A type of company established for the purpose of operating a commercial enterprise under a trading title, the capital of which is divided into certain shares and shares, and is liable for its debts only with its assets. TTC.329
The shareholders are only responsible for the capital shares they have committed and for the company.(TCC.329/2)
A Joint Stock Company is established in two ways, sudden and gradual. An “immediate organization” is called a “gradual organization” in which the founding partners undertake to pay all of the partnership capital at the beginning, the founding partners undertake to pay part of the partnership capital, and the public is applied for the rest.
* It has a wide range of activities with the 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 Dec real persons, as well as legal entities, or it can be established Dec natural and legal persons.
* At least 5 natural or legal persons are required to establish a Joint Stock Company.
* The capital, all of which is pledged in the articles of association, cannot be less than 50 thousand TL, and the initial capital of non-public joint stock companies that have adopted a registered capital system that shows the recognized authority ceiling to the board of directors in increasing the capital cannot be less than 100 thousand TL.
* The capital of the Joint Stock Company is divided into shares, the value of which is equal to each other. Shares of Joint Stock Companies can be printed in the form of shares of a negotiable nature that have the ability to be processed. It is possible to issue shares of a Joint Stock Company as a nama or bearer.
* Decisions in Joint Stock Companies are taken by majority vote if a different vote rate is not provided for. However, the Turkish Commercial Code also includes aggravated rates in some cases.
* The Board of Directors is the body that performs the duties of representing and binding the company in Joint Stock Companies. The Board of Directors consists of at least three members.
In the law, the joint stock company is described as a ”company whose capital is divided into certain shares and is responsible only for its assets due to debts”, and it is stipulated that the shareholders will be responsible only for the capital shares they have committed and against the company (YTTK art. 329).
In order to establish a joint stock company with TCC, it is sufficient to have one or more founders (New TCC Art.338).
The transfer of shares in joint stock companies is easy. It changes hands as securities. Shares received in exchange for capital invested in kind (goods, goods) during the establishment cannot be sold unless two years have elapsed.Since joint stock companies print shares, if they sell their shares 2 years after the acquisition, there will be no tax on the company’s partners due to the increase in value
Joint stock companies are corporate tax payers. The addressee of the tax is the company.
The right to issue shares and bonds is granted only to joint stock companies.
Joint stock companies have a legal entity. It takes place with registration in the commercial register of a legal entity.
The liability of the joint stock company for its debts is limited to its assets.
A joint stock company can be represented by shares, the capital of which is divided into shares. Bearer written shares cannot be issued unless all of the company’s capital is paid.
Even a single person can be on the board of directors, as well as an externally appointed person can be elected to the board of directors.
In a joint stock company, the partners are responsible to the company for the amount of capital they have committed.
Transfers of shares of a joint stock company do not need to be made in the presence of a notary.
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, partners will be able to easily transfer the repressed stock to others by making a turnover 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 persons can go public and issue bonds for the purpose of Jul-ing borrowed money.
The books that joint stock companies are obliged to keep are as follows:
– Journal
– The big notebook
– Inventory and balance sheet book
– General assembly decision book
– Decision book of the board of directors
– Book of shareholders
– Share book
– Bond book
A) The Legal Conditions and Procedures Necessary for the Transfer of Shares in Joint Stock Companies to be Valid
ARTICLE 338(1) In order to establish a joint stock company, the existence of one or more founders who are shareholders is required. the provisions of Article 330 are reserved.
(2) If the number of shareholders is reduced to one, the situation shall be notified to the board of directors in writing within seven days from the date of the transaction that gives rise to this result. The Board of Directors shall register and declare that the company is a joint stock company with one shareholder within seven days from the date of receipt of the notification. In addition, the name, place of residence and citizenship of the sole shareholder are also registered and announced if both the company is established as a sole shareholder and the shares are collected in one person. Otherwise, the shareholder and the board of directors who do not notify and do not make the announcement are responsible for the damage that will occur.
(3) The Company may not acquire its own share in such a way as to be the sole shareholder; it may not be able to do so.
B) Transfer of written shares to the bearer
ARTICLE 489- (1) The transfer of shares written to the bearer shall mean a provision about the company and third parties, but only with the transfer of ownership.
C) The principle of transfer of registered shares and shares
ARTICLE 490- (1) Unless otherwise provided in the law or the articles of association, registered shares may be transferred without any limitation.
(2) Transfer by legal process can be made by transferring the ownership of the registered share deed that has been approved to the transferee.
D) Limitation of turnover
I – Legal limitation
ARTICLE 491- (1) Shares whose value is not fully paid may be Decoupled only with the approval of the company; it turns out that the transfer, inheritance, inheritance sharing, goods regime between the spouses may be carried out by provisions or forced execution.
(2) The Company may refuse to give its consent only if the pay adequacy of the transferee is doubtful and the requested guarantee has not been provided by the company.
II – Limitation by articles of association
Principles
ARTICLE 492- (1) The articles of association may stipulate that registered shares may be transferred only with the approval of the company.
(2) This limitation also applies when establishing the right of usufruct.
(3) If the Company has gone into liquidation, the limitations on transferability are reduced.
In joint stock companies, it is not necessary that the transfer agreement on the transfer of the company’s shares be notarized or notarized, nor does it need the approval of other shareholders in order for the transfer to be recorded in the share book. In fact, it is not mandatory 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 joint stock company share transfers.
However, if there is a special regulation on the transfer of shares and shares in the articles of association of the joint stock company, for example, the decision of the board of directors is sought during the transfer of shares, it is subject to the fact that in order for the transfer of shares to be valid, it will be necessary to comply with the provisions of the articles of association.
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