CORPORATE NEWSLETTER – MARCH 2026
REGULATORY CHANGES
Default Interest Rate for the Supply of Goods and Services Updated
Pursuant to the Central Bank of the Republic of Turkey Circular published in the Official Gazette of the Republic of Turkey on January 2, 2026, the default interest rate applicable to commercial transactions involving the supply of goods and services under the Turkish Commercial Code has been revised, effective as of January 1, 2026.
In this context, if the parties have not agreed on a default interest rate or if the relevant provision in the contract is deemed invalid, the statutory default interest rate applicable to late payments to the creditor has been set at 43% per annum. Given the high rate established, companies must ensure that provisions regarding default interest in their contracts are clearly and validly stipulated, and must take into account that they may otherwise be subject to the statutory rate.
Regulation on the Employment Protection Support Program Published
The Ministry of Labor and Social Security, the Ministry of Industry and Technology, and KOSGEB, in collaboration, published the Regulation on the Implementation of the Employment Protection Support Program in the Official Gazette dated March 3, 2026, thereby bringing into effect a support program aimed at protecting and increasing employment in the manufacturing industry sectors.
Under this regulation, support will be provided per employee in 2026 to businesses that maintain the average monthly number of contribution days from the November-December 2025 period. The following points are particularly noteworthy:
Businesses operating in specific sectors such as textiles, apparel, leather and related products, and furniture manufacturing will receive monthly support of 3,500 TL per protected employee.
For other manufacturing industry businesses classified as SMEs, the support amount will be calculated based on the credit utilized by the business and the earnings amount based on the November-December 2025 contribution period.
Support payments may be made through offsetting against tax and SGK debts.
Under the program, businesses may submit payment requests by March 31, 2027, at the latest.
Thus, the regulation encourages companies to maintain their employment levels while also clarifying the program’s administrative processes, application and evaluation procedures, and payment principles.
Threshold Values for Companies Subject to Independent Audit Have Been Updated
Pursuant to the Decision Amending the Decision on the Determination of Companies Subject to Independent Audit, published in the Official Gazette dated March 17, 2026, the criteria for companies subject to independent audit have been updated for financial periods beginning on or after January 1, 2026.
Under this amendment, companies not listed in Lists (I) and (II) that exceed the threshold value of at least two of the following three criteria in two consecutive fiscal periods will be subject to independent audit:
Total assets: 500 million TL
Annual net sales revenue: 1 billion TL
Number of employees: 150
Additionally, the following companies have been added to List (I):
Public economic enterprises and their subsidiaries operating under Decree-Law No. 233 on Public Economic Enterprises,
Companies established domestically under the Natural Gas Market Law No. 4646 in which public economic enterprises hold more than 50% of the capital.
In this context, the requirement to appoint an independent auditor has been narrowed for companies not included in Lists (I) and (II) due to the increase in threshold values. It is of great importance for companies to fulfill their obligation to appoint an independent auditor by taking the new threshold values into account for financial periods beginning on or after January 1, 2026.
Scope of the Exemption and Deduction Certification Report Clarified
Pursuant to the General Circular No. 49 of the Law on Certified Public Accountants and Certified Public Accountants (No. 33123) published in the Official Gazette of the Republic of Turkey on December 30, 2025, the ability of income and corporate tax payers to benefit from certain exemptions, deductions, and applications included in their tax returns are now subject to the condition of submitting a certification report prepared by a certified public accountant.
Following clarifications made regarding uncertainties arising in practice, the scope of this obligation has been clarified; it has been stated that the certification requirement applies only to taxpayers who derive commercial, agricultural, or freelance income and who prepare their annual income tax returns using the Tax Return Preparation Program. Conversely, it has been explicitly stated that there is no certification requirement for income tax taxpayers who derive income from wages, rent, capital gains, or capital appreciation and who are not subject to bookkeeping obligations.
Furthermore, it has been emphasized that the certification requirement is not a general obligation covering all exemptions and deductions listed in the return, but is limited solely to the exemptions, deductions, and applications specifically enumerated in the Circular. In this context, it has been specifically noted that the individual insurance premium deduction and the education and health expenditure deduction, which are applied pursuant to Article 89 of the Income Tax Law, do not fall under the scope of the aforementioned certification requirement. These explanations demonstrate that the scope of the certification requirement must be interpreted narrowly, making it particularly important for taxpayers deriving commercial and self-employment income to accurately determine which exemptions and deductions are subject to certification.
COURT DECISIONS
Decision of the 9th Civil Chamber of the Supreme Court Regarding Termination Based on the Violation of Privacy and Unauthorized Review of Messages
In its decision dated January 12, 2026, Case No. 2025/9161 E., 2026/2 K., the Supreme Court of Appeals, 9th Civil Chamber, made significant assessments regarding the termination of an employment contract and the protection of personal data and privacy.
The plaintiff, who worked as an environmental engineer from March 12, 2015, to July 16, 2020, alleged that the employer seized his company phone, read his messages without permission and used them as grounds for termination, and forced him to work under the threat of dismissal. Additionally, the plaintiff sought claims for seniority and notice pay, annual leave pay, bonuses, the minimum subsistence allowance, as well as claims for bad faith and moral damages.
The Court of First Instance ruled that the termination was unjustified, ordering payment for unused annual leave and granting the claim for moral damages; the Regional Court of Appeal dismissed the appeal on its merits and upheld the decision. The Supreme Court also determined that the decision was appropriate both procedurally and substantively and issued a decision upholding it.
The decision is significant in that it demonstrates that employers cannot create grounds for termination by interfering in employees’ private lives and that the protection of personal data and the privacy of private life must be taken into account in terminations.
Constitutional Court Ruling on the Process of Expelling a Partner from a Two-Partner Limited Liability Company
The Constitutional Court’s decision dated December 25, 2025, No. E.2025/128, K.2025/273, was published in the Official Gazette of the Republic of Turkey on March 17, 2026. Pursuant to this decision, the provision in Articles 616 and 621 of the Turkish Commercial Code—which requires the removal of a partner from the company to be approved by a qualified majority at the general meeting—has been annulled for two-partner limited liability companies.
Under the aforementioned provision, the removal of a partner from the company requires both at least two-thirds of the votes represented at the general meeting and a simple majority of the paid-in capital. However, due to the inherent structure of the voting balance among partners in two-partner limited liability companies, securing this required majority is often impossible; this situation effectively prevents the expulsion of a partner from the company even in cases where justifiable grounds exist. In practice, this situation has been observed to lead to unresolved disputes among partners and negatively impact the sustainability of the company’s operations.
In evaluating the relevant regulation, the Constitutional Court notes that this structural impasse arising in two-partner companies renders the partners’ ability to assert their rights by appealing to judicial authorities ineffective. In this context, the Court determines that the failure to permit the removal of a partner from the company despite the existence of just cause constitutes an unreasonable restriction on the right to an effective remedy and the freedom of enterprise. Furthermore, it is emphasized that under the current system, the removal of a partner is often possible only indirectly through the dissolution of the company, a course of action that yields more severe consequences for the company’s continuity.
This decision constitutes a significant intervention addressing a structural issue that has long been a subject of debate, particularly in two-partner limited liability companies. In this context, allowing for the removal of a partner from the company when justifiable grounds exist is regarded as a notable development in terms of ensuring the company’s continuity and preserving the balance of interests among partners. However, the practical implications of the annulment decision, as well as any potential legislative amendments that may be made by the legislature, must be closely monitored.
Constitutional Court Decision on the Liability of Legal Representatives for Public Debts
In its decision dated November 26, 2025, No. 2025/55 E., 2025/240 K., the Constitutional Court ruled on the provision added to Article 35(1) of the Law on the Collection Procedures for Public Debts No. 6183 of July 21, 1953 , specifically the phrase “Legal entities…” in paragraph (1) of the repeated Article 35, added by Article 11 of Law No. 4108 dated May 25, 1995, does not violate the Constitution with respect to the liability of legal representatives.
The decision emphasized that the provision in question provides for the collection of public debts that cannot be collected or are determined to be uncollectible from legal entities through the personal assets of their legal representatives; it was underscored that this liability is of a secondary nature and that collection efforts are first directed toward the legal entities themselves. Furthermore, it was noted that legal representatives have the right to seek reimbursement from the principal debtor for the amounts they have paid, and it was stated that the restriction is appropriate and proportionate in the public interest.
The Court ruled that the matter of under what circumstances, through which process, and by what procedure a legal representative is held liable is regulated in a manner leaving no room for doubt, and that the rule meets the requirements of legality. Furthermore, it was emphasized that the rule does not impose an excessive burden on the right to property and that a reasonable balance is maintained between the collection of public claims and personal rights. In this context, it was concluded that the rule, which provides for the collection of public claims from legal representatives when such claims cannot be collected from legal entities, does not violate Articles 13 and 35 of the Constitution.
The decision serves as an important guide in practice regarding the limits of legal representatives’ liability obligations, procedures for the collection of public debts, and the assurance of legal certainty. In practice, when handling cases involving uncollected public debts, the period of liability for legal representatives, their avenues for intervention, and their rights of recourse must be carefully evaluated.
The Competition Authority’s Decision on the Individual Liability of Managers in Competition Violations
According to the Competition Authority’s decision dated November 6, 2025, No. 25-41/1016-582,; One of the frequently discussed issues in the application of competition law is whether only undertakings or also the natural persons involved in such violations can be held liable. Under the relevant legislation, it is possible to impose penalties on managers and employees found to have had a decisive influence on a competition violation, up to a certain percentage of the administrative fine imposed on the undertaking. In the decision under review, it is evident that the Board directly exercised this authority in the specific case. In this context, in addition to imposing an administrative fine on the undertaking, an administrative fine at the maximum rate was also imposed on a manager assessed to have been effective in the formation and continuation of the violation.
The decision includes findings that the individual in question organized the implementation of practices restricting competition, ensured the continuity of these practices, and established mechanisms that served as guiding and coercive tools over other undertakings. These factors were assessed as the fundamental elements demonstrating the individual’s decisive influence on the violation.
This decision clearly demonstrates that liability for competition law violations is not limited solely to legal entities. In this context, it is once again emphasized that executives and employees in key decision-making positions must exercise the utmost care regarding compliance with competition rules.
NEWS FROM AROUND THE WORLD
Weekly 40-Hour Workweek Gains Constitutional Protection in Mexico
In Mexico, one of the most notable labor law developments in March was the constitutional re-establishment of the weekly workweek. With the constitutional amendment published on March 3, 2026, Article 123 of the Mexican Constitution was amended to set the weekly workweek at 40 hours. The same provision also stipulates that employees must be granted at least one fully paid day off after every six days of work.
One of the most significant aspects of the reform is that its implementation is designed to be phased. According to official statements, 2026 is designated as a transition period, with the weekly workweek set to decrease to 46 hours in 2027, 44 hours in 2028, 42 hours in 2029, and 40 hours in 2030. This provides employers with a phased adjustment period to review their shift structures, workforce planning, and operational arrangements.
Mexican authorities also specifically emphasize that this change will not result in a reduction in wages or benefits. According to statements from the Ministry of Labor, the reform reduces working hours while maintaining wages and establishes clearer limits on overtime. In this regard, the reform signifies not only a reduction in working hours but also the establishment of a new balance between employee well-being and workplace organization.
The Deepfake Threat in the Workplace: Employer Responsibilities and the Right to Terminate
Fake images, videos, and audio content created using artificial intelligence (deepfakes) have emerged as a new workplace risk targeting not only public figures but also employees. In a recent legal analysis published in Germany, the employer’s duty of care and potential sanctions against the employee responsible are addressed when deepfake content arises within the context of an employment relationship.
According to the analysis, the employer must take immediate action upon becoming aware of a deepfake incident. This includes preventing the spread of the content, protecting the victimized employee, removing the perpetrator from the workplace, and initiating disciplinary proceedings where necessary. Otherwise, the employer may face claims for both material and moral damages from the victimized employee.
On the other hand, the production or dissemination of deepfake content of a sexual or degrading nature targeting coworkers may constitute grounds for immediate termination without prior warning. In cases where the perpetrator cannot be definitively identified, a termination based on reasonable suspicion may be considered, provided there is strong suspicion, a proper internal investigation, and the opportunity for the employee to defend themselves.
The assessment also emphasizes that employers must establish clear internal rules regarding the use of artificial intelligence, create processes for the preservation of digital evidence, and clarify in advance which behaviors will result in labor law sanctions.
The Era of Equality Action Plans in the United Kingdom
In the United Kingdom, with the guidance published on March 4, 2026, a new era regarding gender equality begins for employers. In the current system, where reporting on the gender pay gap is mandatory for employers with 250 or more employees, “equality action plans” will now also be required.
According to the guidance, employers will be able to voluntarily publish an equality action plan as of April 2026; it is expected that publishing these plans will become mandatory starting in the spring of 2027. With this regulation, employers are expected not only to explain the pay gap but also to outline concrete and measurable steps to reduce it.
Equality action plans are expected to cover two key areas. The first involves analyzing the causes of gender-based pay gaps and identifying actions to reduce them. It is not considered sufficient for employers to merely provide general commitments in this context; they are expected to examine the structural factors contributing to the pay gap (such as role distribution, work arrangements, and career progression) and develop targeted measures.
The second key area is support for employees going through menopause. The guidelines encourage employers to develop meaningful and accessible support mechanisms for employees navigating the menopause process. In this regard, the regulation demonstrates the adoption of a more inclusive and employee-centered approach in workplace policies.
Additionally, the guide emphasizes that gender should not be considered in isolation; it highlights the importance of evaluating it alongside other factors such as ethnic origin, disability status, and socioeconomic background. This approach requires employers to conduct more detailed data analysis and address equality policies in a multidimensional manner.
This development signals a significant paradigm shift in the field of labor law and compliance in the United Kingdom. In this new era, employers are expected not only to disclose data but also to demonstrate the actions taken based on this data and the impact of those actions.
HUMAN RESOURCES CORNER
Probationary Period in Employment Contracts; Scope and Principles of Application
The probationary period is an initial phase established to allow both the employee and the employer to assess whether the employment relationship is suitable for them. This institution is regulated under Article 15 of the Labor Code No. 4857 (“Labor Code”) and grants the parties the ability to terminate the employment contract under more flexible conditions.
For the probationary period to be applicable, a clear provision must first be included in the employment contract. In other words, the probationary period does not arise automatically; the parties must have agreed on this matter, and this agreement should ideally be documented in writing. In practice, documenting the probationary period in writing is of great importance for the sake of ease of proof.
Under the Labor Code, the probationary period may be set for a maximum of two months. However, this period may be extended up to four months through a collective bargaining agreement. These specified periods are maximum limits; the parties may agree on a shorter probationary period.
During the probationary period, the parties may terminate the employment contract without a notice period or the obligation to pay severance pay. Nevertheless, the employee’s wages and other entitlements for the days worked (such as overtime pay or weekend pay) remain intact and must be paid in full. The probationary period does not constitute a period during which the employee may be employed without social security coverage; the employee must be registered as insured from the moment they begin work.
In conclusion, while the probationary period provides the parties in the employment relationship with an “adjustment and evaluation” period, for this period to be valid, it must be explicitly agreed upon in the contract, comply with statutory time limits, and ensure the protection of the employee’s fundamental rights. In this context, it is crucial for employers to maintain clear and written records of the probationary period and manage this period in accordance with the law in practice.