding shares held in the capital company by themselves, their spouses, their children under their custody, and commercial companies in which they hold at least twenty percent of the capital. Notifications shall be made in writing and registered with and announced through the trade registry.

(2) Until the notification and, accordingly, the registration and announcement obligations stipulated in the first paragraph are fulfilled, all rights attached to the relevant shares, including voting rights, shall be suspended. Provisions concerning other legal consequences of the failure to fulfill the notification obligation are reserved.

(3) For a dominance agreement to be valid, it must be registered with and announced through the trade registry. The invalidity of such agreement shall not prevent the application of provisions under this Code and other laws relating to obligations and liabilities arising from group company relationships.”

1.1. Time Limits

Article 198 of the TCC explicitly provides a ten-day period for fulfilling the notification obligation. In addition, pursuant to Article 107/5 of the Trade Registry Regulation (“TRR”), the capital company receiving the notification must complete the registration and announcement within ten days from the date of receipt. Legal doctrine (Prof. Dr. Tekinalp) emphasizes that this period is of a preclusive nature and that transparency must be ensured without delay.

1.2. Authority and Interested Parties in Registration Applications

As a rule, the obligation to apply for registration rests with the management body of the capital company receiving the notification. However, in order to prevent delays frequently encountered in practice, two important mechanisms are available:

Application by Interested Parties: Pursuant to Article 28/1 of the TCC, the notifying undertaking may apply directly to the trade registry for registration in its capacity as an “interested party.”
Ex Officio Registration: Where a registrable matter is not registered in due time, the Trade Registry Director is authorized under Article 33 of the TCC to invite the relevant parties to complete the registration or to register the matter ex officio.

1.3. Sanctions for Failure to Register and Announce

Pursuant to Article 198/2 of the TCC, where the notification and thus the registration and announcement obligations are not fulfilled:

“All rights attached to the relevant shares, including voting rights, shall be suspended.”

Accordingly, until registration and announcement are completed, such shares may not be represented at the general assembly, nor may voting rights be exercised. If voting rights are nevertheless exercised, the resulting general assembly resolutions may be subject to annulment due to invalidity.

2. Obligation to Publish on the Company Website

Pursuant to Article 1524 of the TCC, capital companies subject to independent audit are also required to publish the registered notification on their websites.

2.1. Time Limits and Duration of Publication

Five-Day Period: Under Article 6/3 of the Regulation on Websites to Be Opened by Capital Companies, the relevant content must be published on the company’s website no later than five days following registration.
Six-Month Publication Period: Pursuant to Article 1524/1 of the TCC, such announcements must remain published on the website for at least six months; otherwise, the announcement shall be deemed not to have been made at all.

2.2. Notification Thresholds

In doctrine, there is debate as to whether notification thresholds should be calculated solely based on ownership percentages or whether voting rights obtained through usufruct rights or voting agreements should also be taken into account. However, the prevailing view, in line with the transparency principle, argues that indirect shareholdings and any increase in voting rights conferring control must be notified within the scope of Article 198.

3. Disclosure in Annual Activity and Audit Reports

Notifications made pursuant to Article 198 of the TCC are not limited to a one-off registration process. The company’s management must disclose such shareholding changes under a separate heading in the annual activity reports. This enables shareholders to retrospectively monitor changes in the company’s control structure.

4. Liability and Criminal Sanctions

4.1. Civil Liability

Failure to comply with website publication obligations or registration requirements may give rise to the civil liability of board members under Article 553 of the TCC. Damages suffered by the company or shareholders due to breaches of transparency (such as losses arising from the annulment of resolutions adopted through improper voting) may be recourse claims against the directors.

4.2. Criminal Liability

Pursuant to Article 562/12 of the TCC, members of the board of directors who fail to fulfill website-related obligations shall be subject to judicial fines. These fines are imposed based on units that are updated annually.

Conclusion

Article 198 of the TCC is a mandatory provision designed to prevent “hidden control” within group company structures. Registration and announcement constitute the outward-facing dimension of the notification obligation. Considering both the “suspension of rights” sanction under Article 198/2 and the civil and criminal liabilities set forth under Articles 1524 and 562, the registration, announcement, and website publication processes must be managed in full compliance with the prescribed ten-day and five-day time limits. This is not merely a matter of corporate governance, but a strict legal obligation.