Quarterly 2022/1

3/31/2022
The Quarterly is prepared every quarter in order to point out significant legislative amendments under Turkish law and developments in case-law.
COMPETITION LAW
1. The Turkish Competition Authority’s Communiqué No. 2022/2 on Amending Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Requiring the Approval of the Turkish Competition Board, was published As of May 4 2022, the turnover thresholds for mandatory filings are increased as follows:

  • TRY 750.000.000 (from TRY 100.000.000) for the sum of the Turkish turnover of the transaction parties. 
  • TRY 250.000.000 (from TRY 30.000.000) for separately the Turkish turnover of at least two of the transaction parties. 
  • TRY 250.000.000 (from TRY 30.000.000) for turnover of transferred asset or business in acquisition, and Turkish turnover of at least one of the parties in merger transactions and 
  • TRY 3.000.000.000 (from TRY 500.000.000) for the world turnover of at least one of the other transaction’s parties.
 2. The Turkish Competition Authority has stated that companies cannot take measures to limit online marketplace sales to their dealers. According to the Board, companies have alternatives other than banning online marketplace sales. For instance, the company may negotiate with the platforms and/or force its dealers to implement measures to protect its brand image.

REAL ESTATE LAW
3. Foreign citizens are obliged to make payments in foreign currency when purchasing a real estate in Turkey. Also, in order to qualify for Turkish citizenship, they must invest in foreign currency. Prior to such amendment, it was possible to invest in Turkish Lira equivalent of required USD amounts.

TAX LAW
4. Corporate taxpayers converting their foreign currency and/or gold account balances in their balance sheet dated 31.12.2021 into Turkish lira may benefit from corporate and income tax exemption for foreign exchange gains arising out of the conversion and the interest, dividends and other incomes to be obtained from timely Turkish lira deposit and participation accounts opened in this regard.

5. The corporate tax rate to be applied to profits of exporting institutions exclusively from exports and the profits obtained from the production activities of the institutions that have an Industrial Registry Certificate and which are actually engaged in production activities, shall be applied as 22% (with 1 point discount).

6. Legal commercial default interest applied for Turkish Lira is determined as 15,75%.

7. VAT applied to all food & beverage (catering) services shall be 8%.


8. VAT applied to the sales of residential properties shall be 8% for net area up to 150 m2. For the exceeding area of 150 m2, 18% VAT shall be applicable.

9. The deadline regarding the notification to be made in order to benefit from Asset Peace Incentive has been extended again from 31 December 2021 to 30 June 2022 with the President’s Decision No. 5058.

PERSONAL DATA PROTECTION LAW
10. Personal Data Protection Authority’s published the amounts of the administrative fines to be applicable in 2022 as follows:


  • From TRY 40,179 to TRY 2,678,863 in case of the failure to fulfill the obligations regarding data security,
  • From TRY 66,965 to TRY 2,678,863 in case the Board’s decisions are not fulfilled,
  • From TRY 53,572 to TRY 2,678,863 in case of a breach of the obligation to register on and notify the Data Controllers’ Registry.
LABOR LAW
11. It has been made possible for people to be determined by the General Directorate of International Labor Force to apply work permit within Turkey without a valid residence permit.

12. The period of continuing to work in the same workplace and profession has been increased from 45 days to 90 days as of the expiry date of the work permit.

13. It has been made possible to make a change request through system so that the foreigner, who has been granted a work permit, can work in a different position at the workplace of the same employer or in another branch of the same employer in the same business line.

14. Indefinite work permits will be renewed at the end of every five years and a foreigner with an indefinite work permit can work independently or under more than one employer.


15. The severance pay ceiling that to be paid between 01 January 2022 and 30 June 2022 has been increased from TRY 7.638.69 gross to TRY 10,848.59 gross.

COMMERCIAL LAW
16. The provisions of the Price Label Regulation regarding the labeling and the information that should be on the label have been revised.

Information such as the place of manufacture, distinctive feature and sales price of the goods, which must be included in the labels and lists, has been made mandatory to be written in Turkish.

Retail sellers may place the mandatory labels on the packaging or container of the goods (in addition to the goods or groups and shelves of the same quality).

In the determination of the price of the goods or services offered for sale at a discount, the lowest price within 30 days prior to the application of the discount shall be taken as the basis. For perishable goods such as fruits and vegetables, the previous price of the goods will be taken as a basis in determining the discount rate and amount.

17. Certain changes have been made to the Commercial Advertising and Unfair Commercial Practices Regulation.
Subscription agreements can be executed in written form or electronically by authenticating in accordance with the Regulation on the Applicant's Identity Verification Process in the Electronic Communications Sector.

Subscribers will be able to submit their termination requests via e-Devlet, online transaction center, KEP application and customer services. Operators will inform the subscriber that legal proceedings can be initiated if the last invoice is not paid on time.

ZONING LAW
18. Several changes has been made in the Planned Areas Zoning Regulation. These changes include additional requirements for architectural projects and sets forth significant provisions regarding rooftop energy panels, water conservation and waste management within the scope of climate change and sustainability.

19. The changes (rooftop energy panels, water conservation and waste management) made later in the interior architectural project, the changes made in the site lists, will not be subject to the building permit as long as they do not affect the carrier system and fire safety.

20. Interior design projects will not be required to be submitted at the stage of obtaining the building (construction) permit, but these projects will be submitted to the relevant administration before obtaining the occupancy permit.


BANKING LAW
21. A new deposit product dubbed “Foreign Exchange-Protected Turkish Lira Deposit” was introduced in the Official Gazette dated December 21, 2021. As of March 7, 2022, resident legal entities as well as resident real persons will be able to benefit from Turkish lira deposit accounts with a maturity of 3 months, 6 months or 1 year.

CASE LAW

i. The 17th Civil Chamber of Istanbul Regional Court, File No: 2019/1192, Date: 28.09.2021: The Regional Court ruled that if both parties are Turkish, but the agreement is concluded in the English language, the arbitration agreement is invalid. In light of the foregoing, the Regional Court reversed the decision rendered by the court of first instance.

ii. The 3th Civil Chamber of the Court of Cassation File No: 2021/4000 Decision No: 2021/11403: It has been ruled that the intermediary service providers are not responsible for defects, as the parties to the distance sales agreement signed within the scope of the consumer transaction are the relevant consumer and the business selling on the electronic commerce site; the intermediary service provider is the company that enables electronic commerce over the internet.

iii. The Constitutional Court File No: 2018/20182 Date: 14.09.2021: The employer cannot examine the employee's WhatsApp correspondence without informing the employee in advance. In such a case, the employee has a reasonable expectation that its rights and freedoms will not be interfered with. Therefore, the employee’s right to respect to privacy as per Article 20 of the Constitution and the freedom of communication as per Article 22 of the Constitution has been violated.

Please do not hesitate to contact us if you have any queries regarding the above matters.

Best Regards.

Selim DÜNDAR, Attorney-at-Law
Partner
sdundar@dundarsir.com