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Doing Business In Turkey
Ketenci & Ketenci ILP is a leading Turkish law firm with a top-tier global reputation in both advisory and contentious matters.
Our team of international lawyers and advisors combines dynamism with a 40-year senior experience in legal practice. We offer an international approach when providing comprehensive legal services to our well-respected clients globally. We understand our clients compelling needs, and we are fully committed to our clients success.
Our core practice areas are corporate law, litigation and dispute resolution, arbitration, energy law, real estate law, commercial and regulatory matters as well as corporate finance and M&A, corporate immigration and citizenship. We advise a wide array of respected clients including corporations, multinationals, international banks and financial institutions as well as global Private Equity funds, hedge funds and family offices.
We are mainly based in Istanbul, though we provide advice and legal services to our respected corporate and private clients in all over Turkey, its close region as well as on a global scale. We have our presences in Ankara, the capital of Turkey, Izmir, Bursa, Eskisehir and Antalya. We additionally assist our international clients on a global scale through our affiliations with respected law firms and our advisors based in New York, Los Angeles, London, Geneva, Athens, Milano, Dubai, and Tehran.
This publication has been prepared solely for the purpose of providing a general overview on the investment climate, business types and the respective legal regulations applicable in Turkey.
Any review and opinion included in this text is drawn up in accordance with the current laws, regulations and practices applicable in Turkey. Ketenci & Ketenci ILP reserves that the legislation in Turkey may be very variable, as the relevant laws, court precedents, practices etc. can be amended/abolished from time to time.
Ketenci & Ketenci ILP also reserves that this work outlines a general summary on Turkish Labor Law and any query which may arise in relation hereof shall be examined on a case-by-case basis, in accordance with the nature of the related transaction.
Any information hereof is presented to the discretion of the readers, to be evaluated and applied on the grounds of commercial decisions.
Respectfully submitted.
Turkey, as being one of the largest emerging markets in the world, is a highly regarded target for investors, since it is an efficient production center with its young population, rich natural resources, expatriate-friendly culture and a domestic market of over 70 million people.
When we look up in the history of Turkey, it can be observed that investments have been gradually developed after 1980's after the liberalization of markets and privatization of state enterprises, where government's role in the economy has significantly decreased. As of the 2000's, as a result of structural reforms, political stability and economic growth, the share of Turkey in the worldwide investments increased annually. We may well state that Turkey has indeed become an investor-friendly jurisdiction as a result of these developments. Certain incentives and tax expenditures are made available as well for the promotion of investment in selected sectors and regions.
Turkey is rapidly emerging as a high-growth market in various sectors. With its young workforce and geographical importance, it is an attractive destination for investment and already one of the largest economies in the world. According to the OECD, the country is expected to become the second fastest growing country in the world as of 2018.
It is also an important base for delivery of products and services via land transportation, sea-shipment etc. with its unique location serving as a gateway between Europe and Asia that enables access to a wide range of markets from Western Europe, Middle East, Gulf region, Mediterranean, Black Sea and Turkish republics of Central Asia.
Turkey's effort to be attuned to European Union rules and practices is also an important factor attracting foreign investors to the country. In this respect, the ongoing EU accession negotiations are a key factor for the development of business opportunities. In addition; the country is a member of various multilateral organizations such as G-20, OECD, ILO, WTO, IMF and party to several international contracts and tax treaties.
We can sincerely advice to the potential investors to enter into Turkish market considering the facts that the territory is a gateway to several markets worldwide, European business ethics and modern management practices are implemented in the business life, use of English in business is increasing, the population is the youngest and fastest growing in Europe. Potential investors should also consider the benefits they may enjoy here i.e. incorporating a company and starting business in Turkey takes an average of 6-7 days. Investors may also consider benefiting from Turkey or Turkish partners, who know the neighboring markets well, to access other business opportunities throughout Asia, the Caucasus, the Middle East and North Africa.
The basic legislation governing legal entities and corporate law principles is the Turkish Commercial Code numbered 6102 and dated July 1, 2012 (the "TCC"). This Code actually replaced the previous Commercial Code which was effective for more than 50 years without a fundamental change, with a view to modernize Turkish commercial, financial and capital markets.
On the other hand, Turkey started to improve its legislation to encourage foreign investment, as of 2003. FDI Law numbered 4875 was entered into force to that end in June 2003, with an aim to attract more international investors to the country. In general, Turkish legislation adopts "equal treatment principle" which enables foreign investors to be subject to the same rules and procedures set forth for Turkish citizens and companies, when starting business in Turkey. Foreign real or legal persons can enjoy all the investment types and forms of doing business in Turkey, that are available to Turkish citizens or companies.
Accordingly, entities can be set up in various forms in Turkey such as capital companies, branches, liaison offices and joint ventures.
II.I. Capital Companies
The most preferred types of capital companies in Turkey are joint stock and limited company types. In both Joint Stock Companies and Limited Companies, fields of activity, operations, and other corporate matters are governed by articles of association (similar to certificate of incorporation and bylaws in Europe), within the framework set out by the TCC.
Joint Stock Companies
- At least one shareholder (real person or legal entity) and a minimum capital of TRY 50,000 are required. If the shares are subscribed in cash, at least 25% of the share capital must be paid up before registration and the remaining share capital shall be paid within 24 months following the registration.
- Board of directors can be comprised of a single person. Board members are not required to be a shareholder. A legal entity can also be a board member; however in this case, a real person must be designated to represent the legal entity.
- Ordinary General Meeting of shareholders shall be conducted within 3 months following the end of accounting year. Extraordinary General Shareholders' Meeting can also be called whenever required.
- We can say that the legal framework on corporate governance of Joint Stock Companies are better developed and more flexible.
Limited Companies
- At least one shareholder (real person or legal entity) and a minimum capital of TRY 10,000 are required. Share capital must fully be paid in.
- Limited Companies are managed and represented by all shareholders. A manager or managers can be appointed for the management of the company from outside, to be authorized to represent the company together with the shareholders, provided that one of them is a shareholder to the company. If the company has more than one manager, one of them shall be appointed as the chairman of its board of managers by the general assembly. Work permit can also be required for foreign managers. If you cannot designate a manager at the beginning of incorporation process, we can appoint a temporary manager in consideration of a monthly service fee.
- Limited Companies are generally used for projects and investments in smaller scale.
II.II. Branches
Branch offices have autonomous capital and accounting to carry out commercial transactions with third parties, although they are closely associated with the parent company in respect of internal management. This means that rights, debts, profits and losses of the branch offices are assumed by the parent company. A branch office can only engage in activities of its parent company. It cannot provide goods and services or engage in any commercial activities that are not specified in the parent company's articles of association.
Although there is no legal capital requirement for branch offices, it is required that the incorporating company maintains a capital sufficient to run the branch office in practice.
A branch office shall use the same corporate name as that of the parent company by indicating that it is a branch office and also contain the location of the head office and the branch office. A fully authorized commercial representative (branch office manager) residing in Turkey needs to be appointed in order to run day-to-day business of the branch office.
II.III. Liaison Offices
Under Turkish law, a liaison office cannot deal with any commercial or cash generating activities. It can only conduct "non-commercial activities" such as market research, customer services, gathering information, carry out advertising and promotional activities in Turkey and contact with the customers or suppliers of the parent company. A liaison office cannot repatriate funds except for termination or liquidation proceeds of the liaison office.
Foreign companies are allowed to establish liaison offices in Turkey subject to the permission of the Ministry of Economy. The amount of capital invested must be in-proportion to the proposed expenditures of the liaison office.
II.IV. Joint Ventures
"Joint Venture" is defined as the engagement of two or more real or legal persons cooperating with the purpose of executing a particular commercial undertaking, under Turkish Law.
According to Turkish Law, a joint venture may be formed in two different ways;
i. Commercial Company under TCC
Joint Ventures can be established in the following company forms, according to the TCC;
- General partnership,
- Limited partnership,
- Joint Stock Company,
- Limited company
- Cooperative company
The most preferred types of Joint Venture in Turkey are Joint Stock Companies and limited companies.
ii. Ordinary Company under Turkish Code of Obligations
Ordinary Companies governed by the Turkish Code of Obligations, are not considered as legal entities. As per a joint venture established as an ordinary company, parties would determine the terms and conditions thereof in written, by means of an agreement, however in case parties do not execute an agreement, the joint venture would be subject to the provisions governing Ordinary Companies under Turkish Code of Obligations.
There are two types of Ordinary Companies;
- Normal ordinary partnership
- Consortium
In Normal Ordinary Partnership, parties are jointly liable for the success or failure of the venture whereas in consortium each party would be liable only for their contribution to the project, dependent on the consent of the creditor. However, such separate liability is only applicable to the liabilities against creditors.
Upon the establishment of the joint venture in one of the company forms explained above, the General Directorate of Foreign Investment shall be informed of such establishment.
Until a foreign businessman or entity reaches the adequate personnel and resources to implement the foregoing business structures in Turkey, entering into transactions in Turkish market can be realized through qualified representatives or efficient sales channels. Personal contacts are extremely important in Turkish business life, so this will help the foreign entrepreneurs to overcome complicated bureaucratic procedures and the language barrier.
Agency agreements are regulated under the TCC. In accordance with the relevant provisions, "Agent" is identified as "a person who, without the title of commercial representative, commercial agent, sales officer or employee, is contracted to intermediate or enter into agreements on behalf of an enterprise in a specific place or territory, on a continuous basis."
Agents cannot execute agreements on behalf of their clients, unless they are granted with this power in written. In case the Agent enters into an agreement as exceeding its authority, the Agent itself shall personally be liable from the called for liabilities, unless the client gives consent to the validity of the agreement.
The most noteworthy provision on agencies introduced by the TCC is regarding the termination of the agency contract, which states that the agent acquires an indemnification claim at the end of the agreement if certain requirements are met (Article 122), which is called as the "Clientele/Portfolio Compensation".
Other than the clientele indemnification, the agent may also request loss of profits, compensation for the investments made for its activities within the scope of the agreement and its non-pecuniary damages pursuant to the general provisions of TCC and Turkish Code of Obligations.
Distribution agreements are not clearly defined and regulated in the Turkish legislation as a specific type of agreement.
Distribution agreements usually include the following features;
- Continuity
- Validity for a certain region
- Distributor acts on its own behalf
- Distributor to promote and take necessary measures in order to protect the reputation of products
The difference between an agent and a distributor is that the distributor buys, markets and undertakes the risk of the product however the agent only acts as the intermediary and realizes the sales on behalf and for the account of its supplier.
It is stated in the TCC Article regulating the above-cited Portfolio Compensation for Agencies, that this rule shall also apply to exclusive distributorship and similar continuous contract relations which grants monopoly right, provided that claiming for such indemnification is not against good faith.
Franchise has been in a rapid growth in the recent years in Turkey, especially in the sectors of food, fast-food, service and textile, that have been the most preferred areas of investment for franchising so far.
Franchising relations are not regulated under a specific category in Turkish laws, rather it is regarded as a mixed type of contract. In practice, provisions on Agency of the TCC are applied, due to certain similarities. Franchisor vests license rights to the franchisee and supports the franchisee continuously during its business activity, whereas the franchisee undertakes to pay a franchise fee and a royalty to the franchisor, by supporting the franchisor's sale of products or services. During its business activity, franchisee adapts the franchisor's system exactly and abide by the franchisor's instructions. Royalty amount varies on the franchisor.
Turkish franchising market provides various opportunities to the investors intending to give or acquire franchise in Turkey. After the economic crisis on global scale, franchising became a more preferred investment in Turkey, than capital investments. Funding support of Banks has also provided franchisors to obtain loans more easily. Foreign investors should also consider the advantage that franchising will allow them to penetrate to the related market and reach to the target customer group in Turkey more effectively, via Turkish franchising partners who know the market demands and have experience on customer behaviors in Turkey.
It is possible to enter into employment contracts with employees both for definite and indefinite durations in Turkish Law. Contracts with a term of one year or more have to be in written form. Trial periods up to two months in case of individual contracts (and four months in case of collective contracts) may be agreed upon provided that the employee is paid for his work during such period.
Working Hours
The maximum hours an employee can work in a week is 45 hours. Overtime work is permitted provided that the employee's consent is obtained and the Regional Labor Directorate of the Ministry of Labor and Social Security is notified in advance. The overtime request should occur as a result of a solid reason such as specifics of work or increase of production in a workplace. Overtime work cannot exceed 270 hours in a year. An overtime-working employee is entitled to receive 150% of his normal hourly working salary, if the overtime work exceeds 45 hours in a week. The overtime salary would be 125% of the normal hourly salary if the normal working hours plus overtime work are below 45 hours a week.
Annual Paid Leave
An employee, who has completed one year in the same workplace, including the trial period, is entitled to annual paid vacation. The minimum period of vacation varies between 14 to 26 business days depending on the years of employment. An employment contract may provide for longer vacation periods.
Social Security and Pension Funds
All employees must be covered by the social security system and pay social security contributions. According to the provisions of the Social Insurance Law, workers employed automatically become insured under the coverage of the said Law. The rights and liabilities of the insured workers as well as their employers start as of the date of employment. The right and liability to become insured cannot be renounced.
In addition to the social security system, employee may participate to a private pension fund established by pension companies. The employer may also participate in the fund on behalf of the employee at its sole discretion. The pension fund system, which was recently introduced to the Turkish labor environment, aims to enable the individuals to make a safe saving to be used in their elderly years. Such savings may be claimed either as a retirement salary or a lump-sum payment. However, this law does not totally provide for an alternative to the existing social security system.
Employees are entitled to receive a salary in cash in return for work. As a general rule, employees' salaries are to be deposited to a bank account in Turkish Liras at least once a month. It is, however, possible for the employee and the employer to agree on the remuneration in a foreign currency and the payment thereof in such currency. The parties to the employment contract are free to determine the amount of salary provided that such salary shall not be below the minimum wage applicable as determined by the Minimum Wage Determination Committee.
In addition to the salary, fringe benefits cost employers about 30-40% of blue-collar worker's gross wages and 25-30% of white collar salaries. The most common fringe benefits are meals, transportation, and yearly bonuses of two or four month's salaries. In addition, cash benefits payable in the event of births, marriage, etc. and heating and clothing allowances are provided through collective bargaining agreements.
In order to be able to work and reside in Turkey, all non-residents must obtain a work permit from the Ministry of Labor and Social Security and a residence permit from the Ministry of Internal Affairs.
According to the Law on Foreigners' Work Permits numbered 4817, there are some requirements to be fulfilled in Turkey in terms of work permits, some of which can be listed as follows;
- At least five Turkish citizens must be employed at the workplace, for which a work permit is requested. In case the foreigner requesting work permit is a partner of the company, the aforementioned condition will be required for the last 6 months of one-year work permit to be granted by the Ministry.
- Paid-in capital of the workplace must be at least TRY 100,000 or the lowest figure for its gross sales amount must be equal to TRY 800,000 or its export amount in the last year must be at least USD 250,000.
- If the foreigner requesting work permit is a partner of the company, (s)he must hold at least 20% shares in the company, provided that such percentage corresponds to at least TRY 40,000.
Also, recruiting foreigners within the scope of Foreign Direct Investment Law shall be made in accordance with the "Communiqué on Employing Foreigners in Foreign Direct Investments". As per the Foreign Direct Investment Law, the followings are regarded as 'foreign investor';
- real persons residing abroad having a foreign nationality and Turkish citizens residing abroad,
- foreign legal entities established under the laws of foreign countries,
- international institutions, which effect "foreign direct investments" in Turkey.
According to the said Communiqué, foreigners having "key personnel" status who are employed in "foreign direct investments with exceptional features" shall be subject to a separate procedure for work permits. There are specific features for a company, branch or liaison office to be considered as "foreign direct investments with exceptional features". On the other hand, there are also certain conditions to be met to fall under the definition of "Key Personnel". However, even for the companies which are deemed as "Direct Foreign Investments with Special Features", the general provisions on work permits (Law on Foreigners' Work Permits numbered 4817 and relevant regulations) shall be applied for other foreign employees who are not regarded as "key personnel".
A trademark registration in another country does not give automatic protection for the same trademark in Turkey. In order to benefit from trademark protection in Turkey, the trademark needs to be registered with the Turkish Patent Institute (the "TPI").
In fact, the owner of a trademark does not need to apply to registration proceedings to technically own exclusive rights to the trademark, as the actual use of the trademark will automatically grant exclusive rights to the owner. However, the owner of the registered trademark will be in a considerably more advantageous position in respect of protection and will benefit favorable outcomes of the registration. These, include, among others (i) evidence to owner's exclusive rights of which burden of proof of contrary vests in the opposing party (ii) notice to those conducting trademark searches (iii) facilities in obtaining fast and effective precautionary injunctions from courts (iv) priority right in international registration applications filed within 6 months following national application.
Under Turkish trademark protection system, the person who, without the consent of proprietor of the trademark, produces, sells, distributes, puts to commercial use or, imports for these purposes or keeps in possession for these purposes, the products under the trademark shall be liable to remedy the illegality and to compensate the damages caused.
Once registered, the trademark will be protected for a period of 10 years beginning from the filing date of the application and registration may be renewed for an unlimited periods of successive 10 years. The rights conferred by a registered trademark shall prevail against third parties from the date of publication of the trademark registration.
Domain Names
Internet domain name registries, ending with extensions as ".com", ".net" are performed by various companies under the supervision of ICANN with the "first applicant takes" rule. Various right losses are occurring due to buying of Internet domain names by persons other than the real right holders. In such case, a cautionary junction verdict may be requested within the frame of the provisions of unfair competition or trademark violation.
Two letter domains, such as ".tr" (which is the domain name extension in Turkey) are called country code top-level domains and correspond to a country, territory, or other geographic location.
The official entity which is assigned to register top level such domains in Turkey is Middle Eastern Technical University.
Below are some of the available domains under the domain name ".tr":
- ".com.tr", ".biz.tr" and ".info.tr" are sub-domain names for individuals and organizations involved in commercial activities according to certificate
- ".net.tr" is a sub-domain name for institutions and organizations which offer internet supply services, value-added wide-scale services such as web, portal, scanning, e-mail, etc. over the internet and application supply services;
- ".org.tr" is a sub-domain name for institutions and organizations such as foundations, associations, NGOs and alike;
- ".web.tr" and ".gen.tr" are sub-domain names for which individual and organizational applications (general) can be made and the allocation is made on a "first come, first served" and "domain name-individual/organization relation is not required" basis;
- ".gov.tr" is a sub-domain name for Turkish governmental organizations and institutions;
- ".av.tr" is a sub-domain name for freelance lawyers, law offices and lawyer partnerships
- ".name.tr" is a sub-domain name for the personal use of Turkish citizens and foreigners living in Turkey;
Some of above mentioned sub-domain names does not require any documents from the applicant, for instance ".web.tr" and ".gen.tr". However, if one wants to apply for a sub-domain name such as ".com.tr", ".biz.tr", ".info.tr", ".org.tr", ".net.tr", ".org.tr", ".gov.tr", ".av.tr", ".k12.tr", ".edu.tr", ".pol.tr" or ".mil.tr", the appropriate documents are required to be provided. Though, please note that if ".tr" registration application is based on foreign originated documents, the applicant will be requested to prove that the name it has chosen as the domain name is either used in Turkey by the rightful owner or that they are in business venture. In other words, applicants shall have business activity in Turkey or have business relationship with a company which is present in Turkey (via distribution agreement etc.). Otherwise it is not possible for a foreign individual or company to register ".tr" domain name.
Turkish domain names can be registered from one to 5 years where upon completion of the protection period it can be renewed from one to 5 years with the payment of the respective renewal fee.
Competition rules are mainly regulated under the Law on the Protection of Competition numbered 4054 ("Competition Law"). Turkish Competition Authority is the competent authority supervising the competition in Turkey.
Agreements, Concerted Practices and Decisions Limiting Competition
According to the Article 4 of the Competition Law;
"Agreements and concerted practices between undertakings, and decisions and practices of associations of undertakings which have as their object or effect or likely effect the prevention, distortion or restriction of competition directly or indirectly in a particular market for goods or services are illegal and prohibited.
Such cases are, in particular, as follows:
a)Fixing the purchase or sale price of goods or services, elements such as cost and profit which form the price, and any terms of purchase or sale,
b) Dividing the markets for goods or services, and sharing or controlling all kinds of market resources or elements,
c) Controlling the amount of supply or demand in relation to goods or services, or determining them outside the market,
d) Impeding and restricting the activities of competing undertakings, or excluding firms operating in the market by boycotts or other behaviour, or preventing potential new entrants to the market,
e) Except for exclusive dealership; applying different terms to persons with equal status for equal rights, obligations and acts,
f) Contrary to the nature of the agreement or commercial practices, obliging to purchase other goods or services together with a good or service, or tying a good or service demanded by purchasers acting as intermediary undertakings to the condition of displaying another good or service by the purchaser, or putting forward terms as to the resupply of a good or service supplied.
In cases where the existence of an agreement cannot be proved, the similarity of the price changes in the market or the balance of demand and supply or the operational areas of undertakings with the markets where competition is prevented, distorted or restricted, constitutes a presumption that the undertakings are engaged in concerted practice.
Each of the parties may relieve itself of the responsibility by proving not to engage in concerted practice, provided that it is based on economic and rational facts."
In Article 5, exemptions to this provision are set forth as follows;
"The Competition Board, in case all the terms listed below exist, may decide to exempt agreements, concerted practices between undertakings, and decisions of associations of undertakings from the application of the provisions of article 4:
a) Ensuring new developments and improvements, or economic or technical development in the production or distribution of goods and in the provision of services,
b) Benefitting the consumer from the above-mentioned,
c) Not eliminating competition in a significant part of the relevant market,
d) Not limiting competition more than what is compulsory for achieving the goals set out in sub-paragraphs (a) and (b).
Exemption may be granted for a definite period, just as the granting of exemption may be subjected to the fulfillment of particular terms and/or particular obligations. Exemption decisions are valid as of the date of concluding an agreement or committing a concerted practice or taking a decision of an association of undertakings, or fulfilling a condition if it has been tied to a condition.
In case the terms mentioned in the first paragraph are fulfilled, the Board may issue communiqués which ensure block exemptions for the types of agreements in specific subject-matters and which indicate their terms.
Abuse of Dominant Position
Other important term in Turkish Competition Law is the "Abuse of Dominant Position" regulated under Article 6. "Dominant Position" is explained as; "The power of one or more undertakings in a particular market to determine economic parameters such as price, supply, the amount of production and distribution, by acting independently of their competitors and customers" in the Definitions section of the Law. Accordingly, it is stated in Article 6 that;
"The abuse, by one or more undertakings, of their dominant position in a market for goods or services within the whole or a part of the country on their own or through agreements with others or through concerted practices, is illegal and prohibited.
Abusive cases are, in particular, as follows:
a) Preventing, directly or indirectly, another undertaking from entering into the area of commercial activity, or actions aimed at complicating the activities of competitors in the market,
b) Making direct or indirect discrimination by offering different terms to purchasers with equal status for the same and equal rights, obligations and acts,
c) Purchasing another good or service together with a good or service, or tying a good or service demanded by purchasers acting as intermediary undertakings to the condition of displaying another good or service by the purchaser, or imposing limitations with regard to the terms of purchase and sale in case of resale, such as not selling a purchased good below a particular price,
d) Actions which aim at distorting competitive conditions in another market for goods or services by means of exploiting financial, technological and commercial advantages created by dominance in a particular market,
e) Restricting production, marketing or technical development to the prejudice of consumers."
Real estate acquisition by foreign real and legal persons is regulated under the Land Registry Law numbered 2644. New fundamental principles were adopted with this law for the acquisition of real estate by foreign real persons and companies.
Before this Law, it was stipulated that the rights granted by a foreign country to its own citizens or companies should also be granted to the citizens and companies of the Republic of Turkey. With the new regulation, such "reciprocity principle" has been removed in order to facilitate the real estate acquisition for foreigners.
Accordingly, real persons, companies established in foreign countries and foreign-capital companies are entitled to acquire real estate in Turkey under the conditions of the Land Registry Law.
The terms "Foreign Company" and "Foreign-Capital Company" stand for different meanings in Turkish legislation. Foreign-Capital Companies are accepted as the companies incorporated in Turkey where foreign investors hold 50 % or more shares individually or collectively or where they are entitled to appoint or remove the managers on condition that the said company has a legal personality in Turkey, whereas a "foreign company" represents any company established abroad.
Foreign companies are entitled to acquire real estate and limited property rights in Turkey under special laws such as the Petroleum Law, Law on the Encouragement of Tourism and Law on Industrial Zones.
With regard to the property purchase of Foreign-Capital Companies, the "Regulation on Real Estate Purchase and Acquisition of Real Property Rights by Foreign-Capital Companies" (the "Regulation") applies. The procedures have been accelerated for the minimization of bureaucracy and limitation of the required documents under the related rules. In previous regulations; time limits, definitions and the required documentation were not clear enough, which was causing the related procedures to be longer and more difficult.
Accordingly, Foreign-Capital Companies can acquire ownership of a real property or in rem rights if such acquisition is in relation to the scope of activities stipulated in their Articles of Association. However, acquisition of a real property or limited rights in a Military Restricted Zone, Military Security Zone or a Strategic Zone is subject to the approval of the commanderships, which are authorized by the General Staff. The acquisition is also subject to the Governorate's approval where the immovable is located, if such location falls within a special security zone.
It should be noted that foreign foundations and associations cannot acquire real estates or limited property rights in Turkey yet.
The new TCC, which is primarily based on Swiss Mergers Code and EU directives, provided significant easiness on the procedure of mergers and acquisitions in practice.
According to Article 136 of the TCC; there are mainly 2 ways for the merger of companies;
Merger through Incorporation of a New Company: In this method, first a new company is established and merging companies dissolve without liquidation process, where the assets of the new company will consist of the assets of the merging companies by way of succession/subrogation. Shareholders of the merging companies will become shareholders to the new company, by operation of law.
All assets and liabilities of merging companies become assets and liabilities of the new company and the shareholders of the merging companies become the shareholders of new company, pro rata to their previous shareholdings in the merging companies.
We do not encounter much with this method of merger in practice. Generally, "Merger by Acquisition" is a more preferred way by commercial enterprises. Such way is much more practical than the "Merger through Incorporation of a New Company".
Merger By Way of Acquisition: One or more companies merge(s) into another company, as a result of which, the merging company dissolves and the acquiring company takes over all its assets by succession and remains as one company.
Shareholders of the merging companies become shareholders of the acquiring company, by receiving shares in such company. The merging company is dissolved without exercising a liquidation process and the shareholders will automatically become the shareholders of acquiring company, pro rata to their shareholding in the merging company.
All assets and liabilities of merging company automatically become assets and liabilities of the acquiring company and appear in the balance sheet of the company.
Mergers in Turkey are generally conducted via a "merger agreement" which shall be approved by the shareholders' general assemblies of the acquiring and target companies. Once the merger resolutions are adopted in this manner, companies should apply to the competent Trade Registry to register the transaction and announce it with the Trade Registry Gazette. 30 days before such general assembly meetings, companies participating to the merger shall submit to the inspection of shareholders the merger agreement, merger reports, financial tables and annual reports pertaining to the previous 3 years, holders of profit-sharing certificates, bearers of securities issued by the company and other relevant parties and, for public joint-stock companies, at locations determined by the Capital Markets Board.
Simplified Merger
The new Turkish Commercial Code also provides for "simplified merger", which may be applied in below cases;
- In case the transferee company directly owns all the shares of the assignee company which provide voting rights, such companies may merge according to the simplified procedure.
- In case a certain company (or companies) owns the shares of two merging companies with voting rights, these two are able to merge under the procedure of simplified merger.
- If the transferee company owns 90% of the shares of the assignee company which provide voting rights, simplified procedure can again be applied.
Competition Aspects
Mergers and acquisitions in Turkey are subject to certain competition rules. Article 7 of the Law on the Protection of Competition numbered 4054 is regulating the general competition rules on mergers and acquisitions. Under this provision, the Law empowers Turkish Competition Board to determine and publish the categories of mergers and acquisitions which to be considered as legally valid, require a prior notification to the Board.
Within this context, Communiqué numbered 2010/4 on the "Mergers and Acquisitions Subject to the Approval of the Competition Board" is adopted by the Board. The Communiqué sets forth that following transactions will be subject to the Competition Board approval;
- In case total turnover of the parties realized in Turkey is exceeding 100.000.000.-TL and Turkish turnovers of at least two of the parties are exceeding 30.000.000.-TL separately; or
- If the asset or facility subject to acquisition or, in case of a merger, one of the transaction parties' turnover realized in Turkey exceeds 500.000.000.-TL and one of the other transaction parties' worldwide turnover exceeds TL 30.000.000.-TL
Labor Law perspective
According to Turkish Labor Code, in case a company is transferred to another partially or wholly as a result of a legal transaction, employment contracts will pass on to the transferee side, with all the related rights and obligations. The transferor or transferee is not authorized to terminate the employment contracts solely for the reason of a merger transaction, nor shall the employee is entitled to terminate the contract for a rightful reason. If there is a collective labor agreement, the provisions of such agreement should be taken into account during the determination of the obligations of the transferor and transferee parties against the employee.
V.I. Corporate Income Tax
Income and earnings of corporations, companies, Turkish branch offices of foreign firms, joint ventures, cooperatives and public enterprises are subject to corporate income tax in Turkey.
Residence is of considerable importance for corporate income taxation. Residents are fully liable under the Turkish tax system (that is, they pay taxes based on their worldwide income). Non-residents have limited liability, as being subject to tax on only their business earnings derived in Turkey.
Corporations have full liability against Turkish taxation if their legal headquarters (as indicated in the taxpayer's Articles of Association) or their business centers are in Turkey. Business center means the place where business transactions are actually concentrated or carried out. All companies established with foreign capital under the TCC have full liability in this sense.
Foreign companies investing in Turkey may have corporate status abroad, in such case their legal and business headquarters are outside of Turkey. For this reason, foreign companies or foreign members of joint venture companies are usually regarded as having limited liability under the Corporate Income Tax Law and are subject to tax only on their business income and earnings derived in Turkey.
Tax Rate
Taxable corporate income is determined by taking into consideration all business-related expenses, income, tax losses and deductions in accordance with the provisions of Articles 8, 9, 10 and 11 of the new Corporate Income Tax Law.
Corporate income tax rate is currently 20%.
Dividend Withholding Tax
The dividend withholding tax rate is 15% on distributions of profit to non-resident shareholders and amounts repatriated by a branch to its head office. Dividends distributed by a resident Turkish entity to another resident Turkish entity continue to be exempt from dividend withholding tax.
V.II. Major Transaction Taxes
i. Value Added Tax (VAT)
Deliveries of goods and services are subject to VAT at rates varying from 1% to 18%. The general rate applied is 18%. VAT payable on local purchases and on imports is regarded as "input VAT" and VAT calculated and collected on sales is considered as "output VAT". Input VAT is offset against output VAT in the VAT return filed at the related tax office. If output VAT is in excess of input VAT, the excess amount is paid to the related tax office. Conversely, if input VAT exceeds output VAT, the balance is carried forward to the following months to be offset against future output VAT. With the exception of a few situations, such as exportation and sales to an investment incentive holder, there is no cash refund to recover excess input VAT.
There is also a so-called "reverse charge VAT mechanism", which requires the calculation of VAT by resident companies on payments to foreign countries. Under this mechanism, VAT is calculated and paid to the related tax office by the Turkish company. The local company treats this VAT as input VAT and offsets it in the same month. This VAT does not create a tax burden for the Turkish and the non-resident company, except for its cash flow effect for the former, if there is no sufficient output VAT to offset there from.
ii. Special Consumption Tax
There are four main product groups that are subject to special consumption tax at different tax rates:
- Petroleum products, natural gas, lubricating oil, solvents and derivatives of solvents
- Automobiles and other vehicles, motorcycles, planes, helicopters, yachts
- Tobacco and tobacco products, alcoholic beverages
- Luxury products
Unlike VAT, which is applied on each delivery, this tax is charged only once.
iii. Property Tax
Buildings and land owned in Turkey may also be subject to real estate tax at different rates.
iv. Stamp Tax
Stamp tax applies to a wide range of documents, including but not limited to agreements, financial statements and payrolls. Stamp tax is levied as a percentage of the monetary value stated on the agreements at rates ranging from 0.15% to 0.75%. Please note that salary payments are subject to stamp duty at the rate of 0.6% over the gross amounts paid, whereas a lump sum stamp tax is calculated for financial statements.
v. Withholding Tax
Under the Turkish tax system, certain taxes are collected through withholding by the payers in order to secure the collection of taxes. These include income tax on salaries of employees, lease payments to individual landlords, independent professional service fee payments to resident individuals; and royalty, license and service fee payments to non-residents.
Companies in Turkey are responsible for withholding such taxes on their payments and declaring them through their withholding tax returns. However, please note that local withholding tax rates may be reduced based on the available bilateral tax treaty provisions.
Free Zones are the special sites considered outside the customs area, although being located within the political borders of a country. These zones are designed to increase the number of export-focused investments. Legal and administrative regulations in commercial, financial and economic fields applicable within the customs area are either not implemented or partially implemented in such Free Zones.
In general all kind of activities can be performed in Turkish Free Zones such as manufacturing, storing, packing, trading. Investors are free to construct their own premises, while zones have also available office spaces, ateliers, or warehouses on rental basis with attractive terms. All fields of activities are open to Turkish and foreign enterprises.
XI.I. Starting to Operate in Free Zone
In order to engage in operations in free zones, an Operating Licence has to be obtained from Undersecretariat for Foreign Trade Directorate General of Free Zones. The firms, which are found appropriate to obtain an Operating Licence, intend to rent an open area are obliged to sign a rental contract with the Zone Operator, Founder/Operator Company.
Term of the Operating Licence is 10 years for tenant users who intend to rent a completed office, and 20 years for investor users who intend to build their own offices. However, this term is 15 years for tenant users and 30 years for investor users who are engaged in production activities. If the users engaged in production activities intend to operate in other fields of activities, then the term of the Operating Licence is 20 years on the condition that they operate in their same offices. If the investor users holding an Operating Licence in the field of activities other than production then the term of the Operating Licence is also 20 years.
Users may start to operate upon the receipt of their Operating Licences.
XI.II. Subsidies Offered in Free Zones
i. Free zone users that operate under production licence are exempted from the income or corporate taxes until the end of the taxation period of the year Turkey becomes full member of the European Union.
The free zone users obtained operating licence other than production, before the date of 06.02.2004, the income or corporate tax exemption continues during the validity period of the operating licence. The free zone users operating in a field other than production, after the date of 06.02.2004, do not enjoy income or corporate tax exemption, meaning that the firms operating in production activities can still benefit from income or corporate tax exemption in free zones (until the end of the taxation year including the date Turkey becomes a full member of the European Union).
ii. Since the trade conducted between Turkey and the free zones is subject to the foreign trade regime, free zone users can purchase goods and services from Turkey without paying Value Added Tax.
iii. The wages of the employees of the users which export at least 85% of the FOB value of the goods they produce in the free zones are exempted from income tax.
iv. The transactions and arranged documents related to the activities carried out in the zones by the manufacturer users are exempt from stamp duties and fees.
v. There is no limitation on the proportion of foreign capital participation in investment within the Free Zones.
vi. There are no procedural restrictions regarding price, standards or quality of goods in the Turkish Free Zones.
vii. Contrary to most Free Zones in the world, sales to the domestic market are allowed.
viii. The goods can remain in the zones without any time limit.
ix. The advantages provided in the free zones are available to all firms regardless of their origin.
x. Since free zones are part of the Turkey-EU Customs Territory, the goods in free circulation can be sent to the EU Countries by an A.TR certificate. Customs duties for the goods of third country origin are also not paid at the entry into the free zones. However, the goods of third country origin that are not in free circulation can be sent to the EU countries by an A.TR certificate, only after the customs duties are paid over the rates determined in the Common Customs Tariff.
xi. The goods in free circulation can be sent to Turkey or to the EU countries from the free zones without any customs duty payment. Moreover, no customs duty is applied on the goods of third country origin at the entrance into the free zones and exit to the third countries.
In accordance with the above, operating in a free zone can be more advantageous for the firms which;
- Sell abroad the goods they produce with imported inputs,
- Engage in re-export and/or barter transactions
- Prefer to use foreign currency in all transactions (wholesalers, manufacturers).
XI.III Costs
Application Fee
In order to operate in free zone, an application fee of $5.000 shall be paid.
Each free zone is entitled to determine and apply its own designated rent amount. Enterprises may also purchase property, within specific free zone areas.
Undersecretariat of Foreign Trade issues a tariff every year, to constitute guidance for the rentals or sales prices to be applied in free zones.
Monthly Service Charges
There are also monthly service charges determined by each free zone management, for the usage of electricity, natural gas, water, telephone, weighing machines, handling services, entry of vehicles, disposal of garbage etc.
Ketenci & Ketenci | ILP


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MHRA publishes the outcome of MLX 364.
NUCIG has and will continue to work with the
MHRA to assist as we can in defining the appropriate regimes our
business should be working under to support best the needs of our
industrys user community. In the mean time we will continue to take a
leading position in driving innovation and quality and keep you our
customers at the centre of our business motivations.
The MHRA report can be read in full following this link.

subset: commoncrawl


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While Electronically Traded Funds (ETF) aren?t the best investment in history (look to real estate for that), they are something the beginning investor should be aware of, if for no other reason than beneficial tax consequences when compared to other stock market strategies.
As a collection of investments like stocks, bonds, commodities, or even real estate, an ETF is similar to a mutual fund in that it can be purchased through an investment company or brokerage house. Compared to mutual funds, ETF?s have a lower turnover rate of their holdings which, in turn, reduces your tax burden. Remember, any time a fund buys or sells a holding it triggers:
1. taxes
2. commissions
3. transaction costs
All the above are passed on to the investor so, all other factors being equal, it makes sense to invest where there is little turnover. With a mutual fund, you can normally expect to pay about 1.5% of your total yearly return just for the management fees. An ETF is substantially lower. ETF?s also offer the ability to target certain segments of the economy with your investing.
There is a transaction cost of $10 to $50 every time you buy or sell an ETF, so keep in mind this should be a buy and hold type of investing. Hyperactive traders need to look elsewhere for their gambling fix.
The Young Wealth Team


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Splendor of sacred polyphonies by Gilles Binchois (1400-1460) alternating with English anonymous carols and plainchant in 15th century style. The expertise acquired by Discantus in the oldest repertoires wonders in these 3-parts early Renaissance polyphonies. Female voices provide exceptional clarity.
Ensemble Discantus
9 women voices and handbells
With Christel Boiron, Hélène Decarpignies, Anne Guidet, Lucie Jolivet, Brigitte Le Baron, Brigitte Lesne, Caroline Magalhaes, Catherine Schroeder, Catherine Sergent, or, following availability, Emilie Fleury, Vanessa Fodil...
Brigitte Lesne / conception and musical direction> Wind trio Alta may also join (shawms and slide trumpet) alternating or in tutti with the voices, for an ideal polyphonic configuration.


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Resources Within Reason: Resources to Support Teaming and Collaboration Practices
The DEC Recommended Practices provide guidance to families and professionals about the most effective ways to improve learning outcomes and promote development of young children, birth through age 5, who have, or are at-risk for, developmental delays or disabilities. Teaming and Collaboration: Building and Sustaining Partnerships is the sixth edition of the DEC Recommended Practices Monograph Series, and it offers professionals and families multiple ways to implement the teaming and collaboration practices across the settings in which children grow and learn.
Available here: Division for Early Childhood
For more information, please contact:Division for Early Childhood at email@example.com


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King Colosus rose from the streets of Carol City to malls all over America when he signed a groundbreaking independent distribution deal in 2008 for his solo rap debut.
But before his album was ever shrink-wrapped and stocked on the shelves at Best Buy, his lyrics echoed through the rec rooms of South Florida prisons.
Today, he and his Dade Fire conglomerate work with former Kansas City Chiefs running back Thomas Jones and the School for Audio Engineering, while consistently grinding out indie releases.
We here at Crossfade caught up with the never-sleeping artist to talk about his past, murders in Miami, and what the future holds.
See also:
-Madball's Freddy Cricien Talks NYC Hardcore, Working-Class Ethics, and Trayvon Martin
Crossfade: How has your music changed over time?
King Colosus: When it all started, it was about how I'm a hood nigga. Now it's still street but more about street awareness, bringing certain things to light. I don't just wanna talk about the regular bullshit.
I wanna talk about the security guard who shot my homeboy in the back on the way to his car. He had no gun or nothing, and this racist-ass shit happens on the regular.
My condolences. What happened with that?
He was in the parking lot at The Lexx. I guess he had a verbal altercation, and this nigga the security guard shot him in the back seven times in broad daylight, at 6 o'clock in the afternoon, and saw no time.
This type of shit go on on the regular. There's like a million Trayvons, but not all get blown up. There's no publicity because of the politics. The TV don't talk about it unless they benefit from it financially. Same old shit.
I still got club shit about fucking bitches and smoking weed, but I'm trying to do more shining light and bringing attention to shit that gets ignored out here.
So, you started off rapping on a little karaoke machine right?
Yeah man back in 6th grade I had a small little karaoke machine and a microphone. I used to skip school every other day, and it got me kicked out, but at the time it was good. I had my little crew that I rapped with and that eventually led me to engineering my own shit.
What was your next move?
The first professional studio I rapped in was Studio B in Carol City and shit. It was great. I learned a lot about recording, and started mixing, and mastering, but it was getting expensive for a nigga 15, 16 years old to keep paying for studio time like that.
What was your first real song?
I had this song "Take Em Thangs Off," and it was pretty much about niggas flossing jewelry and spending all they money on that instead of giving back to the community, and it was basically about how if they go in the wrong hood they have to take off they chains or some nigga gon' rob yo fuck ass.
Street shit...
Yeah that's what I was on at that time,and that was the first song I did in the studio that I not only recorded, but I wrote, produced, and mixed my own song. And I was just impressed by what I accomplished.
You make beats too?
Yeah, I had a little MPC and a Yamaha keyboard. I didn't know nothing about Midi or anything, I was just trying to get these bitches out. And I remember thinking "I think I could do this shit the rest of my life."
What was your next milestone?
The next major milestone was my first mixtape. The mixtape game really put me on to the entrepreneur side of the music business. The studio work was creative but creating new releases taught me how to promote. I started Dade Fire and took my music on the road from Miami to Orlando, Texas, Atlanta....as far as like 2005-2006, the internet was here but not like now. All we really had was Myspace, you really had to get into the streets moreso for people to hear you.
You had a big song off there right?
Yeah, "Bring It Back" was really just a song about bringing it back to Miami. Ross wasnt really on yet. He was just another local artist really. Pitbull was just on the comeup. Miami was not really in the spotlight.
True, true....
I dropped that song and that was the first time I got a whole lot of support form the city. It was on Video Mix everyday, that was my first music video
Oh shit, hell yeah, Video Mix...
Yeah, Video Mix used to get a lot of airplay in the prisons. Niggas would get out of jail like yo "We from the same hood, used to watch your video everyday when I was locked up..." It was like the Prison MTV. That was like a real good milestone.
What happened after that?
Off the whole street campaign I did for that I ended up signing a Koch Records distribution deal for my debut album "Ahead Of My Time." That was a national deal, and at the time I was like the first rapper from Miami to put out his own nationally distributed album. It was in Best Buy, Target, everywhere, all over America. That was unheard of unless you signed to Atlantic or Def Jam.
Distribution is like that real business side of the music business...
That's how you get paid. And not just that but I got to walk into a Best Buy in Vegas and see my album right there next to Lil Wayne. My whole brand came up, like, you don't have to be signed, you can look like a major on an independent level.
So then Koch imploded or some shit right?
Koch became E1 Music and I went back to my independent route and started working with Dre FIlms. His work got all over the internet and Worldstar and he had a real buzz going and then Ross picked him up and he signed with Maybach as a director.
Shit, there went your video guy...
I had no videographer, and I didn't wanna have to pay for one, so I started Dade Fire Films, and that took off. Now I'm doing music videos, docs for nightclubs, blogs, it's a whole other level. I was always so focused on music and the record label that I missed all these other forms of makin money.
Who you working with?
I'm doing my own music videos, and ones for other artists, a couple corporate clients like SAE, The School For Audio Engineering, Thomas Jones who was running back for the Kansas City Chiefs. He's got a record label, Independently Major Entertainment.
What'd you do for him?
Music video for his artist Blow. We just put his video on Worldstar and that shit had 8 million views in 2 days. That was a real good thing
What you got coming out next?
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Right now I got my new EP coming out July 15th. Last year I had King Shit 1.0, so now I'm doing King Shit 2.0. And a video for every song. At the end it's gonna be like a mini movie.
Where can people find out more?
My website kingcolosus.com, my company dadefire.com , and I'm on Facebook, Twitter and Youtube. You can also email firstname.lastname@example.com or call 786-318-7516.
Follow Crossfade on Facebook and Twitter @Crossfade_SFL.


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Article content
GENEVA — The World Trade Organization (WTO) Appellate Body on Tuesday broadly upheld an April 2018 panel ruling against South Korea's anti-dumping duties on imports of pneumatic valves from Japan. Japan's trade ministry, in a statement issued in Tokyo, welcomed the WTO's latest decision and called on South Korea to halt its "unjust measures against Japanese companies."
The value of pneumatic exports to South Korea last year was 6.4 billion yen ($60 million), it said. ($1 = 107.2700 yen) (Reporting by Stephanie Nebehay and Makiko Yamazaki in Tokyo; editing by Emma Farge)
tap here to see other videos from our team.


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boots: CAT
shorts: H&M DIVIDED
shirt: Style & Co
bag + sunnies: TOMS
The aesthetic of this outfit is definitely vodka mom in LA. You know, the one who has a solid colored Starbucks cup, enrolls her kids in "crystal therapy" at the local yoga studio on the beach, and takes out all her frustrations with life at SoulCycle. For further reference, check out my favorite instagram account, overheard in la.
I'm not usually a patterned shorts person, mainly because until H&M intervened, I A. owned one pair of Levi's cut-offs that were getting the job done and B. always felt like they were too difficult to style for me to bother with. Also, due to my icy black heart, I am cold all of the time, and excessive skin exposure under freezing AC's is not a winning scenario for me. But now, the tables have turned. Mixing them in with my excessive chambray collection has led to a series of outfits that are summer-appropriate, but don't make me look like I maybe got dressed out of my laundry pile. (shh)
It's getting to that point in the summer where we're too far along to do "summer stuff" but also there's still another month until we go back to college. Honestly, I'm ready to get along to sweater weather and piles of pie. Or at least, I think I am right now.
Just wait until that first puddle soaks into my shoes.
x J


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It was a small kine decision. The refusal of one permit, two stages and a handful of nonprofit booths.
In a unanimous succession of "ayes," the members of the Cultural Resources Commission moved to deny a Lahaina Town Action Committee application to organize Halloween entertainment, T-shirt sales and food booths in a heated July 3 meeting.
But this story is not just about a permit or a stage. With this minor verdict handed down by the CRC, whose job is to protect the cultural heritage of Lahaina, came a hefty message, loud and crystal clear: Halloween as we've known it for more than 30 years will no longer be tolerated by Native Hawaiians who think the celebration is disrespectful in an area that was once a home for Hawaiian royalty.
"As a culture we have not stood up and said this is who we are. We have been kind. Generous to a fault," said CRC commissioner Raymond Hutaff. "And so things are allowed to come to a head to where it's very problematic. Now we have realized we are on the wrong path, and we need to change direction."
The question, however, is not if a massive crowd will descend on Lahaina on October 31. For roughly 30 years the costumed masses have ruled the street, and they will no doubt return in force again this year. The CRC—in an attempt to protect culturally valuable historic sites, send a message to the county and appease an impassioned but small group of protesters—has pulled the rug out from under the one entity in Lahaina that attempted to organize and control the party.
Debates about the merit of Halloween in Lahaina have been going on in a series of public CRC meetings since the first complaints came across the desk of the commission in 2006. Letters and testimonies of support from the members of LAC, Lahaina merchants and Maui residents wanting to keep the LAC involved painted the one-day event as fun, harmless and economically beneficial. Opponents point to the negative effects of the large celebration in Lahaina, which over the years has come to be known as the Mardi Gras of the Pacific.
"The Cultural Resources Commission spent a considerable amount of time weighing the pros and cons that the community offered…particularly over the past two years when criticism of the evening activities in Lahaina Town grew into a contentious issue in the community," said Maui County Communications Director Mahina Martin, who attended this year's meeting and pledged the county's support for whatever decision the CRC reached.
The most heated arguments were heard last year in an August meeting in which the CRC reluctantly approved the permit with a 5-1 vote.
"My concern is it's going to happen anyway and I'd rather see it in a controlled environment," said CRC Chairman Sam Kalalau told the Maui News in a 2007 article.
This year the commission voted with concerned Native Hawaiians against the recommendation of the County Planning Department. Denying the permit will force the county to provide many services that the LAC did voluntarily and will prevent several nonprofits from setting up revenue-generating food and activity booths.
It's unclear exactly when and how Halloween in Lahaina, as a major Maui event, got started. Undoubtedly, costumed keiki have been raiding Front Street shops for candy loot for generations, and some time in the 1970s an annual parade of sugared-up little ones became a local tradition. Word of the party spread like wildfire and Front Street quickly became a destination for people from near and far on Halloween night.
In 1990 the LAC voluntarily stepped in to provide a sense of organization to the evening, which many people said was getting rowdy and out of control. They joined forces with the police to close off a portion of Front Street and worked with the Soroptomists, who organize the keiki parade, to combine it with the adult costume contest and live musical entertainment. Artisans and nonprofit groups set up booths for food sales and entertainment under the Banyan tree, while T-shirt sales and promotions were organized to attract revelers on what had become the busiest night of the year in Lahaina. They've been organizing the same event every year since.
"We recommended that they approve the permit," said Planning Department director Jeff Hunt, who attended last July's meeting to deliver the county's official stance on the Halloween permit. "We felt the permits were for amenities that provide positive, healthy alternatives to what many groups opposed about the event, such as excessive drinking. I think that it's unfortunate that there won't be these alternatives that are more creative. Some of the costumes in the contest take a lot of time and thought and people get very creative."
According to the LAC, the merchant group didn't begin the annual costume contest. They did, however, solicit sponsorship and raise funds to offer a bigger and better prize to the contest winners, encouraging ingenuity from the Maui community. Many elaborate Halloween costumes have been proudly paraded across the LAC stage in the 17 years they've organized the contest.
The department's recommendation for approval noted that the LAC has attempted to address some of the concerns Native Hawaiian groups had with the event and that a similar event has been run successfully and without incident since 1989.
"The LAC offered a lot of benefits for the events too, and a lot of those things the county and the taxpayers will have to pick up," said Hunt.
Last year the LAC paid for more than 20 portable toilets across the historical district as well as safety lighting in dark areas around the Banyan tree to support the estimated 30,000 people who come to Front Street on Halloween. They also paid for two extra police officers to keep an eye on the crowds and cleanup crews to return the district to an orderly state once the revelers had cleared.
Hunt also made a point to inform the CRC that voting against the permit application would not be the same as voting against Halloween. The permit was for entertainment stages and use of the historical district, but the public has a First Amendment right to show up in costume on Front Street regardless of whether or not the permit was approved.
"I expected to be able to work together to accomplish what we need to do to find solutions," said LAC Executive Director Rena Sampson, who was also the applicant for the denied permit.
Most of the opposition to the event began after a T-shirt design depicting a headless (and shirtless) Hawaiian warrior holding a pineapple surfaced. The LAC never sold the shirts.
Obviously, the members of the LAC—an organization of merchants and restaurant, activity and hotel owners that promotes tourism and events in Lahaina—are in a position to profit from a well-attended Halloween celebration. The Pioneer Inn has traditionally been booked up months in advance for Halloween; Lahaina restaurant and bar owners have reported sales increases of 25 to 50 percent for that night.
But the LAC does more than organize Halloween festivities. The group is the key sponsor of the International Festival of Canoes, an annual cultural event that promotes traditional Polynesian canoe carving. Lahaina restaurants and hotels, most of which are associated with the LAC, donate accommodations and meals to as many as 50 carvers who spend a week in Lahaina teaching and practicing this ancient art. Lahaina merchants also support the annual Kamehameha parade that honors the Hawaiian king and other great, historical families.
"Our town is known for visitors and caters to visitors as well as residents," said Sampson.
The current economic slowdown is being felt sharply by business all around Maui. This year the LAC did not have enough support to put on the Taste of Lahaina, an event that draws thousands of people each year to sample the creations of different Maui chefs and restaurants and benefits several nonprofit organizations.
"As a business owner I was disappointed in the decision because things like bathrooms, safety lighting and the organization of agencies, like the police and fire, were the role of the LAC," said Jerry Kunitomo, the owner of BJ's Pizzeria in Lahaina. "I think the permit application and the function of the event organizers became confused by the CRC."
The CRC and opponents of Halloween are hopeful that without the organization of entertainment and food booths by the LAC, Lahaina will become a less desirable place to spend the holiday and attendance will dwindle.
It's impossible to estimate what impact the CRC decision will have on business in Lahaina this year. Some say that without alternative entertainment and food options Front Street bars and restaurants could actually receive a boost in business.
According to the permit application, the community organizations that were lined up to take part in the Halloween event this year, and subsequently will suffer without the expected revenue, are: Lahaina Pop Warner, Lahaina High School Band, Kukulu Kumuhan, Santiago Association, Raenette Akima and Maui Surf Groms.
Opponents of Halloween feel strongly that economic gains are not a valid argument to keep the event alive and thriving in the historic district, and that the remnants of Lahaina's important role in Hawaiian history hold more value than the spoils Front Street businesses take from the festivities.
"It hurts me to sit here and allow our history to be dictated by people that want money, that think of money," Uilani Kapu of Kuleana Ku`ikahi testified to the CRC in 2007. "Go and do it in another area, not in our historical areas."
In Lahiana Historical District one, which stretches from Shaw to Papalua streets along Front Street, there are several important cultural sites and remnants, both from when Lahaina was the capital of the Hawaiian Kingdom and from the bustling years when it was a whaling mecca. The great taro patch of the Pi`ilani family stretched across the waterfront where the Pioneer Inn and the Banyan tree now sit. Just beyond that is Moku`ula, the ancient residence of Hawaiian chiefs and the focus of an enormous restoration project that has been underway for more than 10 years.
These and other sites are central to the issues Native Hawaiians have with Halloween in Lahaina, but they're not the only sticking points. Lewdness, public drunkenness and rowdy behavior, combined with noise, traffic and parking issues have compounded the problem.
"Remember that this was the sacred home of the alii." said Patty Nishiyama of Na Kupuna O Maui, a longtime opponent of Halloween in Lahaina. "There's been so many changes, the children are confused. We don't want confusion for our culture, our island."
It would be a far stretch to say Halloween is a cultural celebration. In the Catholic religion Halloween falls on the day before All Saints Day and observers traditionally dress up as goblins and monsters to scare away bad spirits, but modern Halloween celebrations have little to do with any religious origins.
The festivities on Front Street probably have even less to do with their holy beginnings than most. After the jovial and always adorable keiki parade has made its way through town under the adoring eyes of parents and grandparents, Front Street becomes a place for costumed adults to congregate and party into the night. The wide majority of people are respectful, good-natured and there to enjoy the annual entertainment and put their creativity to the test in the costume contest.
But a not insignificant number of partiers get overly intoxicated and show up in costumes too lewd or revealing for a family affair, an image the LAC has recently been trying to promote for the festivities. It could be argued, in fact, that watching the spectacle unfold is a major draw for a lot of the people who make their way down on Halloween.
"We don't want our children to remember Lahaina as the Mardi Gras of the Pacific," said Nishiyama, referring to an advertising slogan the LAC used to promote the event but abandoned due to objections by Native Hawaiian organizations.
Nishiyama also says she supports the annual keiki Halloween parade as an acceptable form of celebration for Maui's children.
"It used to be Halloween for the keiki to go trick-or-treating," she said. "Now other islands look to Lahaina and call it Sin City. That's not for our town and our future generations."
The situation with the Halloween festivities in Lahaina and the conflict it faces didn't just happen overnight," said Martin. "I'm sure any kind of resolution will take an equal amount of time."
The county now has a new pair of shoes to fill, ones that were willingly worn by the staff of the LAC. Martin says plans are in progress to ensure public safety on Halloween this year, although she gave no direct answers as to how the county plans to provide restrooms, lighting, water and other necessities that massive crowds require. She did say that the individual businesses on Front Street have been contacted and will play a larger role in organization this year's event.
"The merchants are stepping forward to assist with clean up efforts," she said. "Their willingness to help and become part of the solution has been very impressive."
Sampson declined to comment on whether the LAC would pursue a permit for Halloween activities next year. It could be the end of an era for the LAC and for long-time Halloween participants.
Captain Charles Hirata of the Lahaina Police Department, who testified in 2007 about the benefits to public safety of granting the LAC permit, says nothing much will change on his end.
"We're basically going to respond in the same way," he said. "That means patrol traffic, manage safety and provide adequate personnel. We'll prepare for the worst, and hope for the best."
Halloween will come and go, just like it does each year. People will celebrate on Front Street like they always do. Some will put hours of effort into masterful costumes, some will arrive in outfits that would only be appropriate on Little Beach. People will get intoxicated, but many more will enjoy themselves just enough and not step over that line.
The bigger question is: How did it come to this? How did such a small community become so divided? At what point did it become Halloween supporters against Halloween haters; Native Hawaiians against the LAC; cultural respect versus economic progress?
A share of the problem lies in the public hearing process and its tendency to pit neighbor against neighbor like tattle-telling school children. Passionate testimony came from both sides. But in the end the county is left holding the bag and the community loses a beloved event. Historical sites are no safer without the LAC's organizational efforts and there's no guarantee that they ever will be.
"I really hate to see our community torn apart," said Kunitomo.
And people will wonder if other favored events, like the Fourth of July celebration or Chinese New Year in Lahaina, will come under fire for not being culturally significant enough to pass under the CRC's watchful eye. MTW
The keiki parade will still be held at 4pm down Front Street ending at the Banyan Tree
Individual businesses are planning to host themed events, but there will be no officially sanctioned costume contest or food, activity and craft booths
No alcohol will be allowed on the streets


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Enjoy the fantastic and sunny terrace of the hotel, for breakfasts, lunches, dinners and social and cultural events.
It contains:
- 110 square meters of space.
- 10 Tables for Meals.
- Porcelain tiles resistant, gray (smooth for walking and rough for decoration).
- 6 Banquet seats with cast iron sides and wooden slats.
- Garden and Green / Ecological Areas with direct and indirect lighting via Led.


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From 1980, many changes were made to the Club's administration. Gone were the old "V" shapes on the playing shirts. These were initially replaced with collarless round and open neck playing uniforms in brighter emerald green with gold trim colours.
Towards the late eighties, these were replaced with jade green polo shirts with no gold trim. The only part of the playing uniform to remain relatively the same apart from the Club logo is the white shorts.
Annual fundraising activities were a feature with such ventures as flea markets and stalls in both Pukekohe and South Auckland being undertaken by both playing members and supporters.
1983 saw the first form of corporate sponsorship. C B Norwood Limited provided jackets to the Club's senior team and in the following year outfitted the B team in similar jackets. They remain c major sponsor today.
To mark the modem era, the names of Corporate sponsors were displayed on the playing shirts this form of income replaced the house-to-house fundraising activities. All Club members wen provided the opportunity to purchase a dress jersey featuring the Club's logo in 1981. This allowed members to show their support for the Club at games and at other functions as well as reinforcing the Club's identity. Later, both players and members were also able to purchase a jacket in the Club colours embroidered with the Club's logo.
In 1983 the Club was fortunate to have the chance to host the touring Indian hockey team at a lunch in Pukekohe at the Nehru Hall. The team was shown around Pukekohe before returning to Auckland for the rest of their tour.
The introduction of the junior team for inter-Club and social fixtures was also a major achievement during this period. In 1990 Bhana Khusal was made a life member of the Pukekohe Indian Sport Club for outstanding contributions to the Club.
One of the major fundraising projects of more recent times was for the Counties Hockey Turf. The Pukekohe Indian Sports Club, with the support of the local Indian community and the Club's sponsors, raised the largest amount of money out of the affiliated hockey Clubs in Counties. The Club's input to this cause was approximately $43,000, which highlighted the importance of such a facility for our hockey. This significant contribution put the Club in a very strong position in Counties Hockey. The commencement of an annual cricket tournament organised by NZISA saw the Pukekohe Indian Sports Club participate in this event. This has revitalised the interest in cricket to the extent that social matches have been played against neighboring Indian Sports Clubs.
As the annual NZISA tournament has grown, the approach to hosting and organising this major event has had to take on a more professional and businesslike approach such as the one held in 1995. However, the success of this tournament still remains dependent on the support and assistance of all Club members.
A number of coaches have assisted our teams over the last 50 years. One notable coach was (Australian based lan Ward who took the senior team in 1989. His input was definitely an advantage for the Club because he exposed the players to techniques required for turf-based hockey well in advance of our local Astroturf being completed. Throughout the 80's and 90's era, all of the teams performed well in the local Counties competition with many players being selected for representative teams. The senior men's team enjoyed great success in the Counties championship winning the Franklin Hockey Association Challenge Shield (now known as the Counties Champion of Champions Shield) for five years from 1989 – 1993.
The strength of the young hockey players was fully realised in 1991 when a Club colts team (i.e. Under 21) was formed under the coaching of Dheru Makan. This team played against a Counties Colts team that year and had an impressive win, a feat that few Counties Clubs can boast of. This achievement highlighted the potential in our younger members, which needed to be developed and encouraged for the benefit of themselves and the Club. The guidance and support given by Dheru to these youngsters showed the way in which experience and knowledge could be passed on within the Club. A highlight for the Club's B team came in 1993 when they won the B grade section at the NZISA tournament in Palmerston North. Breaking the stranglehold that both Auckland and Wellington Indians had on this. Trophy was a major achievement.
Three years after the initial Colts team was formed, NZISA organised a tournament for under 21 hockey players. This inaugural tournament was held at the Grammar Turf in Auckland. Our team, which was coached by Kanu Makan, performed admirably throughout the tournament to reach the final with Auckland. In a tense game, we were defeated after a nail biting penalty shootout. Once again, the strength of our up and coming players was clearly shown.
Over the last five decades, the Club has expanded from one hockey team to include three other men's teams, a junior team, a ladies' team, a Golden Oldies team and more recently, a netball team.
The Club has progressed well and like any organisation has had its share of problems to maintain a high profile.
Club members and supporters have avidly encouraged the younger generation to take part in the sport of their choice. This has seen many players represent the Club at Franklin, Counties and the New Zealand Indian Sports Association representative level.


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Nike Womens React Art3mis Trainers in White. Boasting the first ever React foam cushioning made especially for Women, the flexible lightweight comfort combines with dual-density midsole and padded collar. Rubber pods for traction.
Fabric: Other Materials upper, Textile lining and Other Materials Sole.
Product Care: To maintain appearance we recommend removing any light marks with a clean and damp sponge or cloth.
Style: Nylon Running.
Extended Christmas Returns: Taken a risk with your gift? Our extended Christmas returns policy has you covered. Orders placed between 26th October and the 24th December can be returned up to the 10th January.
We guarantee to refund or exchange any item you're not completely happy with, providing you return it to us in an unused and sellable condition within 28 days of the date on your receipt.
To make it even easier, any returns made via the Asda2You or Collect+ service are now free of charge. We aim to process all returns within 7 days of us receiving the goods back in our warehouse. To avoid delays please make sure that you fill out your returns form in full before sending your items back to us.More information on returns...


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Massage Therapy Near Me
"Massage Therapy Near Me" is one of the most sought after inquiries pertaining to the massage industry when users enter a query into a search engine like Google, Bing or Yahoo. If a person were in Angleton, Texas for example and did that search they would get a somewhat different set of results than if they did a search for "Angleton Massage Therapy".
In either case the challenge is that the search results are of varied and questionable usefulness. The search engines are getting better at giving us what we want but as a general rule the results include a wide array of Ads that pertain to anything massage related that may be near or far from your location, Local listings which at least show some (or all) of the massage therapy related services that actually have a physical presence in your town or zip code.
Following the results from the local listings, you get a wide variety of websites – many of them "finder sites" that try and list the local businesses of the category you want. These usually come in two varieties – an advertising service where the business pays for ads ( like www.yellowpages.com/angleton-tx/massage for example) or a number of other sites that try and send your information to one or more providers in return for a paid commission from them. An examples of this type of sites is: https://www.thumbtack.com/tx/angleton/massage/
The Problem
Before the introduction of the Angleton Massage cooperative concept, it was a nightmare to sort through the various websites – many of them listing massage therapists that are no longer in business or who have moved.
The Solution
Here at Angleton Massage, it is our goal to have listed the name and contact information for licensed massage therapist in the Angleton, Texas area. This makes it easy for you to find, contact and book a therapist easily and report your experiences for others to use as they make their decisions as well.
Please let the therapist know that you found them at Angleton Massage. Enjoy!


text: Maziar "Maz" Jobrani (Persian: مازیار جبرانی; born February 26, 1972) is an Iranian-born American comedian who is part of the "Axis of Evil" comedy group. The group appeared on a comedy special on Comedy Central. Jobrani has also appeared in numerous films, television shows, including Better Off Ted, on radio, and in comedy clubs. His filmog… Leia mais


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14,600 jobs shed in June: ABS
NEW South Wales and Queensland suffered the greatest job losses in June as the employment market weakened, according to a Westpac economics update.
Some 14,600 jobs in NSW and 10,400 jobs in Queensland were lost in the June, data released by the Australian Bureau of Statistics revealed on Thursday.
And unemployment will continue to rise, in reaction to the global uncertainty finally taking hold.
The news came as retail giant Myer looked to shed more than 100 jobs around the country, primarily in capital cities, and 700 jobs were at risk in Darrell Lea's regional stores.
National employment fell by 27,000 jobs in June, pushing the unemployment rate up 0.1% to 5.2%, while the more clear economic indicator - the workforce participation rate - fell to 65.2%.
"Overall, the June labour force survey is consistent with our long-held expectation that the labour market will soften through 2012," Westpac's economic update said on Thursday.
The update also revealed the labour market was likely to keep weakening, with unemployment expected to rise to about 5.7% by the end of the year.


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180,000 jobs generated by Belt and Road Initiative
The achievements made by the Belt and Road Initiative are beyond expectations, Commerce Minister Zhong Shan said on Saturday.
Last year Chinese companies invested $14.5 billion in markets along the Silk Road Economic Belt and the 21st-century Maritime Silk Road. Over 50 cooperation agreements were signed between governments.
The initiative, seen as China's solution to boost global development, conforms to what a responsible, great nation would do, Zhong said at a news conference on the sidelines of the two sessions.
"Chinese firms have contributed 180,000 job opportunities and nearly $1.1 billion in tax revenue along the routes," the minister said.
He said he was happy to see that Chinese manufacturers, developers and service providers are well received along the routes, with more capital and technology exchanges.


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|Inside the pie
|The snack wrap, sadly no unique packaging.
Location - Amherstburg, Ontario Canada (see full review for photo)
Price - Wrap $1.89CAD (~$1.85USD), Pie $0.69CAD, Coffee Cake w/ Large coffee $1.76CAD. All prices do not include 13% VAT.
Rating - Wrap 4/5. Pie 2/5. Coffee Cake 0/5
|Rear entrance of the Amherstburg Branch
|Coffee Cake - In Muffin Form
|I was hoping for a special box for the new pie
|The Pie, before being split
|The wrap, unwrapped.
Shortly after sampling the items from my last post. A coupon book arrived in the mail for Essex County McDonald's only. If they were nation-wide, I would have uploaded them to the Coupons page, but I didn't think they would be of any use, and besides, most were just free fries with burger purchase, mostly useless really. Though in the booklet, they had an advertisement for 2 new promotional items that would start on 3 January, luckily it was the day before I was to start making my way back to Korea, so I was in luck. The first item had a full page insert, the Chipotle BBQ Chicken Snack Wrap for $1.99. The Cookies and Cream pie had a much smaller ad at the top of some coupons, 2 for $1.39. I will attach photos of the ads at the bottom of the review.
I made my way to the closest McDonald's on 3 Jan, which was the Amherstburg branch. It seemed that the coupons were brining in customers, as both people in front of me used them to order their food. Sadly, the new promotional items did not have any coupons. The Chipotle snack wrap had a big ad on top of the cash register, but it only said '2 for 3.99'. I didn't want 2, as my mothers Armenian cooking is always better than anything I can get at McDonald's, and I asked the probably 65 year old woman taking my order, if I could only have 1, she said "of course, its $1.99 for one, or $3.99 for two", but if you look at my receipt, you'll notice that it was actually only $1.89...so anyone ordering snack wraps in the future, be sure to order them one at a time, to save a little money. When I ordered the pie, I was also able to order one for $0.69, instead of the advertised 2 for $1.39. Good to know. I felt like a coffee, and thought about saving the nearly free muffin (see my old post) for breakfast on the way to the airport in the morning, and looking at the muffin rack there was a hand written sign for 'Coffee Cake' next to the regular assortment. So naturally, I picked that over the standard ones.
First up was the Pie. I was sad that they didn't have a special box for it promoting the new flavour. It was hot (as expected), and had a deep black colour to it. It smelt exactly like a warm Oreo, and though they didn't call it an 'Oreo Pie' they always had 'Made with Oreo' on all the signage for it. The filling had the exact colour of an Oreo filling, but it was quite runny. My mother thought it was overly sweet, but loving anything sweet I never felt that way. But, surprisingly, I didn't really enjoy it. The crust, had a slight Oreo flavour to it, but it was pretty bland, and the filling, though decent, tasted more like whipped cream over an Oreo filling.
Second was the Snack Wrap. Again, they didn't have any promotional packaging for this new flavour, and when I took it out of the paper, my mother commented that McDonald's should offer their wraps with whole wheat tortilla, I agreed, it would be a nice change, I would choose it every time. All the other wraps McD's offers you have the option to get grilled or crispy chicken, but for this one, I was not offered grilled chicken, though the promotional material says it is. There was a perfect amount of the chipotle sauce, not too much and not too little. It also surprisingly had a nice zing to it, not very spicy at all, but more than you'd expect at a North American McDonald's (reading over the promotional material, it is being advertised with 'a bold chipotle barbeque sauce made with smoked dried jalapeños'. I enjoyed it, but my mother found the hickory taste in the chipotle sauce overpowering.
Last up was the coffee cake. I ripped off a small piece of the top, and it was dry, tasteless and pretty much uneatable. A shocking contrast to the other muffin's I have tried from McDonald's recently. But it didn't go to waste, I took it home, and we gave it to the dog. She rather enjoyed it.
|The promotional material
|Smaller ad for the pie