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Does Resolution Of General Assembly Become Null, If First Dividend Is Not Distributed? 12 October 2016
I. What is Dividend? Under Which Circumstances It Is Distributed?
Dividend is one of the financial rights of shareholders of joint stock corporation. Decision about distribution of dividend is made by general assembly of corporation. However, some requirements shall be met in order to make such decision. As a matter of fact, all net profit for the year shall not be distributed as dividend[1]. Pursuant to the Turkish Commercial Code (“Code”) numbered 6102, conditions which are explained below shall be met firstly, than the general assembly can decide to pay dividend.
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Bailment In Law On Bills Of Exchange 5 October 2016
I.INTRODUCTION
Bailment in law on Bills of Exchange, in other words aval, is regulated under Article 700-702 of Law No. 6102 Turkish Commercial Code(TCC). Regarding to possible financial distrust against who has signature on bill of exchange, individuals who will take over the bill claim additional assurance which could be real or personal. In this context, aval is a personal assurance relating to Law on Bills of Exchange. Aval can be used in both letter of exchange and note, however, it is much preferred in notes than letter of exchange. The acceptor of honour is called ‘avaliste’ whereas the beneficiary of aval is called ‘avalat’.
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What Are The Liabilities Of Shareholders And Manager For The Debts Of Limited Liability Company? 3 October 2016
I. Limited Liability of Shareholders
Pursuant to Article 573 Paragraph 2 of Turkish Commercial Code (“TCC”) numbered 6102, “Shareholders shall not be responsible for the debt of the company; they shall be responsible only for paying for the basic capital shares for which they subscribed and for fulfilling their obligations to make additional payments and for secondary performances set forth in the articles of association.” Therefore, liability of partners is limited with basic capital shares which they subscribed to pay; however, this responsibility is only accountable towards Limited Liability Company (“LLC”).
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How to Assign the Privileged Shares in Joint Stock Company? 26 September 2016
I. Assignment of Shares
There are several remarkable issues related to assignment of shares, in Joint Stock Company. These issues are specifically whether assigned shares are certificated share or uncertificated share and whether share value is completely purchased by former shareholder.
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What Is Voluntary Assignment (Transfer) of Claim? 23 September 2016
I. What is “Assignment (Transfer) of Claim”?
Assignment of claim is regulated under the Turkish Code of Obligations (“Code”) between Articles 183 and 194. However, precise definition is not included in the Code. In practice, the words both “assignment” and “transfer” are used at the same meaning. Assignment of claim means changing the creditor of an existing claim. Pursuant to Article 183 of the Code, assignment of claim is the conventional transfer of claim, which arises from an obligatio, to the third party. Such transfer is done by creditor without the need for consent of debtor.
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Prohibition Of Competition Between Employer And Employee 19 September 2016
According to Turkish Law, prohibition of competition starts with signing an employment contract, however, it does continue even after the termination of the employment contract. Although prohibition of competition starts with concluding an employment contract, it does not have effect or bear consequences before the termination of the employment contract. The prohibition of competition clause which becomes effective after the termination of the employment contract, could be adopted by the parties either by adding a provision into the employment contract or by concluding a separate agreement (agreement of prohibition of competition). The conditions of validity of such a provision in the employment agreement or agreement of noncompetition are regulated under Turkish Code of Obligations. Besid...
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Is Providing A Security Payment A Liability For Foreigners Who File A Lawsuit In Turkey? 9 September 2016
I. What is Security Payment?
Security payment is a financial assurance which is provided by plaintiff in order to cover potential losses of the defendant which may occur at the end of jurisdiction. Security payment is regulated in both Civil Procedure Code numbered 6100 and Turkish International Private and Procedural Law numbered 5718.
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What Are the Inspection, Sancations and Consequences of the Collusion in Relation Between Primary Employer and Subcontractor? 7 September 2016
I. THE INSPECTION OF THE COLLUSION BY ADMINISTRATION
In accordance with the Labor Code Article 3/2, subcontractor is supposed to notice with written subcontractor agreement taken from main employer and required documents to Regional Directorate. Documents belonging to that work place which is recorded by Regional Directorate in case of need shall be examined by labor inspector. In the inspection of the collusion matters shall be considered have been settled under the Article 12 of the Regulation and so the matters which should be considered are as follows:
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In Which Conditions the Collusion will be Applied to Relation Between Employer and Sub-Contractor? 5 September 2016
I. INTRODUCTION
Because of the increasing numbers of disputes arising from the collusion in subcontracting relations, it is regulated under Labor Code numbered 4857 (‘Code’) by also considering the Supreme Court decisions.
II.COLLUSION IN SUB-CONTRACTING RELATIONS
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The Joint Responsibility of Primary Employer and Subcontractor 1 September 2016
According to Article 2/7 of Labor Code “In this relationship primary employer is responsible to employees together with subcontractor for the all obligations related to workplace which is generating from this Law, Labor Contract or Collective Labor Contract that subcontractor is a side of.” Law maker handles the subcontracting relationship considering the employee’s benefit and aims to protect the employees by holding primary employer liable as well, in case the employees do not get wage or other rights from the subcontractor which is fiscally smaller scaled.
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