Factoring Law and Regulations

Yazı Boyutu


Law No: 6361
Date of Admission: 21/11/2012

                                                                                           FIRST PART
                                                                                      General provisions

                                                                                            FIRST PART
                                                                              Purpose, Scope and Definitions

Goal


ARTICLE 1- (1) Purpose of this Law; the organization and working principles of financial leasing, factoring and financing companies operating as financial institutions and arranging the principles and procedures regarding financial leasing, factoring and financing contracts.

Scope

Article 2 (1) installation in Turkey, leasing, factoring and consumer finance companies are subject to the provisions of this Act.
(2) Factoring transactions made by banks and financial leasing transactions made by participation banks and development and investment banks are subject to the provisions of this Law.
(3) The provisions of this Law regarding financial leasing transactions do not apply to operational leasing transactions made by financial leasing companies.
(4) Provisions in other laws relating to the leasing of housing to consumers through financial leasing and the financing activities of financing companies are reserved.
(5) For airline companies operating passenger and cargo transportation, air transport vehicles, engines and their accessories and parts thereof; leasing transactions from abroad for a period of at least two years based on the leasing agreement by the companies, institutions and leasing companies which have leasing authority in accordance with the legislation of the country of establishment shall not be subject to the provisions of this Law is considered as financial leasing within the scope of
(6) In cases where there are no provisions in this Act, the general provisions apply.

Definitions

ARTICLE 3- (1) In the application of this Law;
a) Association: Association of Financial Leasing, Factoring and Financing Companies,
b) Operating lease: Leases other than finance leases,
c) Invoice: Invoices and invoices issued in accordance with the Tax Procedures Law dated 4/1/1961 and numbered 213,
ç) Financial leasing: Transfer of the property of a property to the lessee at the end of the lease term for the purpose of financing by the lessor authorized under this Law or related legislation, based on a lease contract; the right of the lessee to purchase a lower rate at the end of the lease period than the fair value of the goods; the lease term includes any part of the economic life of the asset that is greater than 80 percent of the economic life or that the sum of the present value of the rent payments to be made under the lease constitutes a value greater than ninety percent of the fair value of the good,
d) Lessor: Participation banks, development and investment banks and financial leasing companies,
e) Tenant: accepting financial lease,
f) Control: a legal entity; whether the majority of the members of the board of directors have the right to vote or to appoint a majority of the members of the board of directors in any form, either directly or indirectly, without having to own at least fifty percent of the capital, or in possession of privileged shares, the possession of the power to receive the task,
g) Board: Banking Regulation and Supervision Agency,
ğ) Institution: Banking Regulation and Supervision Agency,
h) Shareholders' Equity: The balance obtained by deducting the net loss for the period, previous years loss and other items to be determined by the Board, if any, from the sum of paid-in capital, capital reserves, profit reserves, net profit for the period, profit for the previous years and other items to be determined by the Board. similar debts,
i) Company: established in Turkey leasing companies, factoring companies and financing companies,
i) Branch: Any workplace that constitutes a dependent part of the company and which makes all or part of its activities on its own.


SECOND PART
Follow-Up Actions

                                                                     FIRST PART
                                                      Foundation and Activity Permits

Establishment permit


Article 4 (1) Turkey determined to allow the company to establish the conditions prescribed in this Law, provided that the Board rather than the introduction of at least five members will be given the vote in the same direction.
(2) The procedures and principles regarding the applications to be made for permission and the granting of the permission shall be determined by the regulation to be issued by the Board.

Establishment conditions

Article 5 (1) of a company to be established in Turkey;
a) Establishment as a joint stock company and the number of founding partners is not less than five,
b) The issuance of cash dividend share certificates and the complete written statement of the shareholders,
c) the presence of one of the words "Finance Leasing Company", "Factoring Company" or "Finance Company" in the trade name,
ç) Having the conditions set forth in this Blood of the Founders,
d) The members of the board of directors have professional experience to carry out the qualifications and planned activities stated in the corporate governance provisions of this Law,
e) At least twenty million Turkish Liras of the capital paid in cash from the cash and any kind of collusion,
f) that the Articles of Association comply with the provisions of this Law,
g) To have a transparent and open partnership structure which will not hinder the effective supervision of the Agency,
ğ) Presenting an activity program showing the business plans for the envisaged activity subjects, the projections related to the financial structure of the company, the budget plan and the structural organization for the first three years,
It is essential.
(2) The Board is authorized to increase the minimum paid-up capital amounting to Turkey every year, the annual producer price statistics released by the Authority in order to exceed the amount required by the rate of increase in the index.

Requirements for founders
ARTICLE 6- (1) The Company's founding shareholders;
a) No failure to comply with the provisions of the Execution and Bankruptcy Law or other legislation dated 9/6/1932, 2004, the declaration of concordat, the application for restructuring by consensus has not been approved or the decision of postponement of bankruptcy has not been given,
b) Having or not having a direct or indirect share of ten percent or more in the banks transferred to the Savings Deposit Insurance Fund before the application of the Article 71 of the Banking Act dated 19/10/2005 and the enforcement of this Law,
ç) Even if they have been forgiven, even if they have been forgiven except for offenses, Turkish Penal Code No. 765 of 1/3/1926 and heavy imprisonment or more than five years imprisonment pursuant to other laws, Turkish Penal Code No. 5237 of 26/9/2004 and others in accordance with the provisions of the Law on the Banks Act No. 3182 dated 25/4/1985 and the Law No. 4389 dated 18/6/1999 of this Law, the Law No. 5411 and the Law dated 28/7/1981 To abstain from the provisions of the Capital Markets Law No. 2499 and the provisions of the Law No. 765, Law No. 5237 or other laws against the provisions of the legislation that require the imprisonment of the legislation on lending business or simple or qualified embezzlement, embezzlement, extortion, bribery, theft, fraud, forgery, , with blatant crimes such as bankruptcy, bankruptcy, and smuggling crimes against trafficking offenses, crimes against trafficking, official tenders and trades, misappropriation of property values ​​arising from the crime or crimes against the person of the State against the personality of the sovereignty and the dignity of the organs, crimes against the security of the State and the functioning of the Constitutional system and the national defense, Crimes against state secrets and from espionage, alienation against state secrets
crimes against the relations with the States, crimes within the scope of the Anti-Terrorism Law dated 12/4/1991 and numbered 3713, and the absence of convicts for tax evasion or participation in such offenses,
d) To have financial power and reputation at the level that can cover the amount of capital they commit,
e) If the partnership structure is transparent and open in case of being a legal person,
f) To have the honesty and competence required by the job,
It is essential. established by international agreements to which Turkey is a party to this article regarding the multilateral credit organizations and financial institutions, (b) and (c) shall not apply.
(2) It is compulsory for the shareholders of ten percent or more of the shares of the legal entity founding shareholders of the Company to bear the conditions listed in the first paragraph of the shareholders or the real persons and legal entities holding control.
(3) Real persons or legal entities holding ten percent or more of shares in the company's capital or holding control of the company and real persons or legal entities holding or controlling ten percent or more of the shares in the capital of legal entities holding ten percent or more of shares in the company's capital (d) in the event that they lose the qualifications set out in the first paragraph, except for their own, the shares of such persons shall be transferred within six months in such a way as to bring them in accordance with the provisions of this Article. The number of voting rights that fall on the shares to be transferred in the said period shall be determined by the Board.

 

Activity permit ARTICLE 7 - (1) The company that receives the establishment permission in the framework of Article 4 must obtain permission from the Board separately. Activity permits issued by the Board are published in the Official Gazette. (2) In case that the establishment permit is taken by unreasonable declarations, the application is rejected within six months following the establishment permission, the declaration of abandoning the establishment permission, the conditions sought at the time of permission are lost until the operation is over, the establishment permits are canceled by the Board. (3) In order for the company that has obtained the establishment permission to pass the activity; a) The capital is in a level that is paid in cash and can carry out the planned activities, b) Submission of a document stating that the entry fee of the system, which is 5 per cent of the minimum capital stated in the 5 th article by the Founders, has been deposited in the accounting units affiliated to the Ministry of Finance to record income on the general budget, c) Establishment of appropriate service units and internal control, accounting, information processing and reporting systems, sufficient personnel cadres have been established for these units and personnel's duties and responsibilities have been determined, ç) The fact that the managers have the qualifications stated in this Law,


must.
(4) Subject to the installation partners all leasing companies in Turkey institutions and activities without obtaining permission only leasing company to lease a ship can be established. The companies to be established in this respect are not subject to the provisions of the provisions of this Law.
(5) The procedures and principles concerning the application of this substance shall be determined by the Board.

branches

ARTICLE 8- (1) The opening of the branch of the company in the country or abroad is subject to court. The company can not go out of the branch offices and can not provide agency under any name.
(2) Procedures and principles regarding the qualifications of the branches and the visa are determined by the Board.

Jobs and transactions that the company can not do

ARTICLE 9 - (1)
a) It can not operate outside its core business.
b) may not use cash loans, except for cash loans, which are provided on a contractual basis with the customers and which are paid in such a manner as to not exceed one percent of the paid-up capital in order to provide additional financing to the customers as part of the transaction. The Board is authorized to reduce this rate by zero or increase it by five percent of the capital invested or to differentiate on a company basis.
c) Guarantees and sureties given on the condition that it is limited to the operations of the main business activity, the persons holding or controlling ten percent or more of the capital on behalf of the partners, and the partnerships in which ten percent or more of the capital is owned or controlled by the capital shall not exceed twenty percent of the paid capital guarantee, guarantee and guarantee letter except the guarantees and guarantees given. The Board is empowered to reduce this rate by five percent or increase it by twenty-five percent, or on a company-by-company basis.ç) According to the Law No. 2499, the Bank can not collect money for deposits or under any other name, except for issuing securities, borrowing money from international markets, providing funds from partners and partners, banks, money markets and organized markets within the framework of general principles.
(2) Factoring company can not transfer or take over receivables due to sales of goods or services that can not be proved in the framework of the procedures and principles determined by the Board, and receivables that can not be confirmed by invoices originating from the sale of goods or services, even if they are based on exchange notes under the procedures and principles determined by the Board. The total amount of partial assignments made to multiple factoring companies based on the same invoice can not exceed the invoice amount.
(3) The person referred to him by the foreign exchange in case of a foreign exchange's turnover to the factoring company can not proceed against the defective factoring company based on the direct relationship between one of the former owners and the former, Well, even if the factoring company acquires the foreign exchange, you have moved to the detriment of the borrower.
(4) Financial leasing companies are subject to financial leasing or activity leasing transactions, provided that provisions related to insurance legislation are reserved, the guarantees received and the property leased to them within the scope of these transactions; financing companies are not brokered to make insurance contracts related to businesses that fall into the scope of occupation that cover all types of insurance that will cover all goods or services that are credited to goods or services, the guarantees of the creditors and real or legal persons who purchase the goods or services that are credited, they can not engage in insurance transactions.


SECOND PART
Provisions of the Articles of Association

Amendments to the Articles of Association

ARTICLE 10- (1) The Agency shall be informed before the amendments to be made in the Company's articles of incorporation. If the Authority does not give a negative opinion within fifteen working days regarding the amendments to the articles of association, these amendments are taken to the General Assembly agenda of the companies and the Agency is informed accordingly.
(2) The company's main contracts are published on the corporate website at the latest. The main contracts must be updated within ten business days of the date on which the changes are made.
(3) It is obligatory for the Company to notify the Authority of the address changes within fifteen business days of the date of the change.
(4) The procedures and principles for the implementation of this substance shall be determined by the Board.

Acquisition and transfer

ARTICLE 11- (1) Share transfers that result in the acquisition of shares representing one percent or more of a company's capital, or a change in the control of the company, subject to the permission of the Board.
(2) The establishment, transfer or new privileged share issuance of shares giving preference to members of the Board of Directors is subject to the Board's permission irrespective of the proportional level in the first place.
(3) Share transfers that result in ten percent or more of the control of the legal entities having a share above the Company's capital are subject to the permission of the Board.
(4) It is a must that the qualifications required for the founders to acquire the share in the transfer of shares subject to approval are required.
(5) The share transfers that lead to the share transfers and the number of the shareholders whose number is less than five are subject to permission and can not be registered in the share register. Registrations made to the share book contrary to this provision are null and void.
(6) The procedures and principles for the implementation of this substance shall be determined by the Board.


SECOND PART
Provisions of the Articles of Association

Amendments to the Articles of Association

ARTICLE 10- (1) The Agency shall be informed before the amendments to be made in the Company's articles of incorporation. If the Authority does not give a negative opinion within fifteen working days regarding the amendments to the articles of association, these amendments are taken to the General Assembly agenda of the companies and the Agency is informed accordingly.
(2) The company's main contracts are published on the corporate website at the latest. The main contracts must be updated within ten business days of the date on which the changes are made.
(3) It is obligatory for the Company to notify the Authority of the address changes within fifteen business days of the date of the change.
(4) The procedures and principles for the implementation of this substance shall be determined by the Board.

Acquisition and transfer

ARTICLE 11- (1) Share transfers that result in the acquisition of shares representing one percent or more of a company's capital, or a change in the control of the company, subject to the permission of the Board.
(2) The establishment, transfer or new privileged share issuance of shares giving preference to members of the Board of Directors is subject to the Board's permission irrespective of the proportional level in the first place.
(3) Share transfers that result in ten percent or more of the control of the legal entities having a share above the Company's capital are subject to the permission of the Board.
(4) It is a must that the qualifications required for the founders to acquire the share in the transfer of shares subject to approval are required.
(5) The share transfers that lead to the share transfers and the number of the shareholders whose number is less than five are subject to permission and can not be registered in the share register. Registrations made to the share book contrary to this provision are null and void.
(6) The procedures and principles for the implementation of this substance shall be determined by the Board.


THIRD PART
Merger, Transfer, Split and Liquidation

Merger, transfer, division and liquidation

ARTICLE 12- (1) Merger, transfer and division of the company is subject to general provisions provided that permission is obtained from the Board. The procedures and principles for granting leave are determined by the Board.
(2) The General Provisions shall apply in case of liquidation and liquidation of the Company, provided that the Board obtains the appropriate opinion. In case the liquidation process of the company is deemed necessary, it may be audited by the Institution.

THIRD PART
Corporate Governance

FIRST PART
Managers

Members of the board of directors, general manager and assistant general manager

ARTICLE 13- (1) The structures, processes and principles related to corporate governance shall be determined by the Board with the opinion of the Association.
(2) The board of directors of the company shall not be less than three persons including the general manager. The general manager is the natural member of the board of directors. The members of the board of directors, general manager and assistant general managers must carry the conditions laid down in subparagraphs (a), (b), (c) and (c) of the first paragraph of 6th Article. In this case, the professional experience requirement for the general manager is also sought for one more than half of the board members.
(3) The general manager of the company must have at least seven years of experience and the deputy general manager must have at least five years of professional experience in business or finance and must also have studied at undergraduate level.
(4) Even if they are employed with other titles, the other managers who work in positions equal to or higher than the assistant general manager in terms of authority and duty are subject to the provisions related to the assistant general managers of this law.

(5) The procedures and principles regarding the appointment and selection of the members of the board of directors, general manager and general manager shall be determined by Board.

SECOND PART
Financial Reporting

Internal system, accounting, reporting and independent audit

ARTICLE 14- (1) The Company shall; to establish and operate an adequate and efficient system in accordance with the changing conditions, monitoring the risks that it is exposed to, ensuring the control, conformity with the structure and scope of its activities.
(2) The Board is authorized to determine the procedures and principles regarding the operation of the system and to take all kinds of precautions about the companies whose system is found to be insufficient and ineffective.
(3) the Company; To properly account for all transactions within the framework of the procedures and principles set by the Board of Public Oversight, Accounting and Auditing Standards in a timely and correct manner, in a form and in a format that can meet the need for information, in an understandable, reliable and comparable manner, it is difficult.
(4) Company, form and scope The financial statements and statistical information determined by the Authority shall be submitted to the Authority within the required time and methods.
(5) The independent audit of the company is carried out within the framework of the Decree Law No. 660 dated 26/09/2011 on the Organization and Duties of the Public Oversight, Accounting and Auditing Standards Authority. The independent audit reports issued shall be sent to the Authority within the framework of the procedures and principles determined by the Board.

Protective arrangements


ARTICLE 15- (1) The Board is authorized to make necessary arrangements and to take all kinds of measures about the risks and risks of the companies by determining the limits and standard ratios between the activities and equities of the companies for the purpose of determining, analyzing, monitoring, measuring and evaluating the risks. The Company is obliged to comply with the regulations, to calculate the defined limits and standard ratios, to fix them and to implement them and to take and implement the measures required by the Authority within the determined periods.
(2) If the thresholds for the limits and standard rates to be determined in accordance with this Law are reached or exceeded, the concerned company must immediately inform the Authority.
(3) In the event that the limitations and ratios associated with a certain rate of equity due to declines in own funds and the occurrence of overrights and requirements are required, such overruns shall be settled within the time specified by the Authority. Provisions relating to administrative penalties of this Law shall not apply within the period specified for the remedies.

Provisions

ARTICLE 16- (1) The Company is obliged to reserve provisions within the framework of the procedures and principles determined by the Board in order to meet the losses that are expected to arise from their receivables arising from their transactions but whose amount is not definite.

Supervision, supervision and information

ARTICLE 17- (1) The supervision and supervision of the Company within the scope of this Law shall be carried out by the Authority.
(2) Institution; all books, records and documents, whether secret or not, including their tax-related records, are to be examined by the Company, its shareholders, the partnerships controlled by the Company and their branches and other related real persons and legal entities, providing the desired information and having the books, records and documents ready to be examined, opening up the entire information processing system to the professional staff who carry out on-site audits in accordance with the auditing purposes,


documents and cursors to which they are obligated to provide and maintain, and records of microfiche, microfilm, magnetic tape, floppy disks and similar media related to the information they are obliged to give, and all systems and passwords necessary for making access to or access to these records legible and to operate it.
(3) Notwithstanding any prohibitive or restrictive provisions in special laws, public institutions and organizations shall be governed by the Law of the Republic of Turkey under the provisions of this Law limited to the assigned tasks, shall furnish all kinds of information and documents requested in a suitable time and place, either continuously or individually.
(4) On-the-spot inspections of the activities of the Company are carried out by the professional staff authorized to carry out inspections on-site. The company, its partners, the partnerships controlled by the company and other related real and legal persons are obliged to provide all kinds of information and documents required by the professional staff authorized to carry out on-site audits, to present the books and documents and to keep them ready for review.

FOURTH PART
Provisions Related to Contracts

FIRST PART
Financial Leasing

Financial leasing agreement


ARTICLE 18- (1) Financial leasing agreement; the lease is a contract that allows the tenant to leave the tenancy of the rented property to the tenant for all sorts of benefits in the form of a third party or personally purchased or otherwise acquired or otherwise possessed by the tenant.

The subject of the contract

ARTICLE 19- (1) Movable and immovable property may be the subject of the contract. Intellectual and industrial rights such as patents can not be the subject of this contract, except for reproduced copies of computer software.
(2) Regardless of the nature of the add-on parts or add-ons, any property that maintains its original quality may be the subject of a lease contract alone.

Financial lease

ARTICLE 20- (1) The lease term and the payment periods are determined by the parties. The lease payments may be collected starting from the contract date, even if the contract item is not yet manufactured or delivered to the tenant, provided that it is clearly stated in the contract. Unless otherwise stated in the contract, the contractual matter must be delivered to the tenant within two years of the contract date.

Foreign financial leases

ARTICLE 21- (1) The lease agreements to be made from abroad are registered by the Union. (2) Procedures and principles regarding the financial lease to be made from abroad shall be determined by the Association by taking appropriate opinion of the Board.

The form and registration of the contract

 

ARTICLE 22- (1) The Contract shall be made in writing. Contracts for immovable property, contracts for land registry in which the immovable property is located, contracts for movable property with a special register for them are registered and annotated and registered by the lessor. (2) Contracts for movable commodities not registered in a special register shall be registered in the special register to be held by the Union. (3) The special register kept by the Union is open to everyone. Nobody claims to know that he does not know a record in the record. (4) The procedures and principles regarding the registration of the special register of the contracts to be held by the Union shall be determined by the Union by obtaining the appropriate opinion of the Board. (5) After registration or revelation, third parties can not argue against the lease in the acquisition of the same rights on the property as leasing. (6) In application of Article 940 of the Turkish Commercial Code dated 13/1/2011 and numbered 6102, the tenant is treated as the owner of the ship. (7) In the application of Article 49 of the Turkish Civil Aviation Act dated 14/10/1983 and numbered 2920, the tenant is treated as the possessor of the aircraft. Purchase of financial lease issue ARTICLE 23- (1) The ownership of the financial leasehold property belongs to the charterer. However, the parties may decide in the contract that the tenant will have the right to purchase the property at the end of the contract period. (2) In case the tenant does not use this right within thirty days after the birth of the movable property subject to the registration of the rentable property, and the goods are not returned to the renting pursuant to Article 32 of this Law, this right has been reached in the agreement between the parties provided that the tenant has been notified about the matter or that the notification has not been made due to not being at his / her address, the lessor may unilaterally perform any transaction relating to the transfer of the leased tenant. In this context, unilateral requests made by the lessor for the transfer of ownership shall be carried out by the relevant register.


Rights and obligations of the parties

ARTICLE 24- (1) The tenant shall have the right to obtain all kinds of benefits in accordance with the purpose of the contract, and the lease term shall be the property of the tenant during the term of the contract.
(2) The lessee must use the lease with due care in accordance with the terms and conditions stipulated in the contract.
(3) If there is no contrary to the contract, the tenant is responsible for all kinds of maintenance and protection of the goods, and maintenance and repair costs belong to the tenant.
(4) It is obligatory to insure the rental property. It is indicated on the contract to whom the goods will be insured. Insurance premiums are paid by the tenant.
(5) Damage and negligence of the owner of the goods within the term of the contract belongs to the tenant. This responsibility is limited to the unfilled portion of the amount of insurance paid and the excess must be borne by the lessee.
(6) The lessor can not be held responsible for the choice of the tenant and the defective goods provided by the third party upon request. The same provision applies if the goods themselves are obtained from the tenant.

Delivery of goods to the tenant

ARTICLE 25- (1) Turkish Debts dated 11/1/2011 and numbered 6098, in case the leased item does not make a contract with the manufacturer or seller of the goods on time or fails to fulfill the necessary payment on time or is not delivered to the tenant due to other reasons arising from the flaw or negligence of the lessee The provisions of Articles 123, 125 and 126 of the Law are applicable.


Takeover of possession and tenancy

ARTICLE 26- (1) The tenant may transfer his / her title of tenancy or rights or obligations arising out of the contract with the written permission of the tenant. Due to this transfer, the tenant change in the lease contract is registered or annotated according to the relevant Article 21 or 22 item.
(2) In financial leasing transactions within the scope of housing financing, the lessee may transfer the possession of the financial leasing subject to another person, provided that the lessee informs the leasing person and the other leasing transactions are subject to the contract.

Transfer of ownership

ARTICLE 27- (1) Unless otherwise provided in the contract, the lessor can not transfer the ownership of the property to a third person. In the case of recognition of this authority in the contract, the transfer can only be made to another charterer. The transferee must comply with the terms of the contract. Devran depends on being informed about his tenure.

The tenant's job or follow-up

ARTICLE 28- (1) In the case of the tenant, the bankruptcy officer decides on the dismantling of the financial lease issues before the office establishment according to the first paragraph of Article 221 of the Law No. 2004. The bankruptcy officer may object to this decision within seven days.
(2) In case of pursuant to the tenant's performance by execution, the enforcement officer decides to exclude the goods of financial leasing issue from following. The decision of the enforcement officer may be appealed against within seven days.
(3) These objections shall be lodged within one month at the latest in the execution court.

The hirer's job or pursuit of execution


ARTICLE 29- (1) In case of renting the contract, the contract shall remain valid against the bankruptcy desk until the end of the agreed period.
(2) In case of execution pursuant against the lessor, financial leasing-related goods can not be seized during the term of the contract.

Termination of contract

ARTICLE 30- (1) Unless otherwise agreed to the contract, the expiry of the contract term ends automatically if the tenant loses his job, death or deed.
(2) If the tenant liquidates the operation in which the leasing issue is allocated without entering the liquidation process or entering into liquidation, the contract may be terminated before the contract term, if there is no contrary to the contract on the request of the tenant.
(3) The Contracting Parties may request the extension of the contract with existing or new terms, provided that each party informs them at least three months prior to the end of the work. The extension of the contract depends on the agreement of the parties.

Violation of the contract

ARTICLE 31- (1) The leaser may terminate the contract if the leaseholder fails to pay the leasing fee within thirty days of the lease awarded to the tenant. However, if it is agreed at the end of the contract that property will pass to the tenant, this period can not be less than sixty days. Contracts made with tenants who have three or more of the rental fees in the contract within one year due to not paying in time can be terminated by the lessor.
(2) In cases where a party is acting in contravention of the contract, the contract may be terminated in the event that the other party can not be expected to continue the contract due to such contradiction.
(3) In the event of a dispute between the lessee and the lessor on a financial lease agreement, the lessor may, on the basis of the fair value of the goods, save on the property if the lessor decides to suspend the lease with a preliminary injunction or leave it to a third party. So far, the contractor is obliged to compensate the tenant for the damage if it is decided that the termination is unjustified.

Consequences of the contract's sona


ARTICLE 32- (1) When the contract is concluded, the tenant who does not use the right to purchase or not have the right to purchase arising from the contract is obliged to give back the lease term immediately.

Consequences of termination of contract

ARTICLE 33- (1) The tenant is liable for the refund of the lessee's property in case of cancellation by the lessee in accordance with the second paragraph of the 30th article by the lessor of the contract. In case the sale of the returned goods to a third party is not otherwise agreed upon with the contract, in case the sale price is lower than the unpaid leasing fees and if the lesser is less than the excess of this amount, the difference is paid by the lessee. Unless an otherwise agreed value is determined, the selling price of the returned goods is higher than the unpaid leasing fees and if the lease is higher than the sum of the excess lease, the difference is paid by the lessor to the lessee. The same principles apply in the case of the lease of the received goods to third parties by financial leasing method.
(2) If the contract is terminated by the lessee, the lessee may claim the damages from the charterer together with the return of the property.
(3) Provisions of Article 150/1 of the Law No. 2004 apply for the conversion of the mortgages taken as collateral against the debts arising from the agreement.
(4) Provisions of Article 68 / b of the Law No. 2004 concerning the termination notice sent by the lessor to the tenant through the notary public due to the non-payment of the debts within the time specified in this Law of the tenant shall apply.

Provisions not applicable


ARTICLE 34- (1) With regard to the contract, with respect to the "Partially Paid Sales" in the 7624, 765, 766 NCI articles of the Turkish Civil Code dated 22/11/2001 and numbered 4721 and in the 4th Division of the First Part of the Turkish Debt Act numbered 6098 Provisions relating to "Housing and Roofed Workplace Rentals" in the Second Section Fourth Section Second Reason do not apply.

encouragement

ARTICLE 35- (1) In case all or part of the investments are realized through financial leasing, the lessor shall use the incentives applied in case of the acquisition of the economic assets subject to financial leasing. The responsibility of the financial leasing company for the incentive certificate is limited to the portion of the lease that takes place.

Customs provisions

ARTICLE 36- (1) The following provisions shall be applied in respect of customs duties and additional financial obligations brought in accordance with the contract concluded between the foreign company and the lessee:
a) Purchase rights are not based on a contract or in that right found possible entry even encouraging document to Turkey not expected to benefit from the exemption from customs duty of goods, except for the time limitation of the customs legislation, the contract period depending dated 27/10/1999 and 4458 the temporary importation procedure of the Customs Law shall apply. If the final import is not made at the end of the term of the contract and if it is required to be brought abroad for the purpose of returning the leased items to the charter, the guarantee obtained previously shall be resolved according to the provisions of Law No. 4458.
b) Customs duties and additional financial obligations to be calculated on the value to be determined according to the current exchange rate at the beginning of the customs obligation and the customs value of the counterpart in accordance with the Law no. 4458 shall be accrued and collected in case of the final importation of the financial leasehold goods at the end of the contract term.


Determination of exemptions and tax rate

ARTICLE 37- (1) The financial lease contracts and the documents relating to the devolution and amendment of these contracts and the documents issued for the purpose of these guarantees are exempt from the stamp tax.
(2) Except for the title deed registered in the name of the tenant at the end of the term of the lease of the leased properties within the lease agreements made by way of leaseback.

SECOND PART
Factoring and Financing

Factoring contract

ARTICLE 38- (1) Factoring contract; receivables recognized by invoices originating from the sale of goods or services and receivables due to the sales of goods or services which can be documented in the framework of the procedures and principles determined by the Board, as well as keeping the collection, debtor and customer accounts provided to the customers of the factoring company, as well as any of the finance or factoring guarantee functions or a contract containing the whole.
(2) It is mandatory that the factoring agreement be arranged in writing.

Financing contract

ARTICLE 39- (1) The financial contract is a contract that requires the purchase of any goods or services to be credited on behalf of and account of the natural or legal person who purchases the goods or services, by means of payment to the seller directly with the delivery or foundation of the goods or services. Loan repayments are made by the borrowers on behalf of the financing companies.
(2) Financing companies are obliged to make a general contract in writing with the sellers providing the goods or services to be credited.
(3) It is mandatory that the financing contract be edited in writing.

FIFTH
Unity

FIRST PART
Unity

Association of Financial Leasing, Factoring and Financing Companies

ARTICLE 40- (1) Within the six months following the entry into force of this Law, the Financial Leasing, Factoring and Financing Companies Association, which is a professional organization with legal personality and which is a public institution, shall be established.
(2) Companies must become members of the Union within one month from the date they obtain their operating permission.

Your duties and authorities

ARTICLE 41- (1) The Union shall;
a) To ensure the development of the profession, to increase the unity and solidarity of the members, to carry out training, promotion and research activities,
b) By establishing professional principles, members should work in accordance with the needs of the economy in the discipline required by the union and the profession,
c) to determine the professional principles and standards to be followed by their members,
ç) To announce to the members the measures taken pursuant to the relevant legislation and the measures requested to be taken by the Authority,
d) To take all necessary measures to prevent unfair competition among its members,
e) To determine the principles and conditions to be followed in the announcements and advertisements of the members in terms of type, shape, quality and amount,
f) initiate a lawsuit against the decision of the board of directors in cases involving the common interests of its members,
g) To ensure the cooperation of the members on joint projects,
ğ) By fulfilling the other duties deemed to be in this Act,
officer and authority.


Organs and status

ARTICLE 42- (1) Union elections shall be held under secret ballot and under the supervision of the judiciary within the framework of the principles envisaged in this Law. At least fifteen days before the General Assembly meeting to be held, the list defining the members and their representatives to participate in the elections shall include the agenda, place, date and time of the meeting, and a letter stating the matters concerning the second meeting to be held in the absence of the majority, in three copies to be determined by the Supreme Election Board the president is deposited with the judge. The judge shall approve the list and other matters by conducting the necessary examination; a polling committee chairperson and two polling committee members and one substitute member for them. Voting is done according to secret ballot, open counting principles. At the end of the election period, the results of the elections shall be determined and signed by the chairman and members of the ballot box. Any objection to be made to the elections within two days following the issuance of the minutes shall be examined by the judge on the same day and shall be concluded definitively.
(2) Amendments to be made in the status of the Union shall be put into force upon the recommendation of the Board of Ministers upon the recommendation of the Institution taking the opinion of the Association. Members must comply with the status of the Association and with the decisions and measures to be taken by the Union. Union expenses are distributed to the members according to the number of votes determined in accordance with the status. Members are obliged to pay their expenses during the period stipulated in the statute. If the share of the cost participation is not paid within the determined period, it shall be collected by execution by the Association. Decisions on the payment of the participation shares are in the form of an official document as laid down in Article 68 of the Law No. 2004.
(3) The members of the Association who are not in compliance with the decisions and measures in the general or special qualities of the Association in a timely and complete manner are given administrative fines from thousand Turkish Liras to ten thousand Turkish Liras.

Record central billing


ARTICLE 43- (1) Factoring companies and banks collect information on receivables they transfer, including invoice information, to the Risk Center or to the extent that the Association considers appropriate. The procedures and principles regarding the sharing of information are determined by the Union.

SIXTH PART
Criminal Provisions

FIRST PART
Administrative Money Crimes

Administrative fines

ARTICLE 44- (1) By the decision of the Board and the reasons stated,
a) In the event of a violation of Article 8, from three thousand Turkish Liras to ten thousand Turkish Liras,
b) up to ten times of the amount that constitutes an irregularity not less than ten thousand Turkish Liras in the first paragraph of paragraph 9 (b) or (c)
c) In the event of a transaction contrary to the second paragraph of the Article 9, up to five times the amount of the transaction that constitutes an irregularity not less than ten thousand Turkish Liras,
ç) In the case of a violation of the second or fifth paragraph of Article 11, from thousand Turkish Liras to three thousand Turkish Liras,
d) In the event that the appointment is made in contradiction with Article 13, the amount of the penalty given for each day passed from the end of this wage shall be increased from two thousand Turkish Liras to eight thousand Turkish Liras and in the event that the irregularity is not rectified within ten working days from the date of notification,
e) In the event of a violation of the first paragraph of Article 14, from two thousand Turkish Liras to five thousand Turkish Liras,
f) In case of applications that affect the financial size of the company significantly or not in a significant way but in a continuous manner contrary to the third paragraph of Article 14, from two thousand Turkish Lira to five thousand Turkish Lira,
g) in the case of a violation of the fourth or fifth paragraph of Article 14, from two thousand Turkish Liras to five thousand Turkish Liras,
ğ) in the case of limitations contrary to the regulations issued in accordance with Article 15, it shall not be less than ten thousand Turkish Liras, up to one percent of the amount constituting the contradiction,
h) If the notification provided for in the second paragraph of Article 15 is not made, three thousand Turks


Until the Liras,
ı) In the event that the provisions to be set aside in accordance with Article 16 are not established, no less than one thousand Turkish Liras, up to two of the amount of the reserve amount to be set aside; not less than three months, if the irregularity is not remedied within the period to be provided by the Institution,
i) In the event of a violation of the second or fourth paragraph of Article 17, from two thousand Turkish Liras to five thousand Turkish Liras,
j) from the thousand Turkish Liras to the five thousand Turkish Liras, in the first paragraph of Article 19, in the first or second paragraph of Article 22, in the second paragraph of Article 38 and in the second or third paragraphs of Article 39,
administrative monetary penalty is applied.
(2) By the decision of the Board and the reasons stated, the relevant real and legal persons,
a) from five thousand Turkish Liras to fifteen thousand Turkish Liras in the event of a violation of the third paragraph of Article 6,
b) In the case of a violation of the first, second or third paragraph of Article 11, from thousand Turkish Liras up to three thousand Turkish Liras,
c) from two thousand Turkish Liras to five thousand Turkish Liras in contradiction to the second or fourth paragraph of Article 17,
administrative monetary penalty is applied.
(3) In case of failure to comply with the decisions taken by the Board and the Authority on the basis of this Law, the regulations and communiqués issued, and the regulations issued by the Authority and the regulations issued by the Board and the Authority, Administrative fines are applied up to the Turkish Lira.

Defense right and decision to close

ARTICLE 45- (1) A decision is made after the defense of the application of the administrative penalties is taken. It is accepted that if defense is not given within one month from the date of notification of the request for defense, the defense is waived.
(2) Regarding the branches opened in Turkey in contradiction with the provisions of Article 8 of this Law, the provisions of paragraph (a) of the first paragraph of Article 44 shall apply, which shall be temporarily or permanently closed to the governorships upon request of the Corporation.


SECOND PART
crime

Perform unauthorized activity

ARTICLE 46- (1) Persons involved in financial leasing, factoring and financing activities without penalties required by this Law shall be punished by imprisonment for two years to five years and forensic punishment up to five thousand days. The legal entity to which it is committed for the benefit of this offense shall be awarded security measures specific to the legal entity. In addition, if this crime is committed within the scope of a workplace, it may be decided that these workplaces should be closed for one month or so, if they are repeated.
(2) Persons who use words and phrases that will wake up the impression that they are acting as a company in any kind of documents, advertisements or advertisements in commercial titles, without disclosures to be taken in accordance with this Law, or in public disclosures made by the public, shall be imprisoned up to three months and up to one thousand punished. In addition, it can be decided that these workplaces should be shut down for one month or so, if they are recurring.
(3) In case of a first and second disagreement, the prosecution of the prosecution of the Republic, on the request of the prosecutor of the peace, in case of filing a lawsuit, the actions and advertisements of the places of work are temporarily stopped and the advertisements are collected. These measures continue until the decision of the judge is lifted. The appeal against these decisions is clear.

Do not give the necessary information and documents to supervisory authorities and prevent them from performing their duties

ARTICLE 47- (1) Persons who do not give the information and documents requested by the authorities authorized by this Law and the supervisory officers shall be punished by one to three years imprisonment and five hundred days to one thousand and five hundred days forensic punishment.
(2) Persons who are obstructed by the supervisory duties authorized by this Act to perform their duties shall be punished by imprisonment of between two years and five years.

Be in contradiction to the truth

ARTICLE 48- (1) The signatories of the Company and all of the documents constituting the basis for the issuance thereof shall be sentenced to three years imprisonment and one thousand five hundred days be punished with a judicial monetary penalty.

Institution's notification obligation

ARTICLE 49- (1) In case the criminal element specified by this Authority is determined by the Authority, the Chief Public Prosecutor shall be notified.

THIRD PART
Cancellation of Operation Permit

Cancellation of activity permit

ARTICLE 50- (1) Permission to operate a company;
a) the activity is not commenced within one year following the receipt of the activity permit,
b) Not to be a member of the Association within one month following the receipt of the activity permit and not to fulfill this obligation within one week from the notice made by the Authority,
c) Not to be notified to the Authority within the period of the change of address and not to be present in spite of the legal notice made,
ç) Interruption of activities for an uninterrupted year,
d) The activities prohibited in the subparagraphs (a) or (ç) of the first subparagraph of Article 9 shall be made,
e) Termination of the activity,
at least five members of the Board shall be annulled with the decision taken in the same direction.
(2) The decision regarding the cancellation of the activity permit shall be notified to the relevant company and published in the Official Gazette. The publication of the decision of cancellation in the Official Gazette is a notification to be made.
(3) It is mandatory for the canceled company to decide to stop the activities immediately and collect the general assembly within three months from the date of cancellation, to change the company's title and title or to initiate liquidation proceedings.

SEVENTH PART
Final Provisions

Amended provisions

ARTICLE 51- (1) The following paragraph has been added to the twentieth paragraph of the "I-Deed transactions" section of the tariff (4) titled "Fees to be taken from the Deed and Cadastre Operations of the Law on Fees dated 2/7/1964 and numbered 492".
(G) In the event of the lease being sold by the lessee at the end of the term of the contract within the lease agreements executed by the lease back lease method, the leased property shall be transferred to the leaseholder (if the lease is not taken back by the tenant in any way) the amount of the fee is taken together with the interest of late according to the provisions of the Law No. 213.) 3.96 "
(2) The Council of Ministers established leasing in Turkey, factoring and financing companies, and the maximum interest rates and other benefits will apply in money lending operations of the branch qualifications and to determine the maximum amount or the rate of them is authorized to partially or completely free. The Council of Ministers may delegate these powers to the Central Bank of Turkey.

Provisions removed from enforcement

ARTICLE 52- (1) The Financial Leasing Act dated 10/6/1985 and the Law No. 3226 dated 30/9/1983 and numbered 90 have been abolished from the date of enforcement together with the annexes and amendments to the Decree Law on Lending Services.
(2) In other laws, references made to Decree Law No. 3226 and Decree No. 90 shall be deemed to have been made to the relevant articles of this Law.

Implementation of existing regulations

PROVISIONAL ARTICLE 1- (1) Until the legislation to be issued in accordance with this Law enters into force, the enforcement of the provisions of the regulations issued based on the abolished provisions shall continue to be applied.
(2) In this case,

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