Tax, Personal Data, Intellectual Property and Competition in Companies in 93 Questions — Attorney Aylin Esra Eren

Companies may encounter corporate tax, value-added tax, obligations within the scope of withholding and premium service declarations, and other tax responsibilities depending on the nature of their activities and legal statuses. Correct determination of tax obligations is one of the fundamental elements of the company's financial and legal security from its establishment.

Corporate tax is levied on the earnings of the institutions enumerated in the Corporate Tax Law No. 5520. Institutions specified in the law, especially capital companies, can be taxpayers of this tax. The scope of tax liability is determined according to the type of company and legal regulations.

The beginning of tax liability is evaluated according to the special provisions in tax laws regarding the legal establishment and actual activities of the company. Registration in the trade registry, commencement of work notification, and transactions before the tax office must be handled together.

Failure to fulfill tax obligations may lead to tax principal, delay interest, tax loss penalty, and other sanctions. In addition, the reliability of the company's financial records and its commercial reputation may be damaged.

The tax base is the amount taken as the basis for calculating the tax in accordance with the relevant tax laws. The commercial balance sheet profit and the tax base are not always the same. Legally non-deductible expenses, exemptions, deductions, and other financial adjustments are important in determining the tax base.

Tax planning is the lawful utilization of exemptions, deductions, and incentives granted by legislation. Tax evasion, on the other hand, is the concealment or reduction of tax liability through unlawful acts. Lawful planning and untrue document and record arrangements must be strictly separated from each other.

Yes, under certain conditions, the personal liability of company managers and legal representatives may come into question. The scope of liability is determined according to the type of company, representation authority, nature of the debt, and relevant tax legislation. Not every manager is automatically held responsible for all tax debts solely due to their job title.

The responsibility of limited company shareholders regarding public debts is evaluated within the framework of Law No. 6183 and related legislation. The responsibility of shareholders in proportion to their capital shares and the responsibility of legal representatives are based on different legal grounds.

In joint-stock companies, the responsibility of legal representatives may arise from the fulfillment of tax obligations. However, while evaluating the responsibility, representation and binding powers, term of office, relevant obligation, and liability conditions in the law must be examined together.

Tax compliance system brings together the declaration calendar, document order, accounting controls, authority distribution, and internal audit processes. Thus, it aims to prevent financial errors, penalties, and risks that may give rise to personal liability for managers.

Value-added tax arises over transactions specified in the law, especially goods deliveries and service performances. Companies must keep accurate records of calculated and deductible VAT and prepare their declarations in compliance with legislation.

VAT deduction depends on the nature of the transaction and the conditions stipulated in Law No. 3065. The tax being based on a document, the nature of the activity, and special regulations limiting the right of deduction must be taken into account. It should not be assumed that the VAT on every expense document can be automatically deducted.

Withholding tax is the method of deducting tax over certain payments at the time of payment, declaring it to the tax office, and paying it. Companies may bear the responsibility of tax deduction in terms of wages and other payments enumerated in the legislation.

E-invoice obligation varies according to the criteria determined by the Revenue Administration and current regulations. Companies must comply with the electronic document system by tracking their fields of activity, turnovers, and special obligations.

E-invoice is issued via the electronic system determined among registered users. E-archive invoice, on the other hand, is used in issuing electronic documents for buyers outside the e-invoice system. The technical and legal conditions of both systems are different.

E-ledger is a system that allows certain books, which must be kept legally, to be created and stored in an electronic environment. Electronic ledgers must be created in due form, and berat transactions and storage obligations must be followed.

The period and obligations regarding the retention of commercial books are determined according to the relevant legislation, primarily the Turkish Commercial Code and the Tax Procedure Law. Since there may be different regulations for different types of records, companies must establish a common document retention policy.

Accounting records reveal the financial condition of the company, activity results, and debt-credit relationships. Untrue records can lead to tax sanctions as well as the liability of managers, partnership disputes, and loss of commercial trust.

Financial statements show the company's assets, liabilities, equity, revenues, and expenses. Investors, partners, credit institutions, and other stakeholders evaluate the company's financial performance through these statements.

Companies must submit the requested information and documents accurately, completely, and on time; and conduct the audit process together with authorized financial advisors and legal consultants. Protecting document integrity and ensuring that explanations are consistent with records are of great importance.

Tax audit is carried out to investigate, determine, and ensure the accuracy of taxes that need to be paid. Companies' records, documents, declarations, and transactions can be examined within the framework of relevant legislation.

Tax loss may arise where a taxpayer’s or liable person’s failure to fulfil their tax obligations, or incomplete fulfilment of them, causes tax to be assessed late or in an insufficient amount. Penalties and liability depend on the circumstances of the case.

A penalty for irregularities is an administrative sanction that can be applied in the event of the violation of formal and procedural duties regulated in tax laws. The document layout, notifications, and bookkeeping obligations are of importance in this context.

Against tax penalties and assessments, reconciliation, correction, complaint, or filing a lawsuit in tax court may arise depending on the nature of the case. The application method and deadlines must be evaluated separately according to the type of transaction and the applicable legislation.

First, the tax audit report, notice of assessment, notification, and supporting documents must be examined. The legal and financial aspects of the dispute must be evaluated together to determine the correct application method and deadlines.

Restructuring is possible only within the scope of enacted special legal regulations and under the conditions specified in these regulations. Companies should not consider the restructuring opportunity as a continuous and automatically existing right.

The obligations taken over must be examined within the framework of the type of merger, its legal consequences, and the relevant tax legislation. Conducting a tax audit, debt inquiry, and financial status assessment before the merger reduces risks that may arise later.

The acquired company's past period tax debts, audits, disputes, and records may pose significant risks for the buyer. Tax due diligence is also decisive in terms of adding special guarantee and indemnity clauses to the contract.

The transfer of the company or the change of its shares does not automatically eliminate the ongoing tax audit. The legal structure of the transaction, responsibilities of the parties, and potential financial consequences must be evaluated before the transfer.

Early identification of tax risks reduces financial losses and legal disputes. Regular internal audits, accurate accounting records, and expert consultancy contribute to the company establishing a predictable and reliable financial structure.

Yes. Companies are obliged to comply with the Personal Data Protection Law No. 6698 while processing personal data belonging to their employees, customers, suppliers, and other natural persons. Obligations are determined according to the company's data processing activities.

The data controller is the natural or legal person who determines the purposes and means of processing personal data and is responsible for the establishment and management of the data recording system. Companies may hold the status of data controller within the scope of their own activities.

The data processor is the natural or legal person who processes personal data on behalf of the data controller, based on the authority given by them. Organizations providing payroll services, call centers, or cloud computing services may be data processors depending on the nature of the concrete relationship.

No. The law provides for personal data processing conditions other than explicit consent. Companies must determine the appropriate legal ground for each data processing activity and should not use explicit consent as an unnecessary or general permission document.

While obtaining personal data, companies must inform relevant persons about the identity of the data controller, processing purposes, transfer information, data collection method and legal reason, and the rights of the relevant person. Information is a separate obligation from explicit consent.

Special category personal data are data categories subject to special protection in the law and whose processing is bound to stricter conditions. Health, biometric, and genetic data are examples of these. Companies must ensure appropriate legal processing conditions and sufficient security measures for these data.

Employers can process employee data for specific and legitimate purposes connected to the employment relationship and legal obligations. Principles of data minimization, transparency, proportionality, and security must be observed, and unnecessary interference with the private lives of employees must be avoided.

Data must be stored for the period stipulated in the relevant legislation or required for the purpose of processing. When the purpose of storage ceases to exist, data must be deleted, destroyed, or anonymized, taking into account legal obligations and the relevant storage-destruction policy.

The data inventory reveals which personal data are processed for what purpose, on what legal ground, by whom, and for how long. This study is one of the fundamental tools of KVKK (PDPL) compliance and preparation for possible audits.

Companies must take appropriate technical and administrative measures to prevent unlawful processing and access and to ensure the preservation of data. Access authorization, encryption, backup, staff training, and security audits can be among these measures.

No. The obligation to register with the Data Controllers' Registry is evaluated according to the conditions and exceptions determined in the law and Board decisions. Companies must determine their registration obligations by examining their own activities and the criteria they are subject to.

Data transfer abroad is subject to the conditions regulated in Article 9 of Law No. 6698. Transferring data to a foreign service provider cannot be considered lawful without evaluating legal mechanisms such as an adequacy decision or appropriate safeguards.

Standard contracts are one of the appropriate safeguards stipulated in the law. They can be used if the legal conditions for transfer are met; the contract must be drawn up between the correct parties and in accordance with the relevant standard text, and notification obligations must also be followed.

Contracts must regulate the processing purpose, data categories, security measures, use of sub-data processors, violation notification, audit, data return, and destruction processes. The responsibilities of the parties arising from data protection legislation must be clearly defined.

These systems can be used for legitimate and specific purposes, to the extent necessary and proportionate. Employees must be informed in advance, private areas must be protected, and the records obtained must be kept with limited access.

Cookies may constitute a personal data processing activity according to their purposes of use and technical features. Necessary legal conditions must be met for non-mandatory cookies; clear information and appropriate preference mechanisms must be offered to the user.

Law No. 6563 and related secondary legislation should be taken into account when sending commercial electronic messages. It is important to obtain the necessary approvals, ensure the right to opt-out is easily exercisable, and properly conduct IYS (Message Management System) processes. KVKK obligations must also be evaluated separately.

Trademarks, patents, designs, copyrights, software, and trade secrets are important assets that constitute the economic value of companies. Protecting these rights supports competitiveness and commercial reputation.

Trademark right enables an enterprise's goods and services to be distinguished from those of other enterprises. A registered trademark offers its owner the protection and legal recourse opportunities recognized by the legislation.

A patent is the legal protection granted to inventions that meet the conditions of patentability. Conditions such as novelty, inventive step, and industrial applicability must be met. Every technical idea does not automatically obtain patent protection.

Industrial design protection covers features related to the appearance of a product. The design being new and distinctive is of importance in terms of protection that can be provided through registration.

Software and original digital contents can be protected within the scope of the Law on Intellectual and Artistic Works No. 5846 when the conditions are met. Source codes, usage rights, licenses, and documents related to development processes must be regularly preserved.

The answer to this question changes depending on the nature of the work, the scope of the employment relationship, contracts, and relevant intellectual property legislation. Employee inventions and authorship are not subject to the same legal regime. This distinction must be clearly regulated in employment contracts and intellectual rights policies.

It is possible to grant licenses depending on the nature of the rights and the relevant legislation. The license agreement must clearly determine the scope of use, duration, country, exclusivity, fee, sub-license, and termination conditions.

A trade secret refers to commercial or technical information that provides a competitive advantage to the enterprise and for which reasonable measures are taken to keep it confidential. Customer lists, production methods, and pricing strategies may qualify as trade secrets depending on concrete circumstances.

Confidentiality agreements, access restrictions, employee training, information security measures, and data classification policies should be implemented. It must be clearly determined with whom confidential information can be shared and under which conditions.

Competition law aims to protect free and effective competition in markets. The relationships established by companies with their competitors, suppliers, and distributors must comply with competition rules.

In Turkey, the main regulation of competition law is Law No. 4054 on the Protection of Competition. The Law audits agreements restricting competition, abuse of dominant position, and merger-acquisition transactions under certain conditions.

Direct or indirect determination of prices among competitors may be evaluated within the scope of a competition-restricting agreement or concerted practice. Companies must make their pricing decisions independently and based on their own commercial assessments.

The sharing of customers, regions, products, or supply sources by competitors may eliminate or restrict competition. Such agreements carry serious legal risks under Law No. 4054.

Sharing sensitive information such as future prices, costs, capacity, customer strategies, and commercial plans may distort competition. The purpose, scope, timing, and market impact of the information sharing must be evaluated together.

An enterprise's use of its strong market position in a manner that restricts competition may be evaluated as abuse of dominant position. Exclusionary practices, discriminatory conditions, or unfair commercial pressures are examined according to the characteristics of the specific case.

Vertical agreements are made between enterprises operating at different levels of the production or distribution chain. Distribution, dealership, and supply agreements can be within this scope. The impact of the agreement on competition and relevant exemption conditions must be evaluated separately.

Exclusivity provisions are not prohibited in every case. However, the market structure, the position of the parties, the duration of the agreement, and the effects on competition must be taken into account. The agreement must be designed in compliance with competition rules.

Administrative fines, loss of reputation, contractual disputes, and compensation claims may arise. In addition, internal disciplinary and corporate responsibility processes also gain importance regarding company managers and employees.

The program should consist of risk analysis, employee training, contract reviews, the determination of rules for contact with competitors, and regular audit processes. Especially sales, purchasing, and senior management teams should be raised awareness regarding competition law.

Turnover thresholds are among the criteria used to determine whether a transaction needs to be notified to the Competition Board. Since these thresholds can be updated with legislative changes, the regulation in force on the transaction date must be taken as basis.

Executing a transaction subject to permission without obtaining the necessary permission creates serious legal risks. The parties to the transaction must clearly regulate closing conditions and the permission process in the contract.

The Board evaluates the effects of the transaction on the relevant product and geographic market, the likelihood of a significant reduction in competition, and the market structure. Market shares, barriers to entry, and consumer impacts may also be important in the examination.

The relevant market is the concept used to determine the boundaries of products or services and the geographic area in competition analysis. Consumers' substitution possibilities and enterprises' competitive conditions are taken into account in this evaluation.

Gun jumping is the actual implementation of a merger or acquisition subject to permission without obtaining the necessary permission, or the parties acting in a way that eliminates the freedom to make independent decisions and conduct operations prior to the transaction. Independence must be maintained until the transaction closes.

Companies must not obstruct the lawful inspection activities of authorized experts; they should inform employees and coordinate with company lawyers. Deleting, concealing, or modifying electronic and physical documents can create severe risks.

No. Deleting, modifying, or preventing access to electronic data that may be related to the inspection may create a risk of legal sanctions. Companies must establish a document retention and inspection protocol.

The parties' permission application, information sharing, pre-transaction independence, closing conditions, and consequences in case permission cannot be obtained must be regulated in the agreement. Thus, the legal and commercial risks of the transaction become more predictable.

Prior to the acquisition, the target company's competition law history, contracts, market behaviors, and potential investigations should be examined. This review is important in terms of determining the transaction price and establishing contractual guarantees.

Commercial books ensure the tracking of the company's commercial transactions and the presentation of its financial situation. Keeping the books in compliance with the law and relevant regulations is important in terms of the accountability of company management.

Electronic records may be evaluated as evidence in legal disputes when conditions are met. E-mail correspondence, electronic contracts, system logs, and digital documents must have their accuracy and integrity preserved.

The company's title, address, representatives, capital, and other matters subject to registration must be accurately stated in the trade registry. Outdated records may cause legal problems in relations with third parties and in company transactions.

Ultimate beneficial owner information serves to make the company's ownership and control structure transparent. Relevant notification and identification obligations must be fulfilled in accordance with relevant regulations, primarily tax and anti-money laundering legislation.

A corporate compliance program is a system that ensures the company conducts its activities in compliance with legislation, ethical principles, and internal policies. It can cover risk analysis, task distribution, training, audit, and violation reporting mechanisms.

Accessible channels should be created through which employees can securely report unlawful or unethical behavior. The confidentiality of reports, their impartial investigation, and the protection of reporters acting in good faith must be essential.

Written ethical rules determine the behavioral standards expected from employees and managers. Issues such as conflict of interest, acceptance of gifts, anti-corruption, confidentiality, and fair competition should be clearly regulated.

Corporate governance aims to manage the company in a transparent, accountable, fair, and responsible manner. Legal compliance ensures that these principles are implemented within the framework of legislation and internal regulations. The two areas complement each other.

Corporate sustainability is a management approach that considers the company's economic success together with environmental and social responsibilities. Creating long-term value, managing risks, and protecting stakeholder trust are the core elements of this approach.

ESG refers to environmental, social, and governance criteria. Companies' environmental impacts, employee and community relations, management structures, and transparency practices are evaluated within this framework. Obligations to be applied may vary depending on the nature of the company and the regulations it is subject to.

Depending on their fields of activity, companies may bear obligations regarding environmental permits, waste management, emission control, water, and energy use. Violations of environmental legislation may create risks of administrative sanctions as well as compensation and activity restriction.

Relationships established with suppliers can carry risks in terms of labor law, environment, product safety, personal data, and competition law. Companies must conduct necessary investigations when selecting suppliers and add appropriate audit and compliance provisions to their contracts.

Depending on the nature of their activities, companies must take appropriate measures to protect their information systems, trade secrets, personal data, and digital infrastructure. Cybersecurity policies, access controls, backup, and incident response plans are important in this scope.

A business continuity plan aims to ensure the continuation of company activities in crises such as natural disasters, cyber attacks, system failures, supply disruptions or similar. Critical business processes, alternative resources and task distributions must be determined in advance.

Risk management is the systematic identification and evaluation of legal, financial, operational, technological and reputational risks. It requires prioritizing risks, assigning responsible persons, and establishing regular monitoring mechanisms.

It is important that decisions taken during crisis periods comply with authority and procedural rules, are recorded, and accurate information is provided to stakeholders. Contracts, employee rights, payment obligations and data security must be evaluated simultaneously.

Legal consultancy is not only aimed at resolving emerging disputes. It contributes to the early identification of risks in all activities of the company, from its establishment to investment processes, from its contracts to management decisions, and to the establishment of a sustainable corporate structure.

A strong company structure is possible with a solid legal foundation, transparent management, accurate financial records, effective internal audit, respect for employee rights, compliance with competition rules and long-term risk management. Companies must be prepared not only for today's commercial targets, but also for legal and economic developments they may encounter in the future.

“Company law is not just an area of law that regulates the establishment of companies, partnership relations or commercial activities. At the same time, it is a comprehensive management discipline that shapes the reliability, corporate reputation and future of companies.

From tax obligations to the protection of personal data, from intellectual property rights to competition law, from the reliability of commercial records to sustainability principles, every area is an inseparable part of the legal security of companies.

Successful companies are not those that seek solutions when a legal problem arises; they are companies that foresee risks in advance, make compliance with legislation a part of their corporate culture, and take their decisions on a solid legal ground.

It must not be forgotten that legal security does not only mean protection from possible sanctions. At the same time, it means building investor trust, strengthening commercial relations, protecting corporate reputation and paving the way for sustainable growth.

Therefore, the most valuable approach in company law is not to solve problems afterwards, but to prevent problems from arising as much as possible with correct legal foresight and professional consultancy.”

Attorney Aylin Esra Eren

LEGAL INFORMATION NOTE: This study has been prepared for general legal information purposes. In concrete cases, the company type, field of activity, contracts, transaction date and applicable legislative provisions must be taken into account. The text does not replace a legal opinion or attorney consultancy regarding a concrete dispute.