The decision of the 9th Civil Chamber of the Court of Cassation (“Court of Cassation”) dated 13/03/2025 and numbered 2025/1100 E. 2025/2595 K. (“Decision”) was published in the Official Gazette dated 13 March 2025 and numbered 32952.

The Decision concerns whether financial rights arising from a collective labor agreement (such as meal allowance, responsibility compensation, bonuses, etc.) must be paid during the periods in which employees were deemed to be on administrative leave during the COVID-19 pandemic. In this context, it has been ruled on whether employees working for a private legal entity employer may be considered within the scope of the Presidential Circular dated 22 March 2020 and numbered 2020/4 (“Circular”).

The Decision explicitly states that employees working for companies that are private legal entities do not fall within the scope of the Circular. Accordingly, financial rights contingent upon actual work cannot be claimed for periods spent on administrative leave.

The Court of Cassation stated in its Decision:

“Based on the case file, it is understood that the plaintiff employee is currently employed by İzdoğa AŞ, which was established by the İzmir Metropolitan Municipality and is a capital company subject to the provisions of Law No. 6102, and that it is a private legal entity separate and independent from the legal personality of the municipality. For these reasons, the plaintiff employee and the defendant Company do not fall within the scope of the Presidential Circular No. 2020/4.”

Within this framework, it is not possible to claim financial rights from employers who are private legal entities based on the provisions of the Circular, which applies solely to public personnel. Therefore, with respect to financial rights dependent on actual work, periods spent on administrative leave are not deemed as worked, and no payment obligation arises accordingly.

The full text of the relevant Decision can be accessed at the website Yargıtay 3, 9, 10 ve 12. Hukuk Dairelerine Ait Kararlar.

Best Regards,
Balay, Eryiğit & Erten

The Personal Data Protection Board (“Board”), in its Principal Decision dated 10 June 2025, numbered 2025/1072, and published in the Official Gazette on 26 June 2025, (“Decision”), has evaluated the practice of requesting personal contact information from subjects for the purpose of sending verification codes via SMS during processes related to the provision of products and services. The Board has examined claims that contact numbers, to which verification codes are sent during payment completion, invoice issuance, invoice delivery, or information update processes, are subsequently used for commercial communication purposes after the code is declared to personnel or entered into the system.

As a result of this Decision, the Board has resolved to inform the public that, in the event of non-compliance with the following obligations or misleading of data subjects, administrative sanctions will be imposed pursuant to Article 18 of Law No. 6698:

• Data subjects must be duly informed regarding the purpose of the SMS and verification code sent during product and service provision processes, including the consequences in terms of personal data processing if the code is shared.
• Practices that combine multiple processing activities—such as contract approval, obtaining consent for personal data processing, and approval for commercial electronic communications—into a single action via SMS verification must be discontinued. Explicit consent must be separately obtained for each processing activity that legally requires it. Furthermore, it is mandatory that the obligation of providing information (disclosure) and the obtaining of explicit consent are carried out as distinct and separate processes.
• For processing based on explicit consent regarding the sending of commercial electronic messages, such consent must meet the criteria set forth under the Personal Data Protection Law. The Law defines explicit consent as consent that is related to a specific subject, given based on informed choice, and declared with free will.
• Even if the request for personal data for the purpose of sending commercial electronic messages is based on explicit consent, it must not be communicated to the data subjects as a mandatory element for the provision of the product or service. Explicit consent for sending commercial electronic messages should be obtained after the provision of the product or service is completed, and it must be ensured that such consent is not perceived as a compulsory element of the product or service provision.

The full text of the relevant Decision is available at: https://kvkk.gov.tr/Icerik/8338/2025-1072

Best Regards,
Balay, Eryiğit & Erten

The decision of the Constitutional Court (“AYM”) dated April 22, 2025, numbered 2025/29 E. and 2025/102 K. (“Decision”), was published in the Official Gazette dated June 23, 2025, numbered 32935.

By virtue of the decision, the fourth paragraph of subparagraph (j) of Article 53 of Public Procurement Law No. 4734 (“PPL”), which provides for the refund of up to five thousandths of the contract amount to bidders who have signed a contract with the authority when they file an appeal, has been found to be unconstitutional and has been repealed.

In accordance with the rule to be repealed, applicants who sign a contract with the administration as a result of a complaint or appeal are refunded only five thousandths of the contract price of the application fee they have paid. In the application;

• This application prevents the refund of the remaining amount.
• It creates inequality among applicants.
• It has been alleged that the freedom to seek justice has been excessively restricted.

In its review, the Court concluded, in summary, as follows

• Limiting reimbursements in public procurements only to those who have signed a contract and only up to a certain amount violates the principle of equality.
• The failure to refund a substantial portion of the application fee may render a remedy guaranteed by public authority discouraging, particularly for small and medium-sized contractors.
• The aim of ensuring the orderly functioning of public services cannot justify a disproportionate restriction on individuals’ right to access justice.

For these reasons, the Constitutional Court held that the contested provision was in violation of Articles 2 (the rule of law), 10 (equality), 36 (the right to legal remedies), and 138 (judicial independence) of the Constitution, and therefore annulled it.

To avoid any legal or administrative vacuum, the Constitutional Court ruled that the annulment shall enter into force nine months after its publication in the Official Gazette. In line with this, the decision will become effective as of 23 March 2026

The full text of the decision is available at the following link

Best Regards,
Balay, Eryiğit & Erten

The decision of the 10th Chamber of the Council of State, dated 2025 and numbered 2024/6575 E. and 2025/1374 K. (the “Decision”), was published in the Official Gazette dated 14 June 2025 and numbered 32926.

The Decision was rendered in a case brought against an administrative fine imposed by the Provincial Directorate of Trade on a business, following a complaint filed by a consumer due to a discrepancy between the shelf price and the checkout price at a supermarket.
The dispute includes noteworthy assessments with respect to both the provisions on price labeling under the Law on the Protection of Consumers and the rules governing the adjustment of administrative fines under the Misdemeanors Law.

The consumer identified a discrepancy between the shelf price and the checkout price and filed a complaint.

Following an inspection, the Provincial Directorate of Trade imposed an administrative fine on the business on the grounds that the conduct violated Article 54 of the Law on the Protection of Consumers. However, a dispute arose between the parties as to whether the revaluation rate for that year should be taken into account when calculating the amount of the administrative fine.

The first-instance court found the administrative fine to be lawful and dismissed the case.
Upon the appeal filed by the claimant company, the case file was reviewed by the Council of State.

In its decision, the Council of State summarized its findings as follows:

• It was emphasized that, in cases where there is a discrepancy between the shelf or label price and the checkout price, the lower price must be applied; otherwise, it would constitute a violation of consumer protection regulations and warrant administrative sanctions. The Council of State further stated that interpreting such disputes in favor of the consumer is one of the fundamental principles of consumer law.
• The most significant assessment relates to the amount of the administrative fine imposed.
  Citing Article 17 of the Misdemeanors Law, the Council of State held that administrative fines must be adjusted annually by applying the revaluation rate published in accordance with the Tax Procedure Law, effective from the start of each calendar year.
• The decision also stated that the failure to take into account the revaluation rate applicable for the relevant year in calculating the administrative fine rendered the sanction unlawful.
  It was emphasized that punitive measures must be based not only on a legal ground but also be implemented in compliance with the applicable provisions of the current legislation.

The Council of State held that the failure to apply the revaluation rate announced for the relevant calendar year in calculating the administrative fine was unlawful, and accordingly annulled the fine. As a result, the first-instance court’s decision was overturned and the administrative act was annulled.

The Decision highlights the need for greater diligence in ensuring consistency between shelf prices and checkout prices, particularly for companies operating in the retail and fast-moving consumer goods sectors.
It also clearly establishes that the application of the annual revaluation rates in calculating administrative fines is subject to judicial review, and that failure to do so may constitute grounds for annulment.

It may be said that this decision serves as a precedent not only for consumer transactions, but also more broadly for other administrative fines imposed under the Misdemeanors Law across various fields.

The full text of the decision is available at: https://www.resmigazete.gov.tr/14.06.2025

Best Regards,
Balay, Eryiğit & Erten

On June 13, 2025, the Financial Crimes Investigation Board (MASAK), affiliated with the Republic of Türkiye Ministry of Treasury and Finance, published an announcement regarding the “Suspicious Transaction Reporting (STR) Guide (“the Guide“) for Electronic Commerce Intermediary Service Providers. The obligations outlined in the Guide are presented below for your attention.

• In the Guide announced by the Financial Crimes Investigation Board (MASAK) on June 13, 2025, it is stipulated—pursuant to Article 4, titled “Suspicious Transaction Reporting,” of Law No. 5549 on the Prevention of Laundering Proceeds of Crime—that if any information, suspicion, or circumstance that may give rise to suspicion exists indicating that the assets subject to a transaction carried out or attempted through or on behalf of obligated parties are derived from illegal means or are being used for unlawful purposes, such transactions must be reported by the obligated parties to the Financial Crimes Investigation Board (MASAK).
• The Guide includes a standardized form outlining how Electronic Commerce Intermediary Service Providers are to submit a Suspicious Transaction Report in the event they encounter a suspicious transaction. In such cases, it is mandatory to complete this form and submit the report electronically using information and communication technologies. Within this framework, Electronic Commerce Intermediary Service Providers are obligated to submit suspicious transaction reports in accordance with the procedures and principles set forth in the Guide.
• Obligated parties are required to submit suspicious transaction reports electronically, except in cases of force majeure. In exceptional circumstances, reports may be prepared in hard copy and submitted to the Financial Crimes Investigation Board (MASAK) accordingly.
• Procedures related to electronic submission, suspicious transaction reports with deferral requests, the completion of the suspicious transaction reporting form, general principles regarding the preparation of the form, and other procedural matters such as the structure of the form itself are explained in detail in the Guide.

The full text of the Suspicious Transaction Reporting (STR) Guide can be accessed at https://masak.hmb.gov.tr/duyuru/supheli-islem-bildirim-rehberleri-ve-masak-online-2-0-sistemi-hakkinda-duyuru.

Best Regards,
Balay, Eryiğit & Erten

The decision of the 3rd Civil Chamber of the Court of Cassation (“Court of Cassation”) dated 07/04/2025, file number 2025/590, decision number 2025/1899 (“Decision”) was published in the Official Gazette dated June 10, 2025, issue number 32922.

The Decision concerns the procedural and legal irregularity of the court converting the foreign currency payment made by the consumer plaintiff for a package tour fee into Turkish lira at the exchange rate on the payment date, despite the plaintiff’s claim for the Turkish lira equivalent as of the date of the lawsuit.

In summary, the facts subject to the Decision are as follows:

• The plaintiff consumer purchased a package tour service amounting to 18,880.80 Euros but, having not benefited from the service at all, requested a refund of this amount. Within the scope of the option right regulated under Article 99 of the Turkish Code of Obligations, the plaintiff demanded the Turkish lira equivalent of the foreign currency paid calculated at the exchange rate on the date of the lawsuit, May 5, 2021 (18,919.54 TRY).
• However, the first-instance court calculated the amount based on the exchange rate on the date the foreign currency payment was made, October 25, 2019, and ruled in favor of the plaintiff accordingly.

Referring to the provision of Article 99/3 of the Turkish Code of Obligations, which states:

“If the debt is stipulated in a currency other than the national currency, and unless the contract explicitly requires payment in the original currency or a similar expression is present, upon failure to pay on the due date, the creditor may request payment of the debt either in the original currency or in the national currency calculated at the value prevailing on the due date or the actual date of payment.”

The Court of Cassation emphasized that:

• The plaintiff clearly exercised the option right in the lawsuit petition by requesting the Turkish lira equivalent of the foreign currency paid as of the date of the lawsuit.
• Despite this explicit preference, the lower court’s calculation based on the exchange rate at the payment date and its ruling accordingly is contrary to procedural rules and the law.

Accordingly, the Ministry of Justice’s request for retrial in the interest of the law was accepted, and the first-instance court’s decision was overturned.

The full text of the Decision can be accessed at: https://www.resmigazete.gov.tr/eskiler/2025/06/20250610-9.pdf

Best Regards,
Balay, Eryiğit & Erten

The Regulation Amending the Regulation on Distance Contracts (“Regulation”), which introduces significant provisions regarding the right of withdrawal, was published in the Official Gazette dated 24 May 2025 and numbered 32909. The amendments will enter into force on 1 January 2026, and are as follows:

• In the event that the consumer exercises the right of withdrawal, the return shipping cost may not be charged to the consumer; this cost shall be borne by the seller or the provider.

With the Regulation, subparagraph (g) of the first paragraph of Article 5, paragraphs 4 and 5 of Article 12, and paragraph 3 of Article 13 of the Regulation on Distance Contracts have been revised.

With these amendments:

• If the consumer returns the goods by exercising the right of withdrawal and uses the carrier specified by the seller in the preliminary information, no return cost may be charged to the consumer.
• If the seller has not specified any carrier in the preliminary information, no cost related to the return may be demanded from the consumer.
• If the specified carrier does not have a branch in the location where the consumer resides, the seller will be obliged to collect the returned product from the consumer without demanding any additional cost.
• In distance contracts concluded through online platforms, if the information about the designated return carrier is not included in the preliminary information or if the designated carrier does not have a branch in the consumer’s location, and this omission is due to the intermediary service provider, all costs and obligations related to the return process must be borne by the intermediary service provider.

These regulations, which aim to reduce the financial burden faced by consumers when exercising their right of withdrawal and to establish a more transparent return process, stipulate that in the event the consumer exercises the right of withdrawal, the return shipping cost shall be borne by the seller or provider and shall not be charged to the consumer.

• The consumer shall be informed about the mediation process.

With the Regulation, subparagraph (k) of the first paragraph of Article 5 of the Regulation on Distance Contracts has been amended. According to this amendment, it has become mandatory to inform the consumer, before the conclusion of the distance contract or before accepting any corresponding offer, that the mediation process must be carried out as a precondition for filing a lawsuit before the Consumer Court.

• Mobile phones, smartwatches, tablets, and computers that have already been delivered are no longer excluded from the scope of the right of withdrawal; consumers are now entitled to exercise their right of withdrawal in contracts concerning these products as well.

With the Regulation, subparagraph (i) of the first paragraph of Article 15 of the Regulation on Distance Contracts has been repealed. With this amendment, contracts related to mobile phones, smartwatches, tablets, and computers that had been delivered—previously listed among the exceptions to the right of withdrawal—have been removed from this scope. As a result, consumers will now be entitled to exercise their right of withdrawal in distance sales contracts concerning these products.

Best Regards,
Balay, Eryiğit & Erten

With the Decision No. 9774 Amending the Decision on the Determination of Companies Subject to Independent Audit (“Decision No. 9774”) published in the Official Gazette dated May 1, 2025, and numbered 32887, the independent audit criteria previously determined by the Decision dated November 30, 2022, and numbered 6434 have been revised once again.

The thresholds used in determining companies subject to independent audit pursuant to Decision No. 6434 were most recently updated by the Decision No. 8313 Amending the Decision on the Determination of Companies Subject to Independent Audit, published in the Official Gazette dated April 6, 2024 (“Decision No. 8313”). With Decision No. 9774, the thresholds set out in Decision No. 8313 have been further increased, and the new thresholds are summarized below:

General Criteria for Being Subject to Independent Audit

The updated thresholds for being subject to independent audit, applicable to companies other than those listed in Annex (I) of Decision No. 6434—which are subject to independent audit regardless of any criteria—and companies considered publicly held under Capital Markets Law No. 6362, as well as those listed in Annex (II) of Decision No. 6434, are provided below.

	Former Threshold	Revised Threshold
Total Assets	150 million Turkish Liras	300 million Turkish Liras
Annual Net Sales Revenue	300 million Turkish Liras	600 million Turkish Liras
Employee Count	150 employee	150 employee

 

Companies that exceed the thresholds of at least two of the three criteria above in two consecutive fiscal periods are subject to independent audit.

Companies listed in Annex (II)

Among the companies listed in Annex (II) of Decision No. 6434, those that exceed at least two of the three threshold criteria specified below for two consecutive fiscal periods shall be subject to independent audit starting from the following fiscal period. The updated thresholds for the companies listed in Annex (II) are provided below.

	Former Threshold	Revised Threshold
Total Assets	60 million Turkish Liras	120 million Turkish Liras
Annual Net Sales Revenue	80 million Turkish Liras	150 million Turkish Liras
Employee Count	100 employee	100 employee

 

Companies deemed publicly traded under the Capital Markets Law

The thresholds applicable to companies whose capital market instruments are not traded on a stock exchange or other organized markets but are deemed publicly held pursuant to Capital Markets Law No. 6362 remain unchanged. Companies within this scope that exceed at least two of the three threshold criteria set forth below for two consecutive fiscal periods shall be subject to independent audit.

Total Assets	30 million Turkish Liras
Annual Net Sales Revenue	40 million Turkish Liras
Employee Count	50 employee

 

Decision No. 9774, which entered into force to be applied to fiscal periods starting on or after January 1, 2025, can be accessed at:https://www.resmigazete.gov.tr/eskiler/2025/05/20250501-8.pdf.

Best Regards,
Balay, Eryiğit & Erten