A joint stock company is a company whose capital is determined and divided into shares, and which is liable for its debts only with its assets. Here, the shareholders are only liable to the company with the capital shares they have committed.
Incorporated company
FIRST PART
General Provisions, Establishment and Basic Principles
A) General Provisions
I – Definition
ARTICLE 329 – (1) A joint stock company is a company whose capital is definite and divided into shares, and which is liable only for its assets due to its debts.
(2) Shareholders are only liable to the capital shares they have committed and to the company.
II – Joint stock companies subject to special laws
ARTICLE 330 – (1) The provisions of this section shall apply to joint stock companies subject to special laws, except for special provisions.
III – Purpose and subject
ARTICLE 331 – (1) Joint stock companies can be established for any economic purpose and matters not prohibited by law.
Capital
ARTICLE 332 – (1) The initial capital of non-public joint stock companies that have accepted the registered capital system showing the authority ceiling granted to the board of directors in increasing the capital is fifty thousand Turkish Liras and the initial capital cannot be less than one hundred thousand Turkish Liras. This minimum capital amount can be increased by the President.
(2) The initial capital of joint stock companies with registered capital within the meaning of this Law is the compulsory capital to be acquired at the establishment and at the first transition to the system; issued capital represents the sum of the nominal values of all the issued shares.
(3) Non-public joint stock companies may exit the registered capital system by obtaining permission from the Ministry of Customs and Trade, if they no longer meet the required conditions, or they may be removed from the system by the same Ministry, even if they do not have a request, when they lose the qualifications sought while being included in this system.
(4) The provision of Article 12 of the Capital Market Law No. 2499 of 28/7/1981 is reserved.
ARTICLE 344 – (1) At least twenty-five percent of the nominal value of the shares committed in cash are paid before the registration and the rest within twenty four months following the registration of the company. Subtraction of Shares
All premiums are paid before registration.
(2) The provisions of the Capital Market Law regarding the payment of share prices are reserved.
Establishment
ARTICLE 335 – (1) The company is established by the founders under the law, undertake to pay the full capital, unconditionally, their signatures are notarized or
It is established by declaring their will to establish a joint stock company in the articles of association signed in the presence of the trade registry manager or his deputy. (Additional sentence: 15/7 / 2016-6728 / 67 art.)
valuable paper fee is not collected from the papers containing the articles of association.
ARTICLE 337 – (1) Real and legal persons who commit shares and sign the articles of association are founders.
(2) If the founders perform the transaction written in the first paragraph for the account of a third party, this
the person is considered the founder in terms of the responsibility arising from the organization. The third person in question cannot claim that he or she does not know anything that the person acting on his behalf knows or should know. ARTICLE 338 – (1) One or more shareholder founders must be present in order to establish a joint stock company. The provision of article 330 is reserved.
(2) If the number of shareholders falls to one, the situation is reported to the board of directors in writing within seven days from the date of the transaction that caused this result. From the date when the board of directors received the notification
has the company registered and announced that it is a joint stock company with a single share within seven days from the date of the date of purchase. In addition, both the establishment of the company with a single shareholder and the sharing of the shares in one person.
In case of gathering, the name, place of residence and citizenship of the single shareholder are also registered and announced.
The shareholder who did not make a notification and the board of directors who did not register and declare are responsible for the loss that may arise otherwise.
(3) The company cannot acquire its own shares as a single shareholder; can not.
Articles of Association
ARTICLE 339 – (1) Making the articles of association in writing and signatures of all founders
notarization or in the presence of the trade registry manager or assistant of the articles of association
must be signed. [one]
(2) The following matters are written in the articles of association:
a) The trade name of the company and the place where its headquarters will be located.
b) Operating subject of the company with its essential points specified and defined.
c) The company’s capital and the nominal value of each share, the terms and conditions of their payment.
d) Shares shall be registered or bearer; privileges given to certain shares;
transfer limitations.
e) Rights and rights granted as capital other than money; their values; the amount of the shares to be given in return for these, in the event of a transfer of a business and month, the price of these and the price of the goods and rights purchased by the founders for the establishment of the company, and the amount of the fee, allowance or reward to be given to those who have services for the establishment of the company.
f) Benefits to be provided to the founders, members of the board of directors and other persons from the company’s profit.
g) The number of the members of the board of directors, among them those authorized to sign on behalf of the company
h) How the general assemblies will be invited to the meeting; voting rights.
ı) If the company is limited to a period of time, this period.
i) How the announcements of the company will be made.
j) Types and amounts of capital shares committed by the shareholders.
k) Company’s accounting period.
(3) The first members of the board of directors are appointed by articles of association.
Number of Members
ARTICLE 359 – (1) The joint stock company has a board of directors consisting of one or more persons appointed by the articles of association or elected by the general assembly. (Abrogated last sentence:
26/6 / 2012-6335 / 42 art.) (…)
(2) If a legal person is elected as a member of the board of directors, only one real person determined by the legal person is registered and announced together with the legal person on behalf of the legal person; also,
The registration and announcement is immediately announced on the company’s website. Only this registered person can attend the meetings and vote on behalf of the legal person.
(3) The members of the board of directors and the real person to be registered on behalf of the legal person must be fully competent. (Abrogated second and third sentence: 26/6 / 2012-6335 / 42 art.)
(4) Reasons ending membership also prevent being elected.
(5) (Addition: 28/3 / 2013-6455 / article 79) In companies in which the state, special provincial administrations, municipalities, villages and other public legal entities have shares, the deemed legal entities or their real persons
representatives can be elected to the board of directors. In companies with more than two members of the board of directors, public
More than one natural person may be elected to the board of directors to represent the legal person.
Joint stock companies must have General Assembly and Board of Directors bodies. Apart from this, it is not obligatory to have committees specified in the law. Of these committees
Again, it should be noted that it is of great importance in terms of company management and regulation.
