Commercial Law - Publications - Kasaroglu Law Office

Can Bankruptcy Proceedings Be Initiated Against Branch Offices of Companies Whose Head Offices Are Located Abroad? 20 July 2017

I. Does the Branch Office of a Company Whose Head Office is Located Abroad Have Legal Personality? According to Turkish Law, the requirements for a branch office are having close association with the parent company, independency from the parent company with regard to external affairs, having separate location and separate management from the parent company. Besides, it is possible for a company whose head office is located abroad to establish branch offices in Turkey.

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Distribution of the Advance Dividends in Joint Stock Companies 7 July 2017

The advance payment of dividends in joint stock companies is regulated by Turkish Commercial Code numbered 6102 (“TCC”) and The Communique on Advance Dividend Distribution (“The Communique”) which is published in the Official Gazette on 9 August 2012. This article describes the important points to be considered in the distribution of dividends in Joint Stock Companies, by explaining the issue in accordance with the provisions of the Communique.

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Matters to Be Considered During Establishing a Startup Relationship 3 July 2017

Due to technological developments, software development has become one of the fastest growing business areas throughout the world. In order to become successful in this field, there should be cooperation between software developers and investors as software developers need investors to be supported financially and investors need software developers who have significant ideas; and this cooperation leads parties to establish a startup relationship. However, it is very important to regulate the startup relationship in detail, since if necessary issues are not clearly identified before the commencement of the mentioned relationship, parties would face with serious problems on protecting their rights, after being successful in software development business.

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What kind of Actions should be Taken When All of the Members of the Board of Directors of a Joint Stock Company Resign or the Quorum Determined in the Articles of Association cannot be Complied? 29 June 2017

a. Resignation of Member of Board of Directors Resignation of a board member is one of the reasons that cease the membership of board of directors as well as dismissal of the member or expiration of term of office. The Turkish Commercial Code numbered 6102 (“TCC”) does not expressly regulate the resignation of the board members. However, it is accepted that it is possible for a board member to resign based on the provisions of Turkish Code of Obligations numbered 6098 (“TCO”) considering the fact that proxy contracts that can be unilaterally terminated at the instance of one of the parties.

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How Can The General Assembly of a Joint Stock Company Convene Without Its Compulsory Organs? 9 June 2017

I. Introduction The general assembly is amongst the compulsory organs of a joint stock company. It consists of shareholders which give decisions on certain topics provided by the Law such as the nomination, dismissal and acquittal of board of director members and auditors; distribution of profit, revision of articles of association and increase of capital. As a rule, it convenes either as an ordinary or as an extraordinary general assembly. Ordinary general assembly meetings are held within three months as of the end of each financial year and for at least once a year. On the contrary, an extraordinary general assembly meeting may be held anytime if deemed necessary. (Turkish Commercial Code (“TCC”), Art. 409). In addition, minority shareholders are entitled to request the call of General...

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Significant Changes Which Are Accepted According To “Law on Pledges on Movable Property in Commercial Transactions” 15 May 2017

It has been decided to make Law on Pledge on Movable Property in Commercial Transactions come into force on 01.01.2017 (”the Law”) which is accepted on 20.10.2016 and published in the Official Gazette dated 28.10.2016 and numbered 29871, by abrogating the Law on Commercial Enterprise Pledge ("LCEP") numbered 1447 on 01.01.2017. Within this scope, significant changes have been accepted by adopting the Law.

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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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