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Corporate Law Şaban Kayıhan

Corporate Law


Basım Tarihi
2021-06
Sayfa Sayısı
657
Kapak Türü
Karton
Kağıt Türü
1.Hamur
Basım Yeri
Ankara
Stok Kodu
9789750269974
Boyut
16x24
Baskı
4
Dili
İngilizce



515,00 TL 499,55 TL
(Bu ürünü aldığınızda 499 puan kazanacaksınız)
   499

Prof. Dr. Şaban  KAYIHAN

 

Konu Başlıkları
- Concept of Company and its Components
- Ordinary Partnership
- General Provisions Regarding Trading Corporations
- General Partnership
- Limited Partnership
- Incorporated Company
- Limited Partnership in which the Capital is divided into Shares
- Limited Liability Company
Cooperative Company

 

İÇİNDEKİLER
Contents
Foreword 7
Foreword for the 2nd Edition 8
Foreword for the 3rd Edition 9
Foreword for the 4th Edition 10
Abbreviations 45
§ 1. SUBJECT AND SOURCES OF CORPORATE LAW, CONCEPT OF COMPANY (PARTNERSHIP), ITS DEFINITION AND CLASSIFICATION 47
I. SUBJECT AND SOURCES OF CORPORATE LAW 47
A. Subject of Corporate Law 47
B. Sources of the Corporate Law 50
II. CONCEPT OF CORPORATION 52
III. DEFINITION AND COMPONENTS OF CORPORATION 56
A. Definition 56
B. Components of Corporation 57
1. Component of Person (Partner) 58
2. Component of Agreement 61
3. Component of Shared (Common) Purpose 63
4. Component of Capital 66
5. Component of Affectio Societatis (Principle of Actively Working Towards a Common Purpose) 71
IV. CLASSIFICATION OF COMPANIES 73
A. Companies with Legal Personality – Companies without Legal Personality 73
1. Companies with Legal Personality 73
2. Companies without Legal Personality 74
B. Partnership Companies – Equity Companies 75
1. Partnership Companies 75
2. Equity Companies 76
C. Partnerships According to Their Capital Structures 78
1. Fixed Capital Partnerships 78
2. Registered Capital Partnerships 78
3. Variable Capital Partnerships 79
D. Companies Whose Partners Rely on the Unlimited Liability Principle – Companies That Are Based on the Limited Liability Principle 80
E. Companies According to Their Partners with Simple and Joint Liability 82
§ 2. ORDINARY PARTNERSHIP 83
I. CONCEPT 83
A. Joint Venture 85
B. Consortium 86
II. INCORPORATION OF ORDINARY PARTNERSHIP 87
A. Articles of Association and Form 87
1. Rule 87
2. Exception 88
B. Capital 88
III. SHARING LOSS AND PROFIT 90
IV. ADMINISTRATION OF ORDINARY PARTNERSHIP 92
A. Rule 92
B. Management of the Company Regarding Ordinary and Extraordinary Affairs 93
C. Relationships Between the Managing Partners and Other Partners and Specifically the Obligation of the Managing Partner to be Accountable and Pay the Dividends 95
D. EliminationLimitation of the Power to Manage 96
V. RELATIONSHIP OF RESPONSIBILITY BETWEEN PARTNERS 97
VI. AUDITING IN ORDINARY PARTNERSHIPS 100
VII. CHANGES AMONG PARTNERS AND IN THE STRUCTURE OF COMPANY 101
A. Including New Partners and Sub Participation 101
B. Leaving Company and Exclusion from Company 102
1. In General Terms 102
2. Liquidation of Company’s Shares 104
3. Insufficiency of Company’s Assets and Fate of Uncompleted Works 105
VIII. REPRESENTATION OF ORDINARY PARTENRSHIP – RELATIONS BETWEEN THE COMPANY AND THIRD PERSONS 106
IX. TERMINATION OF ORDINARY PARTENRSHIP 108
A. In General Terms 108
B. Reasons for Automatic Termination 109
1. Realization of the Purpose Set out in the Articles of AssociationIt Becomes Impossible to Realize That Purpose 109
2. Death of a Partner if There is No Provision in the Articles of Association for Maintaining the Company with the Inheritors 110
3. Converting the Liquidation Dividend of a Partner into Money, BankruptcyLimitation of One of the Partners 111
a. Converting the Liquidation Dividend of One of the Partners into Money by Compulsory Execution 111
b. Bankruptcy of One of the Partners 111
c. Limitation of One of the Partners 112
4. Expiration of the Term Determined for the Company 112
C. Reasons for Willful Termination (Dissolution) 113
1. Unanimous Decision of All Partners 114
2. Termination of the Company by a Unilateral Right of Termination 114
3. Terminating the Company by a Court Decision based on a Justifiable Termination 115
X. LIQUIDATION OF ORDINARY PARTNERSHIP 116
XI. STATUTE OF LIMITATION 118
§ 3. GENERAL PROVISIONS REGARDING TRADING CORPORATIONS 121
I. TYPES OF TRADING CORPORATIONS 121
II. CAPABILITIES OF TRADING CORPORATIONS 123
III. PROVISIONS TO BE APPLIED FOR TRADING CORPORATIONS 126
IV. CAPITAL IN TRADING CORPORATIONS 127
A. In General Terms 127
B. Types of Capital That May Be Introduced Into Trading Corporations 127
C. Performance of Liability to Introduce Capital 129
1. Performance of Liability to Introduce Cash Capital 129
2. Performance of Liability to Introduce Capital in Kind 133
3. Performance of Liability to Introduce Labor Capital 138
D. Partners’ Right to Request Interest and Fees 140
V. MERGER IN THE TRADING CORPORATIONS 140
A. Concept and Principles 140
B. Legal Limits of Merger 142
C. Protection of Partners and Creditors in the Merger 144
1. Protection of Shares and Rights of the Partnership 144
2. Separation Provision 145
3. Increase of Capital 146
D. Merger Procedure (Stages of Merger) 147
1. Preparation of Merger Agreement 147
2. Merger Report 149
3. Right of Examination and Announcement 151
4. Notification of Changes in Assets 152
5. Decision to Merge 153
6. Registration and Announcement of the Merger Decision 154
E. Outcomes of the Merger 155
1. Transition without Liquidation 155
2. Liability for the Debts Incurred before the Merger 155
3. Protection of Creditors 156
4. Protection of Employees 157
VI. DEMERGER IN TRADING CORPORATIONS 157
A. Concept and Principles 157
B. Types of Demerger 159
1. Full Demerger 159
2. Partial Demerger 160
C. Legal Limits of Demerger 160
D. Demerger Procedure (Stages of Demerger) 161
1. Principles 161
2. Interim Financial Statement 162
3. Demerger Agreement and Demerger Plan 163
4. Demerger Report 164
5. Right of Examination 165
6. Demerger Decision 166
a. In General Terms 166
b. Quorum of the General Assembly Regarding the Demerger Procedure 167
7. Registration in Trade Registry 169
VII. CHANGE OF TYPE IN TRADING CORPORATIONS 169
A. Concept and Principles 169
B. Changes of Type that are Permitted in the TCC. 171
C. Protection of Company’s Shares and Rights in Change of Type 172
D. Procedure for Change of Type (Stages of Change of Type) 173
1. Performance of the Incorporation and Preparation of the Financial Statement 173
2. Plan for Change of Type 174
3. Report for Change of Type 174
4. Partners’ Right of Examination 175
5. Decision of the General Assembly Regarding Change of Type 176
6. Registration and Announcement 177
VIII. COMMON PROVISIONS REGARDING MERGER, DEMERGER AND CHANGE OF TYPE 178
A. Filing an Action for Examining Partnership Interests and Partnership Rights 178
B. Filing an Action for Annulment of Merger, Demerger and Change of Type and Consequences of Deficiencies 179
C. Liability 179
IV. CONGLOMERATES 180
A. In General Terms 180
B. Cases of Creating Controlling and Affiliate Companies 181
1. By the Control Tools 181
2. By Establishing Control through an Agreement 182
3. Presumption of Controlling Company 183
4. Possibility of Forming another Independent Controlling Company 183
C. Possibility of Forming a Controlling Company through Reciprocal Shareholding 184
D. Provisions 184
1. Calculation of Shares and Voting Rates 184
2. Notification (Explanation), Registration and Announcement Obligations 185
3. Reports of the Subsidiaries and Controlling Companies 186
4. Obtaining Information Regarding Subsidiaries 188
5. Liabilities of Controlling Company 188
V. AUTHORITY OF THE MINISTRY OF CUSTOMS AND TRADE REGARDING TRADING CORPORATIONS 190
§ 4. GENERAL PARTNERSHIPS (Collective Companies) 193
I. CONCEPT 193
A. In General Terms 193
B. Definition and Components 195
1. Definition 195
2. Components 195
a. Component of Person (Partner) 195
b. Component of Purpose 196
c. Commercial Title 197
d. Legal Personality 198
e. Unlimited Liability 198
II. INCORPORATION OF GENERAL PARTNERSHIP 199
A. Preparation of Articles of Association of the General partnership and its Approval by the Notary PublicPerforming the Approval of Signatures at the Directorates of Trade Registry 200
1. Form of Articles of Association 200
2. Contents of Articles of Association 201
a. Mandatory Entries that are supposed to be Present in Articles of Association 201
b. Other Entries that May Be Placed in Articles of Association 202
B. Notary Public’s ApprovalPlacing Signatures in the Presence of the Director of Trade Registry 202
C. Registration and Announcement 203
III. PARTICIPATION OF PARTNERS INTO PROFIT AND LOSS AND THEIR VOTING RIGHTS 205
A. Participation of Partners into Profit and Loss 205
B. Rule Regarding Voting Rights 208
IV. MANAGEMENT, REPRESENTATION AND AUDIT 209
A. Management 209
1. Authorized Managers 209
2. Revoking Management Authority 210
3. Acting Individually and Collectively in Company Management 211
B. Representation 213
1. Authorized Representatives 213
a. In General Terms 213
b. Appointment of Representative/s 214
2. Scope, Limitation and Termination of Power of Representation 215
a. Scope and Limitation of Power 215
aa. Scope of Power 215
bb. Limitation (Co–signature, Branch Businesses and Limited Power) 215
b. Termination of the Power 216
3. Legal Outcomes of Representation 217
C. Auditing 218
V. PROHIBITION OF COMPETITION 218
VI. LEGAL STATUS OF CREDITORS REQUESTING RECEIVABLES FROM GENERAL PARTNERSHIP / PARTNERS’ LIABILITIES 220
VII. BANKRUPTCY 224
VIII. SET–OFF 225
IX. CHANGES IN PARTNERSHIP STRUCTURE 226
A. In General Terms 226
B. Inclusion of a New Partner into the Company 226
C. Leaving the Company 227
1. In General Terms 227
2. Leaving the Company 228
3. Leaving the Company by Transferring Shares 228
4. Exclusion of one Partner from the Company 229
5. Death of a Partner 230
D. Legal Consequences of Leaving the Company 232
1. Registration and Announcement 232
2. Liability 232
3. Payment of Separation Provision 233
X. TERMINATION OF GENERAL PARTNERSHIP 234
A. In General Terms 234
B. Cases for Company’s Abolishment 235
C. Cases for Company’s Dissolution 238
XI. LIQUIDATION OF GENERAL PARTNERSHIP 239
A. In General Terms 239
B. Appointment and Dismissal of Liquidators 240
1. Appointment of Liquidators 240
2. Dismissal of Liquidators 241
C. Liquidation Procedures 241
D. Erasure of Company’s Registration from the Trade Registry 243
§ 5. (ORDINARY) LIMITED PARTNERSHIPS 245
I. GENERAL INFORMATION AND COMPARISON WITH GENERAL PARTNERSHIPS 245
II. DEFINITION AND COMPONENTS OF LIMITED COMPANY 246
A. Definition 246
B. Components 247
1. Partners 247
2. Commercial Establishment 248
3. Commercial Title 248
4. Liability 249
5. Legal Personality 249
III. ESTABLISHMENT OF LIMITED PARTNERSHIP 250
A. Issuance of the Articles of Association 250
B. Notary Public’s ApprovalPlacing Signatures before the Director of Trade Registry 251
C. Registration and Announcement in the Trade Registry 251
III. TYPES OF LIMITED PARTNERSHIP 252
A. Ordinary Limited Partnership 252
B. Limited Partnership in which the Capital is divided into Shares 252
IV. OPERATION OF THE LIMITED PARTNERSHIP 253
A. Management of the Company 253
B. Representation of the Company 254
C. Auditing in the Limited Partnerships 255
V. LIMITATIONS REGARDING COMPETITION 256
VI. PARTICIPATION OF PARTNERS INTO PROFIT AND LOSS, TRANSFER AND SUCCESSION OF PARTNERSHIP INTERESTS 256
A. Participation of Partners into Profit and Loss 256
B. Transfer and Succession of Partnership Interests 257
VII. PRINCIPLES OF LIABILITY WHICH THE PARTNERS ARE SUBJECT TO 257
A. Liability of Active Partners 257
B. Liability of Silent Partners 257
1. Rule 257
2. Exceptions (Cases Where Silent Partners Liabilities Are Expanded) 258
a. Placing the Name and Last Name of Silent Partner in the Company’s Commercial Title 258
b. Conducting Procedures in Representation of the Company 259
c. Performing Procedures before Registration of the Company 259
d. The Case where the Valuation of Capital is against Reality 260
e. The Case where the Silent Partner Makes a Commitment 260
VI. TERMINATION AND LIQUIDATION OF THE LIMITED PARTNERSHIPS 260
§ 6. INCORPORATED COMPANIES 261
I. IN GENERAL TERMS 261
II. DEFINITION AND COMPONENTS 263
A. Definition 263
B. Components 263
1. Component of Partner (Person) 263
2. Component of Written Articles of Association 266
3. Component of Purpose and Subject Matter 267
4. Component of Commercial Title 267
5. Component of Capital 268
6. Component of Limited Liability 272
7. Component of Legal Personality 272
III. GENERAL GOVERNING PRINCIPLES OF INCORPORATED COMPANIES AND THE PRINCIPLE OF STATE SUPERVISION OVER INCORPORATED COMPANIES 273
A. General Governing Principles of Incorporated Companies 273
1. Majority Principle 273
2. Principle of Having Rights in the Percentage of Contribution into the Capital 276
3. Principle of Protection of Assets 277
4. Principle of Disclosure (Transparency) 279
5. Principle of External Auditing 280
6. Principle of Managing a Foreign Asset 280
7. Principle of Equal Treatment 281
B. Principle of State Supervision over Incorporated Companies 282
1. In General Terms 282
2. ment of the Ministry’s Permission for Incorporation and Changes in Articles of Association 283
3. Representation of Public Legal Entities in the Board of Directors 284
IV. CLASSIFICATION OF THE INCORPORATED COMPANIES AS THOSE THAT ARE PUBLIC AND NON–PUBLIC COMPANIES 285
A. In General Terms 285
B. Non–Public (Non–Public Type) Incorporated Companies 285
C. Public Incorporated Companies 286
V. INCORPORATION OF INCORPORATED COMPANY 288
A. Moment of Incorporation (Preliminary Incorporated Company) 288
B. Incorporation Documents 289
C. Founders 289
D. Types of Incorporation 289
1. Immediate Incorporation 289
2. Incorporation by the Condition of Public Offering 290
E. Preparation of the Articles of Association and Approval of the Signatures by the Notary Publicthe Signature of the Articles of Association in the Presence of the DirectorVice Director of the Trade Registry 293
1. Form 293
2. Contents 294
F. Valuation of Capital in Kind 296
G. Payment of Share Prices 296
H. Interests of Founders 298
I. Ministry’s Permission, if Necessary 299
J. Registration and Announcement of the Company 302
K. Possibility of Lawsuit for Annulment 303
L. Fraud against Law 305
VI. ORGANS OF THE INCORPORATED COMPANY 306
A. In General Terms 306
B. General Assembly 307
1. In General Terms 307
2. Duties and Powers of the General Assembly 309
3. General Assembly Meetings 310
a. In General Terms 310
b. Types of Meetings 311
aa. Ordinary General Assembly Meeting 311
bb. Extraordinary General Assembly Meeting 311
c. Those Who Have the Power and Right to Attend the Meeting 311
d. Call for General Assembly Meeting 313
aa. Those who are authorized to make the Call 313
aaa. Board of Directors 313
bbb. Shareholders 314
ccc. Minority 314
ddd. Liquidators 315
bb. Form and Time of the Call 315
cc. General Assembly Meeting without the Call 316
e. Meeting Agenda 316
aa. General Rule: Adherence to the Agenda Principle 316
bb. Exceptions of Adherence to the Agenda Principle 318
f. Running Meetings 320
aa. List of Attendees 320
bb. Chairmanship of the Meeting (Chairmanship Council) and Internal Directive 322
aaa. Chairmanship of the Meeting 322
bbb. Internal Directive 322
i. In General Terms 322
ii. Principles Regarding Internal Directive 322
iii. Matters That Would Take Place in Internal Directive as a Minimum 323
iv. Application of Internal Directive’s Provisions 324
cc. Adjournment of the Meeting and Minutes of Meeting of the General Assembly 325
aaa. Adjournment of the Meeting 325
bbb. Minutes of General Assembly Meetings 325
dd. Electronic General Assembly 326
ee. Quorums for the General Assembly Meetings and Decisions 329
aaa. In General Terms 329
bbb. Ordinary (Simple) Quorum for Meetings and Decisions (Rule) 329
ccc. Meeting and Decision Quorums Sought in the Changes of Articles of Association 330
i. In Ordinary Changes of the Articles of Association 330
ii. Special Articles of Association Change 330
iia. Special Cases for Changes of Articles of Association where Unanimous Vote is sought 331
iib. Special Cases for Changes of Articles of Association where Participation of At Least Seventy Five Percent of the Capital is d 331
4. Nullity of the General Assembly Decisions: Cases for Cancellation, Nullity and Invalidity 334
a. Cancellation 334
aa. Reasons for Cancellation 334
bb. Persons Who May File the Suit for Cancellation 335
b. Cases for Nullity and Invalidity 336
c. Common Provisions Regarding Cancellation and Nullity Sanctions 338
C. Board of Directors 339
1. In General Terms 339
2. Responsibilities and Powers of the Board of Directors 339
3. Special Responsibilities and Powers of the Board of Directors 341
a. Responsibilities in Cases of Loss of Capital and over indebtedness 342
b. Power to Request Concordat 343
c. Responsibilities and Powers Regarding Early Determination and Management of the Risk 343
4. Membership of the Board of Directors 344
a. Conditions of Membership 345
5. Qualifications of the Members of the Board of Directors 346
a. Being a RealLegal Person 347
b. Being Fully Competent 348
c. Not Having Any Obstacle for being elected 348
d. Having the Qualifications Set Out in the Articles of Association 349
6. Election of Members, Representation of Groups and Terms of Office 349
a. Election of Members 349
b. Representation of Groups in the Board of Directors 350
c. Term of Office 351
7. Rights and Responsibilities of the Members of the Board of Directors 351
a. Rights 351
aa. Administrative Rights 351
aaa. Participating into Management 352
bbb. Power to Represent the Company 352
ccc. Right to Obtain Information and Examine 353
bb. Financial Rights 354
aaa. Attendance Fee 355
bbb. Wage 355
ccc. Getting a Share of the Profit 356
ddd. Premium and Bonus 356
b. Responsibilities 356
aa. Responsibility of Management and Supervision 357
bb. Obligation of Care and Loyalty 358
cc. Obligation of Not Carrying Out Transactions with the Company (Prohibition of Carrying Out Transactions with the Company) 362
dd. Prohibition of Borrowing in the Company 363
ee. Prohibition of Competition 365
ff. Prohibition of Attending Deliberation 366
gg. Obligation of Equal Treatment 367
8. Decision Making Mechanism of the Board of Directors 369
a. In General Terms 369
b. Transfer and Division of Powers of Management 370
c. Quorums for Meetings and Decisions 372
d. Nullity of the Decisions 372
9. Representation of the Company 373
a. In General Terms 373
b. Rule of Representation: Double Signature 374
c. Limitation of the Power of Representation 376
aa. In General Terms 376
bb. Common Representation 376
cc. Limitation by the Affairs of a Branch 376
10. Committees and Commissions to be created by the Board of Directors 377
a. In General Terms 377
b. Assistant Committees for the Board of Directors (Review Committees) 379
aa. In General Terms 379
bb. Financial Auditing Committee 380
cc. Committee for Early Detection and Management of Risk 381
dd. Committees that are Set Forth as a Necessity of Corporate Management 383
11. Liability of the Members of the Board of Directors 384
a. In General Terms 384
b. Form of Liability 387
c. Responsibility Due to Public Debts 388
d. Voluntary Insurance 388
12. Termination of the Membership of the Board of Directors 389
VII. EXTERNAL REVISION (AUDITING) AS A TYPE OF UPPER LEVEL SUPERVISION IN THE INCORPORATED COMPANIES 390
A. In General Terms 390
B. Concepts that are Included in the Upper Level Supervision 392
1. Concept of Auditing 392
2. Concept of Control 393
3. Concept of Revision / Investigation 394
a. In General Terms 394
b. Internal Revision 394
c. External Revision 396
C. Subject Matter of External Revision in the Incorporated Companies 398
D. Scope of External Revision (Auditing) 400
E. ments of External Auditing 401
F. External Reviser: Account Reviser/Auditor 401
1. Election and Dismissal of External Reviser and Termination of His/her Agreement 401
2. Persons Who May Become External Revisers (Auditors) 403
G. Presentation Obligation of the Board of Directors and the External Reviser’s Right to Obtain Information 405
H. External Revision Report and Opinion Letters 406
I. Liability of the External Revisers Arising from Confidentiality Obligation 409
VIII. SHARES AND SHAREHOLDING IN THE INCORPORATED COMPANIES 410
A. Concept of Share and Its Types 410
1. In General Terms 410
2. Types of Shares 412
a. Ordinary Share – Privileged Share 412
b. Share with Charge –Share Without Charge (Gratis) 414
B. Debts and Rights of the Shareholder 414
1. Shareholder’s Obligations 415
a. Obligation to Pay the Share Price and the Legal Consequences of Violating the Obligation to Perform the Share Price Undertaking 415
aa. Obligation to Perform the Share Price Undertaking 415
bb. Legal Consequences of Violating the Obligation to Perform the Share Price Undertaking 416
b. Secondary Obligations 417
d. Obligation to Repay the Dividend Which Was Unjustly Obtained 418
2. Shareholder’s Rights 418
a. Rights Regarding Management 419
aa. Right to Attend the General Assembly 419
bb. Right to Vote 419
cc. Right to Obtain, Examine and Audit Information 420
dd. Right to Leave the Company 422
ee. Right to File a Suit for Liability 423
b. Financial Rights of the Shareholder 423
aa. Right of Dividend 423
bb. Right of Obtaining Liquidation Dividend 425
cc. Preparatory Period Interest 425
dd. Right of Preemption 426
ee. Right of Requesting Separation Provision in Mergers, Change of Type and Demergers, and Suit for Offsetting Request 427
3. Minority Rights in the Incorporated Companies 427
a. In General Terms 427
b. Types of Minority Rights 430
aa. Negative Minority Rights 430
aaa. Cases of Weighted Majority 430
bbb. Preventing Compromise and Release 431
bb. Positive Minority Rights 431
aaa. Calling the General Assembly Meeting and the Right to Request Adding Items to the Agenda 431
bbb. Requesting Appointment of Special Auditor 432
ccc. Postponement of the Financial Statement Deliberations 432
dd. Dismissal of Account Reviser and Filing a Suit for Appointment of a New Accounting Reviser 433
ee. Right to Request Printing Registered Share Certificates 433
ff. Right to Request Termination of the Company for Justifiable Reasons 434
IX. SECURITIES IN THE INCORPORATED COMPANIES 434
A. Share Certificates 435
B. Transfer of Share Certificates 437
1. Transfer of Bearer Share Certificates 437
2. Transfer of Registered Shares and Share Certificates 438
C. Limitation of Transfer (Context) 438
1. Legal Limitation (Legal Context) 439
2. Limitation by Articles of Association 439
a. In General Terms 439
b. Unquoted Registered Shares 440
c. Quoted Registered Shares 441
D. Location of Share Ledger 445
E. Other Securities Set Out by the TCC. 446
1. Redeemed Shares 446
2. Debt Securities and Securities Including the Right to Obtain and Change 447
X. AMENDING THE ARTICLES OF ASSOCIATION 448
A. Amendment of Articles of Association in General Terms 448
1. Method to be Followed and Quorum 449
2. Special Assembly Meeting of the Privileged Shareholders 450
3. Registration 452
B. Special Amendments of Articles of Association 452
1. Increasing Capital 452
2. Decreasing Principal Capital 456
XI. FINANCIAL MANAGEMENT AND CONTINGENCY RESERVES IN THE INCORPORATED COMPANIES 458
A. Financial Tables 458
1. In General Terms 458
2. Principles Governing Preparation of Financial Tables 459
B. Annual Activity Report of Board of Directors 461
C. Contingency Reserves in Incorporated Companies 463
1. Definition 463
2. Purpose for Setting Forth the Contingency Reserves and their Characteristics 465
3. Types of Contingency Reserve 467
a. Legal Contingency Reserves 467
b. Contingency Reserves that are Voluntarily Spared by the Company (Voluntary Contingency Reserves) 469
aa. Contingency Reserves that are spared by the Articles of Association (Status Contingency Reserves) 469
bb. Contingency Reserves that are spared by the Decision of the General Assembly 470
c. Relationship between the Dividend and Contingency Reserves (Extraordinary Contingency Reserve) 470
XII. PROFIT AND LIQUIDATION DIVIDEND 471
A. Principle 471
B. Manner of Calculation 472
C. Prohibition of Interest and Exceptions 473
D. Dividend Shares 474
E. Repayment Obligation 474
XIII. TERMINATION AND LIQUIDATION OF THE INCORPORATED COMPANY 475
A. Termination of the Incorporated Company 475
1. In General Terms 475
2. Cases for Involuntary Termination of the Incorporated Companies (Dissolution) 477
a. Expiration of the Company’s Term 477
b. By Realization of Its Subject Matter of OperationBy Its Subject Matter of Operation Becoming Impossible 478
c. By Realization of Any Reason for Termination which is Set Forth in the Articles of Association 479
d. By Losing Two Thirds of the Principal Capital 479
e. Transfer of Headquarters of the Incorporated Company Abroad 480
3. Voluntary Termination of the Incorporated Company (Reason for Voluntary Termination – Termination by the Decision of the General Assembly) 481
4. Cases for Termination of the Incorporated Company by the Decision of the Court (Cases for Dissolution by the Court Decision) 484
a. Lack of Any one of the Organs of the Incorporated CompanyInability of the General Assembly to Meet 484
b. Performing ProceduresActivities against the Public Orderthe Subject Matter of the Field of Operation 484
c. Realization of One of the Reasons for Dissolution Set Forth in the Articles of Association 485
d. Deficiency in Incorporation and Contrariety against the Provisions of the Law 486
e. Company’s Purpose Becomes against the Law and the Public Morals 488
f. Dissolution of the Incorporated Company for Justifiable Reasons 488
g. Termination of the Incorporated Company by Bankruptcy 489
B. Liquidation Stage 491
1. Executor(s) of Liquidation 491
2. Liquidation Affairs 493
3. Outcome of Liquidation 496
a. Distribution of Liquidation Outcome 496
b. Keeping Books 496
c. Deletion of Commercial Title of the Company 497
XIV. CASES OF LEGAL LIABILITY IN THE INCORPORATED COMPANIES 498
A. General Cases of Legal Liability 498
1. Contrariety of the Documents and Declarations Against the Law 498
2. Wrong Declarations Regarding Capital and Knowing Insolvency 498
3. Fraud in Valuation 499
4. Collecting Money from Public 499
B. Liabilities of Founders, Members of the Board of Directors, Managers and Liquidators 499
C. Liability of the Account Reviser (External Auditor) 500
D. Company’s Loss 500
E. Succession and Application 501
F. Acquittal 502
G. Statute of Limitation 502
H. Authorized Court 503
XV. CRIMINAL LIABILITY 503
§ 7. LIMITED PARTNERSHIPS IN WHICH THE CAPITAL IS DIVIDED INTO SHARES 507
I. DEION AND PROVISIONS TO BE APPLIED 507
II. INCORPORATION 508
III. MANAGEMENT 509
IV. PROHIBITION OF COMPETITION 510
§ 8. LIMITED LIABILITY COMPANIES 511
I. CONCEPT OF LIMITED LIABILITY COMPANY IN GENERAL TERMS AND REFERENCES MADE TO INCORPORATED COMPANIES 511
A. Concept of Limited Liability Company in General Terms 511
B. References Made to the Incorporated Company 514
II. DEFINITION AND COMPONENTS 517
A. Definition 517
B. Components 517
1. Component of Commercial Title 517
2. Component of Principal Capital 518
3. Component of Person (Partner) 520
4. Component of Limited Liability of Partners 521
a. Rule 521
b. Exception 522
5. Component of Purpose and Subject Matter 525
6. Component of Legal Personality 526
III. INCORPORATION 526
A. Preparation and Mandatory Content of the Articles of Association 526
B. Moment of Incorporation 529
C. Registration Procedure 530
1. Registration Request 530
2. Registration and Announcement 531
3. Obtaining Legal Personality 532
IV. AMENDING ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY 533
A. Amending Articles of Association In General Terms 533
1. In General Terms 533
2. Authorized Organ in Amending the Articles of Association 534
B. Special Cases of Amending Articles of Association 535
1. Increasing Principal Capital 535
a. In General Terms 535
b. Right of Preemption 536
2. Decreasing Principal Capital 537
V. SUBJECTING PRINCIPAL CAPITAL SHARE IN LIMITED LIABILITY COMPANIES TO LEGAL PROCEDURES 537
A. Rule 537
1. Share Certificates 538
2. Share Ledger 538
B. Transfer of Principal Capital Share 539
1. Procedure for Voluntary Transfer of Shares 539
2. Transfer of Principal Capital Share by Law 540
a. In General Terms 540
b. Company’s Right to Acquire Those Shares in Their Real Value 541
c. Determination of Real Value 541
3. Registration of Transfer and Exchange 542
C. Rights of Usufruct and Lien on the Principal Capital Shares and Acquisition by the Limited Liability Companies of Their Own Principal Capital Shares 542
1. Rights of Usufruct and Lien on the Principal Capital Shares 542
2. Acquisition by the Limited Liability Companies of Their Own Principal Capital Shares 543
VI. RIGHTS AND OBLIGATIONS OF PARTNERS IN LIMITED LIABILITY COMPANIES 543
A. Rights 543
1. In General Terms 543
2. Financial Rights 546
a. Right of Dividend 546
b. Prohibition of Interest and Preparatory Period Interest 548
c. Right to Acquire New Shares 548
d. Right to Request Separation Provision 550
e. Right of Obtaining Liquidation Dividend 551
2. Rights Regarding Management 552
a. Attending the General Assembly 552
b. Right to Vote 553
c. Right to Participate into Company’s Management and Representation 556
aa. In General Terms 556
bb. Rights Protecting the Partners 557
aaa. Right to Obtain and Examine Information 557
bbb. Right to File Suit for Determination of Nullity and Cancellation 557
ccc. Right to File Liability Suit 558
ddd. Right to Leave Company 559
i. Recognition of the Right to Leave by the Articles of Association 559
ii. Right to Leave Company for Justifiable Reasons 559
eee. Right to Participate Into Leaving 560
fff. Right to Request another Partner’s Dismissal from the Company 560
ggg. Right to File Suit for the Dissolution of the Company 562
i. In General Terms 562
ii. Filing a Suit for Termination due to Justifiable Reasons 562
hhh. Right to Request Being Subjected to Equal Treatment 563
B. Obligations 563
1. Obligation to Pay the Subscribed Capital 563
2. Obligation to Manage the Company 564
3. Loyalty Obligation and Prohibition of Competition 564
4. Additional Payment and Additional Performance Obligations 566
a. Additional Payment Obligation 566
aa. In General Terms 566
bb. Continuation of Obligation 567
cc. Repayment 567
b. Additional Performance Obligation 567
c. Subsequent Stipulation 568
VII. ORGANS OF LIMITED LIABILITY COMPANY 568
A. In General Terms 568
B. General Assembly 569
1. In General Terms 569
2. Powers of General Assembly 569
3. Convention of General Assembly 571
a. Call 571
b. Making a Decision without Making a General Assembly Meeting 573
3. Right to Vote and it’s Calculation 575
4. Quorums for Making Decisions in the General Assembly 576
a. Quorum in Amendments of the Articles of Association and Ordinary Quorum for Making Decisions 577
aa. Ordinary Quorum for Making Decisions 577
bb. Quorum in Amendments of the Articles of Association 577
b. Quorum for Making Extraordinary Decisions (Quorum in Important Decisions) 577
5. Nullity of Decisions 579
C. MANAGEMENT AND REPRESENTATION OF THE COMPANY 579
1. Managers 579
a. In General Terms 579
b. Having Multiple Numbers of Managers 581
c. Responsibilities and Powers of Managers 581
d. Scope and Limitation of the Power of Representation 583
e. Rights of Managers 584
f. Obligations of Managers 585
aa. Obligation of Care and Loyalty 585
bb. Prohibition of Competition 585
cc. Obligation of Equal Treatment 585
dd. Responsibilities 586
2. Commercial Representatives and Commercial Agents 586
VIII. TERMINATION IN LIMITED LIABILITY COMPANIES 587
A. Reasons for Termination 587
1. Special Reasons for Termination that are Set Forth in the Law 588
a. Inexistence of Mandatory OrgansInability to Convene 588
b. Termination for Justifiable Reasons 588
2. Outcomes of Dissolution 589
B. Liquidation 589
IX. PROVISIONS TO BE APPLIED 589
§ 9. COOPERATIVE COMPANIES 591
I. IN GENERAL TERMS 591
II. DEFINITION and COMPONENTS 591
A. Definition 591
B. Components 592
1. Component of Partner (Person) 592
2. Component of Articles of Association 593
3. Component of Purpose 593
4. Component of Commercial Title 594
5. Component of Capital 595
6. Component of Liability 596
a. Rule: Limited Liability 596
b. Exception: Unlimited Liability 597
7. Component of Legal Personality 597
III. INCORPORATION OF COOPERATIVE COMPANY 598
A. Preparation of the Articles of Association and Its Signature before the Authorized Personnel at the Directorate of Trade Registry 598
1. Form of the Articles of Association and Its Approval by the Notary Public 598
2. Contents of the Articles of Association 598
a. Mandatory Components 598
b. Optional Components 599
B. Permission of the Ministry of Customs and Trade 600
C. Registration and Announcement of the Company 600
IV. AMENDING ARTICLES OF ASSOCIATION 601
V. ORGANS OF COOPERATIVE COMPANY 601
A. In General Terms 601
B. General Assembly 602
1. In General Terms 602
2. Nontransferable Powers of the General Assembly 602
3. Calling the General Assembly to Meeting and Quorums for Decisions 603
a. Calling to Meeting 603
aa. In General Terms 603
bb. Those Who Are Authorized to Make the Call to the Meeting 604
b. Making the Meeting, Principle of Adherence to the Agenda and Quorums for Decisions 605
aa. Making the Meeting, Principle of Adherence to the Agenda 605
bb. Quorums for Decisions 607
c. Cancellability of the Decisions 607
C. Board of Directors 609
1. In General Terms 609
2. Membership of the Board of Directors 609
3. Power of Management and Representation and Its Transfer 610
a. Power of Management and Representation 610
b. Transfer of Power of Management and Representation 611
4. Legal and Penal Liabilities of the Members of Board of Directors 612
D. Auditors 612
1. Auditors and their Appointment in General Terms 612
2. Responsibilities 613
3. Confidentiality Obligation 614
VI. PARTNERSHIP IN COOPERATIVES 615
A. Open Door Principle and Limits of the Principle 615
1. Open Door Principle 615
2. Limits 616
a. Limitation by the Articles of Association 616
b. Limitation in Housing Cooperatives 616
c. Prohibition of Leaving Company and Leading to Compensation 617
B. Conditions of Gaining the Title of Partnership, Legal Reflections of Gaining the Title of Partnership and Proof of the Title of Partnership 618
1. Conditions of Gaining the Title of Partnership 618
a. Having the Capacity to Act 618
b. Making a Written Application to the Cooperative 618
2. Legal Reflections of Gaining the Title of Partnership 620
a. Being a Founding Partner 620
b. Becoming a Partner after Incorporation 620
c. Becoming a Partner by Taking over the Share of the Cooperative 621
d. Becoming a Partner by Inheritance 621
e. Becoming a Partner against ServiceResponsibilityReal Estate PropertyBusiness Establishment 622
3. Proof of the Title of Partnership – Partnership Certificate 623
C. Obligations and Rights of the Partners 624
1. General Principles Regarding Rights and Obligations 624
a. Principle of Personal Contribution 624
b. Principle of Equality 625
2. Obligations of Partners 625
a. Obligation to Pay Share Price and Contribution 625
b. Additional Payment Obligation 625
c. Confidentiality Obligation 626
d. Liability for Cooperative’s Debts 626
3. Rights of Partners 627
a. Rights Providing Participation 627
aa. Right to Attend the General Assembly Meetings 627
bb. Rights of Casting Votes and Representation 628
b. Protective Rights 629
aa. Right to Obtain Information 629
bb. Right to File Annulment Suit against the Decisions of General Assembly and Right to File Suit against the Decision of Dismissal 630
cc. Right to File Liability Suit 633
c. Rights Regarding Assets 633
aa. Rights over the Difference between Revenues and Expenses 633
bb. Rights over the Liquidation Dividend 633
dd. Right to be exempted from the ment as to Form in Transfer of Real Estate Property 634
D. Loss of the Title of Partnership 635
1. Reasons that Terminate the Title of Partnership 635
a. Leaving Company 635
b. Being Dismissed from the Company 636
c. Loss of the Title of Partnership Due to Failure to Pay the Obligation of Capital Subion and other Payments 638
d. Transfer of the Partnership Interest 639
e. Death of a Partner 639
f. Termination of the Duty and Service 639
g. Transfer of the Real Estate Propertythe Establishment 639
2. Legal Consequences of Termination of the Partnership Title 640
VII. TERMINATION AND LIQUIDATION OF COOPERATIVE COMPANY 641
A. Termination 641
B. Liquidation 641
Resources 645
Index 653

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