CORPORATE BULLETIN – JANUARY 2026
REGULATORY CHANGES
The Electronic Commercial Ledger System Will Be Mandatory for Companies Established After 1 January 2026!
The ‘Communication on Keeping Commercial Ledgers Not Related to Business Accounting in Electronic Format’ regarding the creation, maintenance, storage, and presentation of commercial ledgers in electronic format came into effect on 1 July 2025, and ETDS was made available for use on the same date.
Within this framework, as of 1 January 2026, all companies to be registered in the commercial register will be required to keep their share register and general meeting minutes and negotiation register electronically via ETDS. It is stated that as soon as the company is registered, the relevant registers will be made available simultaneously on ETDS without the need for any additional procedures. The electronic maintenance of the board of directors’ decision book is left to the discretion of the companies.
For companies whose establishment and articles of association amendments are subject to the approval of the Ministry of Trade, it is stated that the period envisaged for the transition to ETDS for the share register and general meeting book will end on 1 January 2026.
Important Reminder: Transition Period Regarding Minimum Capital Amounts
By 31 December 2026;
- The minimum capital amount for limited companies must be increased to 000 TL,
- and the minimum capital amount for joint-stock companies must be increased to 000 TL.
Failure to comply with the minimum capital amounts by this date may result in the relevant companies being deemed dissolved (terminated automatically) in accordance with the Turkish Commercial Code.
This regulation was introduced under Provisional Article 15, added to the Turkish Commercial Code by Law No. 7511, published in the Official Gazette dated 29 May 2024. Therefore, it is important for companies to check their authorised capital and for companies whose capital falls below the specified ratios during the year to increase their capital.
Revaluation Rate and Related Monetary Amount Updates
The revaluation rate for 2025 was determined as 25.49% by the VUK General Circular (Serial No: 585) published in the Official Gazette dated 27 November 2025. This rate is used as a basis for updating the fixed/lower limit amounts in many legislations in 2026.
In this context, with regard to the Law No. 4054 on the Protection of Competition, the lower limit of the administrative fine stipulated in the first paragraph of Article 16 of the Law has been updated to TL 302,484.86 for the period 01.01.2026–31. 12.2026 period, based on the revaluation rate, to 302,484.86 TL (Communication No: 2026/1, RG 12.12.2025 / 33105).
In addition, the monetary limit considered in Consumer Arbitration Board applications has also been updated: for 2026, Provincial/District Consumer Arbitration Boards will be responsible for consumer disputes with a value below 186,000 TL (RG 23.12.2025 / 33116). This limit, which was 149,000 TL in 2025, will be 186,000 TL as of 01.01.2026.
In addition to administrative fines under the Law on the Regulation of Electronic Commerce, witness, expert witness and mediator fees have also been increased based on the 25.49% revaluation rate set for 2026.
Annual Maximum Severance Pay Amount Determined!
Pursuant to the Circular on Financial and Social Rights published by the General Directorate of Public Financial Management and Transformation of the Ministry of Treasury and Finance on 6 January 2026, the annual ceiling amount for severance pay to be applied in the first half of 2026 has been set at 64,948.77 TL.
For comparison, the seniority compensation ceiling for the July–December period of 2025 was 53,919.68 TL. As required by law, the seniority compensation ceiling is expected to be updated in the second half of the year in line with changes in civil servant salary coefficients.
The Law Amending the Turkish Penal Code and Certain Other Laws and Decree-Law No. 631 has been published in the Official Gazette and has entered into force!
Law No. 7571 (commonly known as the 11th Judicial Package) has been published in the Official Gazette and has entered into force. The important amendments within the scope of the judicial package can be summarised as follows:
New Rules in Commercial and Tender Processes With the amendment made to the Enforcement and Bankruptcy Law, which directly affects commercial life, the stamp duty and security deposit obligations in requests for cancellation of tenders have been tightened; requests that do not meet these conditions will be directly rejected by the court. Furthermore, amendments to the Public Procurement Law have introduced the possibility of refunding application fees in appeals based on the validity of the claims.
Digital Security and Electronic Communications: To enhance security in the digital world, the ‘account suspension’ period has begun in the fight against cybercrime. Bank and crypto accounts suspected of qualified fraud or theft may be suspended for up to 48 hours. Furthermore, identity verification using biometric data (face or fingerprint) or a secure password has become mandatory for new subscription processes. Foreign nationals must update their existing subscriptions within six months.
Internet Rights and Social Media: Regulations have been introduced to increase the effectiveness of existing mechanisms for individuals whose personal rights have been violated on the internet. Magistrates’ courts will be able to order the removal of content within 24 hours in cases where the violation is clear. Insult offences committed via social media are now covered by ‘prepayment’, with the aim of reducing the burden on the judiciary.
Regulations in the Law on Advocacy: Amendments made to Law No. 1136 on Advocacy have restructured disciplinary law in line with the annulment decisions of the Constitutional Court. Accordingly, disciplinary penalties that may be imposed on lawyers have been clearly classified as warning, reprimand, fine, dismissal and expulsion from the profession; it has been clearly regulated which act warrants which penalty. The possibility has been provided for more severe penalties in cases of repeat offences and lighter penalties in cases of first-time violations. Furthermore, it has been made mandatory to report to the bar association any investigations and final court decisions regarding offences committed by lawyers in the course of their duties; a statute of limitations has been introduced whereby disciplinary penalties must be imposed within one year of the court decision reaching the bar association. The regulation also explicitly provides for the expungement of disciplinary penalties from the record after five years, except for disbarment.
Penal and Enforcement Regulations: The enforcement regulation, known to the public as the ‘Covid-19 regulation,’ extends the possibility of early release to open prisons and supervised release for up to three years for certain convicts for crimes committed on or before 31 July 2023. The regulation excludes serious crimes such as intentional homicide, sexual assault/child sexual abuse, and terrorism/organised crime. Approximately 50,000 convicts are expected to benefit from the regulation in the first stage, and it is observed that release/enforcement procedures are being initiated rapidly.
GRC LEGAL Comment: The 11th Judicial Package aims to ensure consistency and speed in practice through simultaneous changes in different areas of legislation. In particular, the regulations concerning disciplinary law, enforcement and digital processes contain important steps towards addressing long-standing gaps in judicial practice. The effects of these regulations on judicial practice and commercial life are expected to become clearer in the coming period.
Remote Working Rule for R&D and Technopark Workplaces Extended!
Published in the Official Gazette on 2512.2025, the Decision on the Periods that Personnel Working in Technology Development Zones and R&D or Design Centres May Spend Outside the Said Zones and Centres in Order to Be Subject to Income Tax Withholding Incentives (Decision Number: 10766), the existing remote working rule for R&D and Technology Park workplaces (100% for IT personnel; 75% for others) has been extended until 31 December 2026.
GRC LEGAL Comment: This regulation provides critical continuity, particularly for R&D and technopark companies that have made remote and hybrid working models permanent. Had the extension decision not been made, some R&D and technopark companies continuing remote working practices could have faced the risk of losing their eligibility for income tax withholding incentives. In this respect, the decision is a welcome and reassuring step for the sector, providing companies with predictability in terms of compliance and planning throughout 2026.
JUDICIAL DECISIONS
Supreme Court of Appeals 9th Civil Chamber Decision on the Right to Additional Compensation for Employees Working under the Public Benefit Programme
In its decision dated 19 November 2025, the 9th Civil Chamber of the Court of Cassation resolved the differences in case law between Regional Courts of Appeal regarding whether persons working under the Public Benefit Programme (TYP) are entitled to additional remuneration. The Gaziantep Regional Court of Appeal had accepted that TYP employees were entitled to additional remuneration, while the Ankara Regional Court of Appeal had ruled otherwise. As this contradiction led to uncertainty and disputes in practice, the Supreme Court clarified the dispute and ensured uniformity of case law. The decision emphasised that, in addition to protecting the rights of employees, the temporary and project-based nature of the TYP programme does not affect their status as workers.
The Supreme Court stated in its decision that employees working under the TYP programme have employee status and fall within the scope of Law No. 6772, emphasising that the fact that the work is for a fixed term and subject to a special programme does not eliminate employee status and the right to additional remuneration. In line with this assessment, the dispute was resolved in accordance with the decision of the Gaziantep Regional Court of Appeal.
The decision is significant in terms of clarifying the worker status and financial rights of those working under the TYP and serves as a guide for similar disputes.
The Framework for the Use of Artificial Intelligence Explained in the Reasoned Decision!
In the decision of the Istanbul 14th Civil Commercial Court dated 15 May 2025, how artificial intelligence was used in the trial process was recorded in the reasoning, independently of the substance of the dispute.
According to the court’s explanations, artificial intelligence was used as a ‘technical tool’ for the purposes of:
- Verifying foreign court decisions,
- Accessing foreign legal sources,
- Translating Dutch legal texts into Turkish.
The court stated that this use was in line with the principles of procedural law and stated that it was conducted within the scope of the Public Officials Ethics Committee’s ‘Ethical Conduct Principles in the Use of Artificial Intelligence Systems’ dated 10.09.2024 and numbered 2024/108, positioning access to foreign sources/translation support as a legitimate technical support similar to a calculator.
The decision also stated that the use of artificial intelligence was clearly declared, the sources and links used were recorded, and thus the method was made subject to judicial review.
The Court emphasised that utmost care was taken to protect personal data and that no data sharing took place. It specifically stated in its decision that legal interpretation, evidence assessment, conscientious opinion, and the final decision remained entirely the responsibility of the judge, and that artificial intelligence was not used in a decision-making capacity at any stage.
The Constitutional Court (AYM) found the requirement to jointly apply for mediation in principal-subcontractor relations to be unconstitutional!
The Constitutional Court (‘AYM’), in its decision dated 03.06.2025 and numbered 2024/157 E., 2025/121 K., found the provision in paragraph 15 of Article 3 of the Labour Courts Law No. 7036, which requires both employers to jointly apply to a mediator in a principal employer –subcontractor relationship, requiring both employers to jointly participate in mediation when filing a claim for reinstatement, as unconstitutional. The Court emphasised that this rule disproportionately restricts the employee’s right of access to the courts and that the requirement of joint application as a condition for filing a lawsuit imposes a heavy burden on the employee.
While acknowledging that the rule’s aim of preventing issues of party status and involving the principal/subcontractor in the mediation process is legitimate, the Constitutional Court stated that this aim could be achieved by less restrictive means without limiting the worker’s freedom to seek their rights. The Court emphasised that the obligation to investigate the principal employer-subcontractor relationship, to which the worker is not a party, and to include both employers in the mediation process constitutes a heavy burden, and that this situation disproportionately restricts the right of access to the courts for workers seeking reinstatement.
The ruling concluded that a reasonable balance between the public interest and the individual interest of the employee could not be established. Therefore, it stated that the regulation in question violated Articles 13 and 36 of the Constitution and should be repealed.
NEWS FROM AROUND THE WORLD
Can Arriving at Work Very Early Be Grounds for Dismissal?
In a recent labour dispute in Spain, an employee who continued to arrive at work approximately 40 minutes before the start of their shift for a long period of time was deemed by the employer to be in breach of workplace rules and working hours. Despite repeated warnings, the behaviour continued and the employment contract was terminated.
The court did not frame the dispute in terms of the employee’s ‘diligence’ but rather as a failure to comply with the employer’s clear instructions regarding working hours and the resulting damage to workplace organisation and trust, and found the termination to be lawful. The ruling emphasised that it was not the employee’s early arrival alone but their insistence on continuing to do so despite instructions that was decisive.
GRC LEGAL Comment: Today’s working relationships are evolving towards a structure based on clear rules and instructions, while preserving the concepts of belonging and ethical culture. This decision shows that the principle of job definition and compliance with employer instructions is decisive, rather than perceptions of ‘diligence’ or ‘sacrifice’.
Former Employee Caught Using ‘Key Jamming’ to Appear as if Working from Home!
A former police detective in the United Kingdom faced serious disciplinary action for his behaviour, which was found to have created the impression of constant activity in the system by holding down a single key on the keyboard (‘key jamming’) to appear as if he was active while working from home. The court proceedings determined that the former detective used this tactic in 38 separate instances between 3 December 2024 and 13 January 2025, and that he was not actually working for approximately 45 hours out of his 85 hours of logged activity on the system. This method created the impression that the employee was constantly active on the system. However, the monitoring and analysis tools used detected this artificial activity, leading to the initiation of disciplinary proceedings.
As a result, although the employee resigned in May 2025, the disciplinary panel announced that he would be dismissed for ‘gross misconduct’ and permanently barred from the police profession.
GRC LEGAL Commentary: This incident demonstrates that the balance between monitoring and trust in remote working relationships is increasingly being addressed in court rulings. The proliferation of remote working necessitates employers to monitor performance and participation through technology; at the same time, employees’ misuse of these systems can lead to serious legal and disciplinary consequences. This case demonstrates that creating a ‘false appearance’ at work is unacceptable not only ethically but also in terms of legal and professional responsibility.
Use of Artificial Intelligence in the Workplace and the Works Council Consultation Obligation
In a recent labour law dispute in France, a company’s decision to begin using artificial intelligence-based software in the workplace in a ‘pilot/trial’ phase was brought before the courts on the grounds that the necessary consultation process with the works council had not been carried out. The employer argued that the artificial intelligence tools in question had not yet been definitively implemented and were only being used for experimental purposes, and therefore the consultation obligation did not arise.
It should be noted here that the Works Council is a body of employee representatives elected at the workplace, which enables employees to be collectively represented vis-à-vis the employer under European labour law.
The Nanterre Court found that, in the specific case, the artificial intelligence applications had been used by a large number of employees for months, that training had been provided to employees for some software, and that these tools directly affected the daily workflow. The court ruled that, under these circumstances, the process could not be considered a simple trial; it had to be considered to have been implemented. Therefore, the court found that the implementation of AI tools without consulting the works council was unlawful and ordered the project to be suspended until the consultation process was completed and the employer to pay compensation.
GRC LEGAL Comment: This decision clearly demonstrates that labelling artificial intelligence applications as ‘pilot’ or ‘trial’ in the workplace is not, in itself, decisive in terms of labour law. Today, artificial intelligence systems have become tools that directly affect how employees work, how their performance is evaluated, and how work is organised. Based on this reality, the court focused on the actual impact; it did not accept that artificial intelligence projects with concrete effects on employees should be excluded from the consultation obligation.
This approach is a natural consequence of the works council structure, which is a strong employee representation mechanism, particularly in France and similar European countries. In Turkey, however, there is no similar institutional structure with mandatory consultation rights prior to employer decisions specific to artificial intelligence or digital workplace applications.