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Commercial Law
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SHARE TRANSFER LIMITATIONS IMPOSED BY THE ARTICLES OF ASSOCATION IN JOINT COMPANIES 19 May 2020
As it is known, detailed regulations regarding share transfers in joint stock companies were made by the Turkish Commercial Code No. 6102. According to the relevant provisions, share transfers may be limited by the law or the articles of association.
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Notification, Registration and Announcement Liability Under Article 198 of Turkish Commercial Law 12 February 2020
GENERAL INFORMATION REGARDING THE GROUP OF COMPANIES Although it was not regulated in the former Turkish Commercial Code no. 6762, the concept of the group of companies that appeared in practice was regulated with Turkish Commercial Code (“TCC”) no. 6102’s entry into force. With the provisions regarding the group of companies regulated in articles 195 to 210 of the TCC, the concepts of controlling and associated companies came to the fore.
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Obligations of Board of Directors Members - II 14 January 2020
TYPES OF LIABILITIES OF THE BOARD OF DIRECTORS MEMBERS The liabilities of the Board of Directors members can be categorized into three groups as indicated below.
Legal Liability According to the Turkish Commercial Code (“TCC”), the liabilities of the Board of Directors members may arise, inter alia, due to:
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Obligations of Board of Directors Members - I 10 January 2020
Company Management All Board of Directors members must participate in the activities regarding the management of the company, which are either stated in the Articles of Association (“AoA”) or embodied in the related laws, unless such related powers have been transferred as explained below.
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What Is Provisional Registration Within the Frame of Commercial Code and In Which Situations Provisional Registration Is Made? 18 December 2019
It is important for persons concerned with registration to know how the trade registry manager will establish a transaction after the application for registration to the Trade Registry, since persons shall follow a method in accordance with the registry manager’s transaction. The registry manager shall investigate the existence of legal conditions in subject to be registered, the conformity of the subject to the public order and the mandatory provisions, the identity/authority of the person requesting the registration and the authenticity of the subject to be registered. As a result of this examination, the registry manager may comply with the request and make a positive decision or may make a negative decision and reject the request. Apart from the positive or negative decisions of the re...
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Seizing the Shares of Limited or Joint-Stock Company Shareholders due to Their Personal Debts 13 December 2019
The shares at companies with share capital are considered as seizable since they have an economical value. Therefore, it is possible for the personal creditors of the shareholders to commence an execution proceeding through general tax lien or foreclosure.
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Can Claims Arising From the Contracts That Includes Arbitration Clause Be Subject To Bankruptcy Proceedings? 20 November 2019
The parties may decide to settle the disputes that have arisen or may arise between them within the frame of determined country law and by the arbitrators that they have agreed by putting an arbitration clause to the contract signed between them or by concluding separate arbitration agreement instead of ordinary state judiciary. Article 4 of the International Arbitration Act (“IAA”) no. 4686 defined the arbitration agreement on the basis of the definition in article 2/1 of The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“New York Convention”) dated 1958. Pursuant to this article, arbitration agreement is defined as: “an agreement that is concluded so as to settle all or some of disputes that have been arised or may arise from an existing legal relatio...
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Capital Increase From Internal Resources In Joint Stock Companies 11 November 2019
The legislator directs the companies more particularly to internal resources in order to increase their capital, aiming to protect the shareholders. Hereby, it is aimed to restrain the companies from increase their capital by directing to external sources with the idea that the capital to be increased from internal resources will be insufficient.
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How to Collect Receivables from Turkey 10 October 2019
If a receivable is born through legal means, the creditor shall take legal action in order to collect receivables. The way of such collection from Turkey depends on the type of document issued for the receivable. Accordingly, other than filing an action of debt in the Commercial Court of First Instance; there are three ways of collecting receivables; as through enforcement with judgement and without judgement, and via the way of collection specific to the bills of exchange.
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What Is Duty of Loyalty of Limited Liability Company Shareholders? 3 October 2019
Limited Liability Company is an equity company established by its shareholders for a specific purpose. For this reason, the common purpose should always be prioritized, and the company's interests must be protected from the actions of the shareholders.
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