The trading corporations may be amassed of the subtitle of private companies and stock companies according to current Turkish Code of Commerce numbered 6102, article 124. Herein, the stock companies will be described and reviewed in the light of latest progress.
Stock companies are the kind of companies that consist of joint stock, commandite and limited liability companies and their partners are only liable for their own financial interests to the creditors of the company. This financial interests can be sold or assigned to another person. The partnership will not be declined because of separation of the one of partners from company.
Joint Stock Companies:
Beyond all the new regulations, there are some important progress about corporation of joint stock companies and one of them is the obligation of number of shareholder members. There is no regulation about minimum number of person to incorporate a company in the new TCC. That’s why it can be corporated by only one person (or corporate entity) instead of 5 person. However, the name, the settlement and the nationality of the shareholder must be registered and declared with the company in case of corporation of company by the only one entity. Correspondingly, board of directors of the joint stock companies can be consisted of one person instead of three. In case of corporation of company by more than one person and decreasing the number of shareholders to one after corporation, it has to be reported to the board of directors in seven days. On the basis of this report, the board of directors must be registered and declared the name, the settlement and the nationality of the shareholder who is left. Otherwise, the board of directors who do not register an declare and the shareholder who does not notificate the information will be liable for all damage through.
It is understood that the regulations for the administration and representation of joint stock corporations are formed in the framework of professional administration and transparency principles as Turkish Code of Commerce numbered 6102. Accordingly, it is stipulated that the board of directors may transfer company administration to one or several board of director members or to third party/parties who do not have to be board of director members necessarily. Partial or complete transfer of the administration is possible. The transfer of the administration is a transfer of an organ function and does not contain the transfer of representation authority as a rule. This is because the administration and representation authorities of the board of directors are separated by the current TCC.
The joint stock company which accepted the main capital system has to have original investment more than 50.000 Turkish Liras and the joint stock company which is private but accepted registered capital system has to have original investment more than 100.000 Turkish Liras.
It is regulated that joint stock companies has to have some documents for foundation by the current TCC numbered 6102 article 336. These documents are can be commutated as the articles of the organization, declaration of founders, report of valuation, the agreement about foundation which is making between the icorporating company and founders or others .
Limited Liability Companies:
Number of legal entity that is need to incorporate a company is changed by the new Turkish Code of Commerce numbered 6102. It is possible to incorporate a company by only one legal entity. However, the maximum number of partners haven’t been changed and it still can not be more than 50. Besides, the amount of minimum capital that the company has to have to be incorporated, is increased to 10.000 Turkish Liras.
The cash capital which is promised to incorporate the company has to be paid and the declarations of founders has to be prepared at the moment the company corporate. According to this, implementation of installment is annulmented by the new TCC.
Limited liability companies were not allowed to make commercial business except their operation subject before. It ıs called the rule of ultra vires and changed by the new TCC. This means that limited liability companies can make any kind of business even if it is not written in its articles of organization from now on.
Limited liability companies can keep its commercial register in electronic form at its own discredition. Commercial register and the records that support this register, has to be kept for ten years.
