The Digitalization of Companies in Turkey

Transcription

1 279 The Digitalization of Companies in Turkey by Yasİn Becenİ, YÜcel Hamzaoğlu & Fatİh Burak Uzun* ABSTRACT In recent years, Turkey has made huge reforms in order to fully support the concept of the digital company. As a result of these reforms, Turkish law now authorizes companies to use digital documents and in a legally binding capacity. Notifications from judicial and administrative authorities can now mostly be received via . In addition, a company s general assembly and board of directors meetings can now be fully conducted electronically. Turkish companies now also have the ability to keep their records in an electronic form, issue electronic invoices and submit income statements electronically. I. INTRODUCTION Efforts to promote the usage of information technologies in economic life started in the beginning of the 2000s in Turkey with the enactment of the Law on Electronic Signature. The next significant step toward this was the enactment of the new Turkish Commercial Code 1 (TCC) which came into force on 1 July The TCC allows online general assembly meetings and board of directors meetings. Also it requires certain companies to establish websites and to publish certain information in order to be more transparent. New reforms in tax law have combined with these changes in the TCC to make it possible for companies to issue electronic bills and to keep their commercial records in electronic format. Another important aspect of digitalization is the reform of the Notification Law introduced by the TCC, allowing electronic notification using registered addresses. 3 In this article, the concept of the e-signature will be reviewed first in order to understand this key tool for digitalization. The concepts of registered and e-notification subjects will be analysed next. After these critical subjects, online meetings in companies, company websites and companies digital records will be examined. II. THE KEY TO DIGITALIZATION: THE E-SIGNATURE In Turkey, every digital document signed by e-signature is deemed to possess the same legally binding power as physical documents with a handwritten signature. This is stated * Yasin Beceni is the managing partner of BTS & Partners. Yücel Hamzaoğlu is a Director and Fatih Burak Uzun is an Associate at BTS & Partners.. 1 Turkish Commercial Code, < 2 Please note that this date is the general enforcement date. There are also different enforcement dates for certain articles. However, as of 19 August 2015, all articles of the Turkish Commercial Code are in force. 3 Notification Law, < TURKISH COMMERCIAL LAW REVIEW, Vol. 1, No. 3, October 2015

2 280 The Turkish Commercial Law Review Volume 1 Issue 3 October 2015 in the Turkish Code of Obligations 4 and the Civil Procedure Law. 5 Because of this binding effect, e-signature can be considered as the key element in the digitalization of companies in Turkey. In this chapter, the structure of the e-signature under Turkish law will be reviewed briefly. After that, the legal effect of e-signatures and their use will be analysed. a) E-Signature Structure in Turkey An e-signature is defined as an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. 6 Within the scope of this definition, two different legal approaches to the e-signature can be set out: Minimalist Approach: Without specifying any technology, the minimalist approach accepts all types of e-signature which fulfil specific conditions specified in the relevant regulation. Mandatory Approach: The mandatory approach uses public key infrastructure in order to guarantee the security of documents signed with e-signature in which the encrypted data could only be read with the key that is used to encrypt the data. This approach burdens certificate service providers with considerable legal and fiscal responsibility. Under the mandatory approach, the legal enforceability of the e-signature can only be affirmed under strict conditions. 7 Turkey has adopted a mandatory approach to the use of e-signatures in its legal framework. 8 As a result of this approach, a legally binding e-signature can only be issued by using an electronic certificate, which is generated by using the public key infrastructure and published by an authorized certificate service provider and at least an EAL4+ security level encryption device. 9 Such an e-signature is named a secure e-signature and only this type of e-signature is considered legally binding. According to the Law on Electronic Signature private, public legal institutions and real people could operate as certificate service providers. 10 Currently, there are six authorized certificate service providers in Turkey and four of them are private companies. Also, as a special type of e-signature, GSM operators could provide mobile signature services to their subscribers. Three leading GSM operators in Turkey provide m0bile signature services to their subscribers. The number of e-signatures issued is estimated as around one million and four hundred thousand whereas number of mobile signatures is estimated as around 4 Turkish Code of Obligations, < 5 Civil Procedure Law, < 6 T. Sevim, Elektronik İmza Uygulamasında Kullanılan Zorunlu ve İhtiyari Dokümanlar, < tez.yok.gov.tr/ulusaltezmerkezi/tezgoster?key=7d53ed97e31a8bd3e031db4041bf44db64d1e09174 ed9b651e602a11d6396ffc71085e3ca 99ff6a39abf18658e8eda5a>. 7 Ibid. 8 Ibid. 9 EAL 4+ is one of the most internationally respected assurance levels for software. 10 The Law on Electronic Signature, <

3 The Digitalization of Companies in Turkey 281 four hundred thousand. 11 b) Legal Effect of E-Signatures under Turkish Law The legal effect of e-signatures is regulated under two main laws: the Turkish Code of Obligations and the Civil Procedure Law. While the Turkish Code of Obligations is the main text for substantive contract law and tort law, the Civil Procedure Law regulates how the civil courts in Turkey operates and sets out the rules on admissibility of evidence. Pursuant to Article 15 of the Turkish Code of Obligations, a secure e-signature as a rule bears all the legal authority of the traditional handwritten signature. However, this article does not mean that every document can be signed with an e-signature. In cases where there are special form requirements, the use of e-signatures is not permitted. 12 For example, the TCC does not allow use of e-signatures for issuing a cheque, bond, bill of exchange, ware receipt, warrant or commercial bill. Another example is that the Turkish Code of Obligations does not allow the use of e-signatures in personal assurance contracts, such as guarantee contracts or contracts of surety. On the procedural side, according to Article 205 of the Civil Procedure Law, all documents signed with a secure e-signature are deemed as bills constituting conclusive evidence before Turkish courts unless otherwise proven. This Article upholds the legally binding effect of digital contracts and digital communications signed with e-signature. c) Areas of use of E-Signatures In Turkey, e-signatures are widely used in public services. The National Judicial Information System allows all litigation processes to be conducted online using e-signatures. Many public institutions, such as the Turkish Patent Institute, the Public Procurement Agency and the Radio and Television High Council use e-signatures for day-to-day transactions in their various lines of work. E-Government applications and banks enable citizens to benefit from a broader scope of services by using e-signatures directly. For companies who want the ability to conduct online meetings, to keep digital records and to issue electronic bills, the usage of e-signature is a prerequisite. As a result of the broad scope for their use, e-signatures can be considered as the key element in the digitalization of companies internal systems and their relationships with third parties and public institutions. III. REGISTERED AND E-NOTIFICATION All affected parties and other relevant persons are to be notified of the legal transactions of both judicial and administrative authorities in order to create the result intended by those transactions. Traditionally, this notification was delivered using the regular post system, which takes around 15 days to reach its target. This long time period slows proceedings for judicial and administrative authorities and causes loss of time and money. With the development of the internet and technologies, such losses became avoidable. 11 Turkish Electronic Telecommunications Report for the First Quarter of 2015, < File/?path=ROOT%2F1%2FDocuments%2FSayfalar%2FPazar_Verileri%2F2015-Q1.pdf>. 12 K. Oğuzman, T. Öz, Borçlar Hukuku Genel Hükümler, Cilt I (İstanbul: Vedat Kitapçılık, 2011), 154 et seq.

4 282 The Turkish Commercial Law Review Volume 1 Issue 3 October 2015 Turkish lawmakers accordingly introduced the registered system and allowed for e-notifications to be delivered to relevant persons by using e-signatures and the registered system. a) The Registered System Registered is defined as qualified form of that provides legal evidence of the use of an electronic message, including transfer and delivery confirmation 13. Registered was first introduced by the TCC. Article 1525 of the TCC authorizes the Information and Communication Technologies Authority (ICTA) to determine detailed rules of the registered system. ICTA has issued the Regulation on Principles and Procedures regarding the Registered System, and several communiqués and decisions concerning the same subject. 14 A registered address can be obtained from the registered service providers 15 authorized by ICTA. Registered service providers services include transmission of s, storing electronic data, guaranteeing safe communication and providing reliable third party services. A document or text signed with an e-signature and time stamp should be sent from a registered address to another registered address in order to be accepted as legally having been delivered to the recipient. 16 Regarding the scope of their use, Article 15 of the TCC allows the sending of warnings and notifications from a registered address for the annulment of a contract, and default between the merchants including all types of companies. Also article 1525 of the TCC states that, on the condition that both parties agree, any notifications, warnings, objections and similar statements, bills, confirmation letters, letters of application and meeting invitations can be sent between the parties via registered address. Additionally, the parties agreement can also be evidenced by a contract delivered and recorded using a registered address. This wide scope of use clearly illustrates Turkey s aim to digitalize nearly all kinds of communications between companies. b) E-Notification That the addressees of legal transactions conducted by judicial or administrative authorities be notified of those transactions is one of the most important principles of law. Notification allows the addressee to defend himself or to respond. The practice of notification is currently regulated with the Notification Law which has detailed provisions regarding notification with traditional postal services. With the reform on Notification Law of 2011, an article regarding electronic notification was added to the law. In 2013, the Ministry of Justice issued the Regulation on Electronic Notification. This legal framework, coupled with the e-signature and registered system, made possible the establishment 13 A. Varol & I. Baştürk, Hukuki ve Teknik Boyutuyla Elektronik Tebligat ile Kayıtlı Elektronik Posta Sistemi, Magazine of Bar Association of Ankara, < tekmakale/2015-1/08.pdf>. 14 Regulation on Principles and Procedures regarding the Registered System, < mevzuat.gov.tr/metin.aspx?mevzuatkod= &mevzuatiliski=0&sourcexmlsearch=elektronik%20 posta>. 15 As of August 2015, there are 5 authorized companies in Turkey. 16 Varol & Baştürk, op. cit.

5 The Digitalization of Companies in Turkey 283 of a functional e-notification system in Turkey. E-notification works in concert with e-signatures and the registered address system. Official documents are first to be signed with an e-signature in accordance with the relevant e-signature legislation. Second, the judicial or administrative authority sending the notification and the recipient shall use registered addresses for the notification processes. As a result of the use of these tools, a reliable and secure e-notification method has become available for use by public institutions. E-notification legislation has two important requirements. One of them is the rule that the notification is deemed to be realized on the end of the fifth day after the notification was sent. The purpose of this rule is to provide the recipient with sufficient time to check his registered account. The second rule is that the Notification Law states all notifications to joint stock companies, limited companies, and partnerships limited by shares shall be conducted via e-notification. However the transition period to e-notification could change from public institution to public institution since each public institution has to establish its own e-notification system. Those institutions that have completed their infrastructure for e-notification have made announcements inviting joint stock companies, limited companies, partnerships limited by shares and volunteers that want to receive e-notifications to submit their registered addresses. As of August 2015, the Turkish Patent Institute, ICTA, the Radio and Television High Council, the Turkey Banks Union, the Financial Crimes Investigation Board, and a few other public institutions have made such announcements. On behalf of the courts the Ministry of Justice also made such an announcement but there are still certain implementation problems regarding the use of e-notifications. For natural and legal persons other than joint stock companies, limited companies and partnerships limited by shares it is not mandatory to use the e-notification system. IV. ONLINE MEETINGS Globalization has seen companies shareholding structures become more diversified, and executives increasingly have to travel around the world in order to develop their business, thus making it harder to attend general assembly meetings in person. The new TCC allows limited and joint stock companies to hold their general assembly, board of directors and board of managers meetings electronically. There are three aims in allowing online meetings: to minimize problems on decision making due to non-participation of shareholders to general assembly meetings, to ensure the effective functioning of the accountability principle and lastly to introduce unknown shareholders to managers. 17 The TCC sets general rules regarding online meetings, while the details for joint companies online meetings are regulated by secondary legislation. In this section electronic online meetings will be examined in detail. a) General Rules for Online Meetings Online meetings can be held wholly online or with the online attendance of some board members at a meeting where other board members attend physically. In order to hold an online meeting there must be a provision regulating online meetings in the articles of 17 Ü. Yayla, Anonim Ortaklık Genel Kurulları (Istanbul: On İki Levha Yayıncılık, 2013), 41 et seq.

6 284 The Turkish Commercial Law Review Volume 1 Issue 3 October 2015 association of the company. Attending meetings, submitting motions, expressing opinions and voting online have the same legal consequences as when done in person. The same quorum for meetings and decisions stated in the TCC will apply to online meetings as well and no distinction is made between online or physical attendance. The company s management shall be responsible for implementing any related rules and providing the necessary means for voting to the company s members. In the relevant legislation, the general assembly meetings of joint stock companies are regulated individually whereas the board of directors meetings of joint stock companies and the general assembly and board of directors meetings of limited companies are regulated together. In this paper this distinction is taken into account for examining related regulations. b) General Assembly Meetings of Joint Stock Companies General assembly meetings of joint stock companies are regulated in the Regulation on Online General Assembly Meetings of Joint Stock Companies (ROGM). 18 Companies quoted on the stock exchange are obliged to implement the rules governing online general assembly meetings according to the TCC, whereas it is discretionary for other joint stock companies to implement them. 19 The ROGM covers principles and procedures regarding attending meetings, making an offer, expressing an opinion and voting during online meetings, the rules on voting for a member or its representative, rules on the functioning of the Electronic General Assembly System (EGAS) and the obligations of participants in the EGAS. The ROGM also includes a specific provision that companies implementing the EGAS must include in their articles of association without making any modifications to its wording. Technical rules regarding the EGAS are regulated by the Communique on Electronic General Assembly System of Joint Stock Companies (Communiqué on EGAS). 20 The EGAS platform is provided to companies quoted on the stock exchange of which shares are monitored by the Central Securities Depository (CCD). Other companies demanding to hold online general assembly meetings shall establish their own EGAS according to the Communique on EGAS or use the EGAS established by the CCD. In practice, all companies use the EGAS which the CCD established Regulation on Online General Assembly Meetings of Joint Stock Companies 2012, < gov.tr/metin.aspx?mevzuatkod= &mevzuatiliski=0&sourcexmlsearch=anon%c4%b0m%20 %C5%9E%C4%B0RKETLERDE%20ELEKTRON%C4%B0K%20ORTAMDA%20 YAPILACAK%20GENEL%20KURULLARA%20%C4%B0L%C4%B0%C5%9EK%C4%B0N%20 Y%C3%96NETMEL%C4%B0K>. 19 H. Pulaşlı, Elektronik Ortamda Anonim Şirket Genel Kuruluna İlişkin Düzenlemelerin Evrimi ve 6102 Sayılı Türk Ticaret Kanunundaki Durum, Arslanlı Bilim Arşivi, < default/files/makale/hasanpulasli-internetortamindagenelkurul.pdf>. 20 Communique on Electronic General Assembly System of Joint Stock Companies, < gov.tr/metin.aspx?mevzuatkod= &mevzuatiliski=0&sourcexmlsearch=anon%c4%b0m%20 %C5%9E%C4%B0RKETLER%C4%B0N%20GENEL%20KURULLARINDA%20 UYGULANACAK%20ELEKTRON%C4%B0K%20GENEL%20KURUL%20S%C4%B0STEM%C4%B0 %20HAKKINDA%20TEBL%C4%B0%C4%9E>. 21 Yayla, op. cit., 41.

7 The Digitalization of Companies in Turkey 285 According to the stipulations of the ROGM, companies shall submit the necessary invitations regarding general assembly meetings, necessary documents that must be provided before general assembly meetings and documents on each meeting s agenda with an e-signature. There are several other obligations for companies establishing their own EGAS or companies providing a supportive service to another company regarding the submission of information to the EGAS, storing records of transactions conducted on the EGAS and complying with rules set in the Communique on EGAS. Shareholders that want to attend online general assembly meetings shall notify the EGAS. Where attending through a representative, the shareholder shall supply information identifying that representative. In order to attend a general assembly meeting online shareholders or their representatives shall register on the EGAS with their e-signatures. General assembly meetings start simultaneously on physical and online platforms. Online attenders can express their opinions by electronic means and vote on the EGAS. c) Board of Directors Meetings of Joint Stock Companies and General Assembly and Board of Directors Meetings of Limited Companies Board of directors and board of managers meetings in joint stock companies, board of members and general assembly meetings of limited companies are regulated in the Communique on Online Meetings of Commercial Companies except General Assembly Meetings of Joint Stock Companies (CBDM). 22 Online board of directors meetings of joint stock companies and general assembly and board of directors meetings of limited companies will be examined in this section. There are no obligations to hold meetings online except for the general assembly meetings of companies quoted on the stock exchange as explained above, hence implementing the CBDM is discretionary. There is a prerequisite for holding online meetings that there shall be a provision regulating online meetings in the articles of association. These provisions are stated in Articles 6 and 8 of the CBDM and companies shall include it in their articles of association without making any modifications to their wording. In order to hold online meeting certain conditions should be met, those conditions being: the company must have a website allocated to that aim, a partner must have demanded to hold an online meeting, a report demonstrating the efficiency of the electronic platform must be registered and published and the identities of voters must be stored. Online meetings shall be held through the Electronic Meeting System (EMS), a system enabling participation in online meetings, the making of offers, expression of opinions and voting by means of video technology. The EMS could be established by the company or can be obtained through supportive services according to standards set out in the CBDM. Online meetings that take place on online platforms other than the EMS shall have no legal effect Communiqué on Online Meetings of Commercial Companies except General Assembly Meetings of Joint Stock Companies, < T%C4%B0CARET%20%C5%9E%C4%B0RKETLER%C4%B0NDE%20ANON%C4%B0M%20 %C5%9E%C4%B0RKET%20GENEL%20KURULLARI%20DI%C5%9EINDA%20ELEKTRON%C4 %B0K%20ORTAMDA%20YAPILACAK%20KURULLAR%20HA>. 23 B. Gürpınar, Anonim Şirket Yönetim Kurulu Toplantılarının Şekli ve Elektronik Toplantı Sistemi, (İstanbul: Prof. Dr. Nur Centel e Armağan), <

8 286 The Turkish Commercial Law Review Volume 1 Issue 3 October 2015 Companies enabling online meetings shall publish an invitation before such meetings together with the documents providing information on attending online meetings and voting. People who want to attend shall notify the company using their registered addresses and can enter into the EMS with their e-signatures. V. WEBSITES The TCC is shaped around certain principles, one of which is public disclosure and transparency. 24 Several obligations are undertaken by companies on the basis of the transparency principle, such as establishing a website and dedicating a part the site to publishing information specified by the TCC. The obligation to maintain a website is regulated by the Regulation on Websites of Companies (the Website Regulation). 25 Maintaining a website is mandatory only for companies that are specified by the Council of Ministers as subject to independent audit. Companies incorporated after the Website Regulation came into force are to establish websites within three months of their incorporation. Such companies shall publish the content specified in the Website Regulation on their web site. This mandatory content is open to third parties, meaning one does not has to be a shareholder or beneficiary in order to view it. Exposing detailed information about the company to the public was initially subject to severe criticism, as a result of which the provisions relating to the mandatory publication of content were modified. Now, for example, the obligation to publish financial tables for five years has been abolished. 26 Some important information such as the Central Registration System Number, commercial title, centre, subscribed and paid capital and names of managers shall be present on the web site consistently whereas some information shall be present only for six months, such as documents on mergers, acquisitions, the financial tables of the last three years, annual activity reports, documents on dissolution of company, meeting records of general assembly, changes on registered capital, issuing of bearer checks, representatives of bodies etc. Companies can either fulfil their obligations regarding websites independently or get supportive services from Central Database Service Providers (CDBSPs). CDBSPs are responsible for the protection of mandatory content, keeping that content available to companies, archiving and other obligations defined by the Ministry of Customs and Trade. CDBSPs are private legal persons who carry out their business according to authorization granted by the ministry. VI. DIGITAL RECORDS Parallel to developments in the information sector, there have been modifications in the commercial and tax legislation regarding electronic documents, records, bills and commercial books. By this means it has become easier to monitor compliance of records bunyamingurpinar.pdf>. 24 R. Karasu, 6102 Sayılı Türk Ticaret Kanunu İle Anonim Şirketlerde Kurumsal Yönetim İle İlgili Getirilen Yenilikler, Journal of Law Faculy of Inonu Universty, < raufkarasu-4-2-tam.pdf>. 25 Regulation on Websites of Companies, < &MevzuatIliski=0&sourceXmlSearch=ELEKTRON%C4%B0K%20DEFTER>. 26 M. Ünal, 6102 Sayılı TTK ile Getirilen İnternet Sitesi Düzenlemesi, Konya Barosu Dergisi, <

9 The Digitalization of Companies in Turkey 287 and data with the legislation. a) Electronic Books All merchants are obliged to keep commercial books and indicate the economic and financial state of their business, its debits and credits and all adjustments to be made during that financial year in their books, in accordance with the provisions of the TCC. Merchants shall keep a copy of commercial books either physically or electronically. In Turkish law, electronic books are defined as the entire set of electronic records that contain information present in books specified under the Law on Tax Procedure and the TCC as being mandatory. 27 Electronic books are regulated under the Communique on Electronic Books. 28 Certain companies are required to keep electronic books and use electronic bills under the General Communique on Law on Tax Procedure numbered 454 (Communique numbered 454). 29 Those companies specified in the Communique numbered 454 are as follows: Companies having a mineral oil license pursuant to Petroleum Market Law and taxpayers who buy goods from those companies which have gross sales revenue amounting to at least twenty five million Turkish Lira as of 31 December 2011, Companies who import, produce or construct goods listed under the third list in the annex of the Private Consumption Tax Law and taxpayers who buy goods from those companies in 2011 having gross sales revenue amounting to at least ten million Turkish Lira as of 31 December 2011, Taxpayers having gross sales revenue amounting to ten million Turkish Lira by 2014 and successive financial years, Taxpayers who get licensed from the Energy Market Regulatory Authority due to their activities such as importing, producing or delivering goods listed under the first list in the annex of the Private Consumption Tax Law. For other natural and legal persons it is discretionary to keep electronic books. One has to comply with the software standards of electronic books announced on www. edefter.gov.tr and obtain the e-signature certificate and financial seal under the scope of the Communique on Electronic Books. b) Electronic Bills Electronic bills are not a new type of document; they have the same legal effects as paper bills 30. Companies obliged to keep electronic books are also obliged to use electronic bills. Beneficiaries can access a website designated for electronic bills and activate their certificate of financial seal. A list of registered electronic bill users is published on the designated web site. E-Bill Portal Standards have been established for issuing, sending and 27 Law on Tax Procedure, < 28 Communique on Electronic Books, < &MevzuatIliski=0&sourceXmlSearch=ELEKTRON%C4%B0K%20DEFTER>. 29 General Communique on Law on Tax Procedure numbered 454, < Metin.Aspx?MevzuatKod= &MevzuatIliski=0&sourceXmlSearch=VERG%C4%B0%20USUL%20 KANUNU%20GENEL%20TEBL%C4%B0%C4%9E%C4%B0%20(SIRA%20NO:%20454)>. 30 U. Doğan, 550 Soruda E- Fatura E- Defter, (Istanbul: Seçkin Yayıncılık 2013), 48 et seq.

10 288 The Turkish Commercial Law Review Volume 1 Issue 3 October 2015 receiving electronic bills. E-Bill users can use their own integrated portal, a portal acquired with special integration approval or a portal provided for free by public institution. E-Bill users are obliged to store all e-bills bearing a financial seal and submit them whenever it is demanded. E-Bill users can store e-bills on their data processing system or use supportive services from third parties. c) Electronic Statements Taxpayers including companies are obliged to make statements to tax offices as a part of their tax obligation. With the benefits of information technologies those obligations can be carried out online. Tax statements and notifications can either be submitted by taxpayers themselves or through authorized intermediary institutions. Those intermediary institutions are authorized independent accountants, independent accountant and financial advisors and sworn financial advisors. Taxpayers who can submit their electronic statements on their own are determined in Tax Procedural Law Circular No as follows: tax payers whose active size or net sales revenue is over a certain amount determined according to Communiques issued following Law Law On Independent Accountancy, Independent Accountancy and Financial Advisory and Certified Financial Advisory 32 (Law No 3568); taxpayers whose accounting transactions are performed by a worker of the taxpayer who is a licensed professional according to Law No 3568; and taxpayers entered into full approval contract with certified financial advisors without being liable to any limitation: annexed budget administration, provincial special administration, municipalities, state economic enterprises, subsidiaries of state economic enterprises, circulating capital enterprises, public notaries and other public institutions. Each taxpayer shall be given a user code and password in order to enter into the system which can be downloaded from the web site of the General Directorate of Revenues. Once an electronic statement is submitted the program will calculate the accuracy of the data and require approval from the taxpayer or authorized intermediary institutions. With the approval, the electronic statement shall be deemed as submitted to the tax office. Once the approval step is accomplished an accrual slip will be displayed on the screen as a notification of the accrual slip to the taxpayer. 31 Tax Procedural Law Circular No 15, < 32 Law on Independent Accountancy, Independent Accountancy and Financial Advisory and Certified Financial Advisory, <