INCORPORATED COMPANY
It is a type of company established to operate a commercial enterprise under a trade name, whose capital is determined and divided into shares, and which is liable only for its assets due to its debts. TTK.329
Shareholders are liable only to the capital shares they have committed and to the company.(TTK.329/2)
A Joint Stock Company is established in two ways as sudden and gradual. The commitment of the founding partners to pay the entire partnership capital at the beginning is called “sudden establishment”, the commitment of the founding partners to pay a part of the partnership capital and the application to the public for the remaining part is called “gradual establishment”.
- It has a wide field of activity with its ability to carry out all kinds of economic and commercial activities. However, this activity must be included in the articles of association of the company.
- It can be established between real persons as well as legal persons or between real and legal persons.
- At least 5 natural or legal persons are required for the establishment of a Joint Stock Company.
- The initial capital cannot be less than TL 50 thousand, all of which have been committed in the articles of association, and in non-public joint stock companies that have accepted the registered capital system, which indicates the ceiling of authority granted to the board of directors in increasing the capital, the initial capital cannot be less than TL 100 thousand.
- The capital of the Joint Stock Company is divided into equal shares. Joint Stock Company shares can be printed in the form of securities that have the ability to circulate. It is possible to issue joint stock company shares as registered or bearer.
- Decisions in Joint Stock Companies are taken by majority vote unless a different voting rate is foreseen. However, the Turkish Commercial Code also includes aggravated rates in some cases.
- The body that undertakes the task of representing and binding the company in Joint Stock Companies is the Board of Directors. The Board of Directors consists of at least three members.
In the law, a joint stock company is defined as a “company whose capital is determined and divided into shares, and which is liable only for its debts with its assets”, and it is foreseen that the shareholders will be liable only to the capital shares they have committed and to the company (YTTK art. 329).
In order to establish a joint stock company with the TCC, it is sufficient to have one or more founders (New TCC Art.338).
Share transfer is easy in joint stock companies. It changes hands as securities. Shares purchased in return for the capital invested in kind (goods, goods) during the establishment cannot be sold until two years have passed. Since joint stock companies have issued stocks, if they sell their shares after 2 years from the acquisition, the shareholders of the company are not taxed due to the increase in value.
Joint stock companies are corporate taxpayers. The taxpayer is the company.
The right to issue stocks and bonds is only given to joint stock companies.
Joint stock companies have legal personality. The legal entity is registered with the trade registry.
The liability of the joint stock company against its debts is limited to its assets.
A joint stock company may be represented by shares by dividing its capital into shares. Bearer shares cannot be issued unless the entire capital of the company is paid.
Even a single person can be on the board of directors, or a person appointed from outside can be elected to the board of directors.
In a joint stock company; partners are liable to the company up to the amount of capital they have committed.
Joint stock company share transfers do not need to be made in the presence of a notary public.
Joint stock company share transfers do not need to be registered in the Trade Registry and published in the trade registry gazette.
In a joint stock company, the partners will be able to easily transfer the printed stock to others by endorsement and giving the stock to that person.
Shareholders of joint stock companies who are not members of the board of directors are not liable for public debts.
Anonymous companies can go public and issue bonds for borrowing purposes.
The books that joint stock companies have to keep are as follows:
- Journal Book
– big notebook
– Inventory and balance sheet
– General assembly resolution book
– Board of directors resolution book
– Shareholders ledger
– Share ledger
– Bond book
A) Legal Conditions and Procedures Required for the Validity of Share Transfer in Joint Stock Companies
ARTICLE 338(1) In order to establish a joint stock company, the existence of one or more shareholders is required. The provision of article 330 is reserved.
(2) If the number of shareholders drops to one, the situation is notified in writing to the Board of Directors within seven days from the date of the transaction resulting in this result. The board of directors shall register and announce that the company is a single shareholder joint stock company within seven days from the date of receipt of the notification. In addition, in case the company is established as a single shareholder and the shares are collected by a single person, the name, residence and citizenship of the sole shareholder are also registered and announced. Otherwise, the shareholder who does not notify and the board of directors who do not have the registration and announcement are responsible for the damage that may arise.
(3) The company cannot acquire its own share as a sole shareholder; can’t.
B) bearer
transfer of shares
ARTICLE 489 – (1) The transfer of bearer share certificates becomes effective for the company and third parties only after the possession is transferred.
C) Principle in the transfer of registered shares and share certificates
ARTICLE 490 – (1) Unless otherwise stipulated in the law or the articles of association, registered shares can be transferred without any limitation.
(2) Transfer by legal action can be made by transferring the possession of the endorsed registered share certificate to the transferee.
D) Limitation of turnover
I – Legal limitation
ARTICLE 491 – (1) Registered shares that have not been paid in full can only be transferred with the approval of the company; unless the transfer takes place by inheritance, division of inheritance, provisions of property regime between spouses or by forced execution.
(2) The company may refuse to give approval only if the solvency of the transferee is in doubt and the guarantee requested by the company has not been given.
II – Limitation by articles of association
Principles
ARTICLE 492 – (1) The articles of association may stipulate that registered shares can only be transferred with the approval of the company.
(2) This limitation also applies when establishing the usufruct right.
(3) If the company is in liquidation, restrictions on transferability are waived.
In joint stock companies, the transfer agreement regarding the transfer of bare shares does not have to be notarized or notarized, and the approval of other shareholders is not required for the transfer to be recorded in the share book. In fact, it is not obligatory to register the transfer of shares in the trade registry. So much so, that neither the TCC nor the Trade Registry Regulation contains a provision that it is necessary to register the transfer of shares of joint stock companies.
However, if there is a special regulation regarding the transfer of shares and share certificates in the articles of association of the joint stock company, for example, if it is stated that the decision of the board of directors is required for the transfer of shares, it is subject that the provisions of the articles of association must be complied with in order for the share transfer to be valid.
