16 Jan Incorporated Company
INCORPORATED COMPANY
It is a type of company established to operate a commercial enterprise under a trade name, whose capital is specific and divided by shares, and is liable only for its assets due to its debts. TTK.329
Shareholders are solely responsible for the capital shares they have committed and to the company (TTK.329 / 2).
Joint Stock Company is established in two ways as sudden and gradual. It is called taahhüt abrupt organization öd, that the founding partners commit themselves to pay the entire capital of the partnership initially, the founder partners undertaking to pay part of the share capital, and the rest for the public.
* It has a wide range of activities due to its ability to perform all kinds of economic and commercial activities. However, this activity should be included in the articles of association of the company.
* It can be established between legal entities or natural and legal persons.
* At least 5 natural or legal persons are required to establish an incorporated company.
* The capital that has been committed in the articles of association is not less than TL 50 thousand, and the capital of the non-public joint stock companies which have accepted the registered capital system to the board of directors for increasing the capital may not be less than 100 thousand TL.
* Joint Stock Company’s capital is divided into shares equal to each other. Shares of shares can be printed in the form of shares which are considered as valuable documents. It is possible to arrange the shares of the shares of the Company as registered or bearer shares.
* Decisions in joint stock companies are taken by a majority vote if a different vote rate is not foreseen. However, the Turkish Commercial Code includes aggravated rates in some cases.
* It is the Board of Directors that acts as the representative and representative company of the Company in Joint Stock Companies. The Board of Directors consists of at least three members.
In the law, the joint stock company is defined as K the company whose capital is certain and divided into shares and is responsible for its assets only because of its liabilities mekte, it is foreseen that the shareholders are solely responsible for the capital shares they have committed and the company (TCC article 329).
The existence of one or more founders to establish a joint stock company with the TCC is sufficient (New TCC Art.338).
Shares are easy to transfer in joint stock companies. Change the hands as securities. During the establishment of the share capital in the form of goods (goods, goods) received in exchange for two years, the shares can not be sold. In the event that anonymous companies sell their shares after 2 years have passed from the acquisition of shares, no tax due to the increase in the value of the company partners
Joint Stock Companies are corporate taxpayers. The company is the address of the tax.
The right to issue shares and bonds is only granted to joint stock companies.
Joint-stock companies have a legal personality. The legal personality is registered in the trade register.
The liability of the corporation against its debts is limited to its assets.
A joint stock company may be represented by shares by dividing its share capital. Unless the share capital of the Company is fully paid, bearer shares cannot be issued.
One person may be the board of directors or an externally appointed person may be elected to the board of directors.
In the joint stock company; The partners are responsible for the company until the capital amount they undertake.
Joint stock transfer does not need to be made in the presence of a notary public.
There is no need for the registration of the shares of the company in the Trade Registry and the publication in the trade registry newspaper.
In the joint stock company, the partners will be able to easily transfer the suppressed shares to others by giving them the turnover and the issuance of the bill.
Shareholders who are not members of the board of directors of joint stock companies are not liable for public debts.
Anonymous can be opened to the public and may issue bonds for lending.
Joint stock companies have to keep:
– Journals
– Large notebook
– Inventory and balance sheet
– General Assembly Decision Book
– Board decision book
– Shareholders book
– Paybook
– Bonds book
A) Legal Terms and Procedures for the Transfer of Shares in Joint Stock Companies
ARTICLE 338 (1) The existence of one or more shareholders who are shareholders in order to establish a joint stock company is essential. Provisions of Article 330 are reserved.
(2) If the number of shareholders decreases to one, the situation shall be notified to the board of directors in writing within seven days of the date of the transaction that gives rise to this result. Within seven days from the date of receipt of the notification, the Board of Directors shall register and announce that the company is a joint stock company. In addition, both the establishment of the company as the sole shareholder and the share of the single shareholder, the name of the shareholder, the place of residence and citizenship shall be registered and announced. Otherwise, the Board of Directors, who does not have any shareholder and no declaration, is not responsible for the damages that may arise.
(3) The Company may not acquire its share as a sole shareholder; It can not sustain.
B) Transfer of bearer shares
ARTICLE 489 – (1) The transfer of bearer shares shall be effected by the passing of the possession of the company and third parties.
C) The principle of the transfer of registered shares and share certificates
ARTICLE 490 – (1) Unless otherwise provided in the law or the articles of association, the registered shares may be transferred without limitation.
(2) Transfer by legal transaction may be made by transferring the shares of the shares with registered shares to the transferor.
D) Limitation of the period
I – Legal limitation
ARTICLE 491 – (1) Completely unpaid registered shares may only be transferred to the Company for approval; the transfer of the inheritance, the inheritance, the inheritance, the conditions of the property regime between the spouses or the execution.
(2) The Company may refuse to give approval only if the payment adequacy of the transferee is doubtful and the company does not provide the required collateral.
II – Restriction of Articles of Association
Principles
ARTICLE 492 (1) The Articles of Association may foresee that the registered shares can only be transferred with the approval of the Company.
(2) This limitation also applies to the establishment of usufruct rights.
(3) If the Company has been liquidated, the restrictions on the transferability shall be reduced.
In the case of joint stock companies, it is not necessary to regulate the transfer contract for the transfer of the naked shares at the notary public or to be notarized by the notary public, nor does it need the approval of the other shareholders in order to register the transfer in the share ledger. In fact, it is not necessary to register the share transfer in the trade registry. Thus, neither the TCC nor the Trade Registry Regulation stipulates that it is necessary to register the share transfer of joint stock companies.
However, in the articles of association of the company, if there is a special arrangement related to the transfer of shares and shares, such as the decision of the board of directors in the share transfer is considered, it is required that the transfer of share shall be subject to the provisions of the Articles of Association in order to be valid.
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