Corporations and Partnerships in Turkey

Name: Corporations and Partnerships in Turkey
Brand: Wolters Kluwer
Price: 79.99 EUR
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Unal Tekinalp Melis Aritman Alp(Autor*in)

Wolters Kluwer (Verlag)

Erschienen am 20. Dezember 2022

224 Seiten

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Inhalt

Intro
Title Page
Copyright Page
The Authors
Table of Contents
List of Abbreviations
Preface and Acknowledgments
General Introduction
§1. General Description of the Country
I. Geography
II. Cultural Composition
III. Political System
A. A Brief History of the Turkish Constitution
B. The Constitution of 1982
1. General
2. 2017 Amendments
C. Political Parties
IV. Population and Employment Statistics
V. Enterprise, Corporations and Partnership Statistics
VI. Social and Cultural Values
VII. Privatization Efforts and Golden Shares
§2. The Historical Background of Corporations and Partnerships
I. The Mediaeval Period
II. The Tanzimat Period (1839-1876)
A. The Mecelle
B. The Commercial Code (The Kanunname-i-Ticaret) of 1850
III. The Period of the Republic of Turkey (1923 to Date)
A. The Turkish Commercial Code (TCC) of 1926
B. The TCC of 1956
C. The TCC No. 6102
1. Passage of the Act and Entry into Force
2. Considerable Short-Term Amendments
3. TCC as a Unified Code
4. The Objectives of TCC
5. Innovative Initiatives Concerning Limited Liability and Joint-Stock Companies
D. The Capital Market Law of 2012
§3. Definitions and Structure of Corporations and Partnerships
I. Different Forms of Corporations and Partnerships
A. Ordinary Partnership
B. Commercial Enterprises
C. Joint Ventures
II. Distinction Between Structure and Consequences
A. Legal Personality
B. Leaving the Ultra Vires Doctrine
C. Numerus Clausus
D. Written Form of the Agreement
E. Merchant Quality
F. Structural Changes (Conversions, Mergers and Divisions)
1. Conversion
2. Mergers
3. Divisions
III. Commercial and Civil Corporations and Partnerships
A. Ordinary Partnership
B. Collective Partnership (i.e., General Partnership)
C. Commandite Partnership (i.e., Limited Partnership)
D. Joint-Stock Company (i.e., Company Limited by Shares)
E. Commandite Partnership Limited by Shares
F. Limited Liability Company (i.e., Partnership Limited by Shares)
G. Co-operatives
IV. Nonprofit Associations and Other Corporate Legal Persons
A. Foundations
B. Associations
§4. Sources and Hierarchy of the Law on Partnerships and Companies
I. International Sources
II. National Sources
B. By-Laws or Articles
C. Relationship Between Articles and Legislation
D. Hierarchy of the law on Corporations of Partnerships
§5. International Private Law (Conflict of Laws)
I. Jurisdictionof the Court
A. Rules of CPL Concerning Jurisdiction
B. Agreement for the Submission of Jurisdiction to Foreign Courts
II. The Enforcement and Recognition of Foreign Judgments
A. Enforcement of Foreign Judgments
B. Recognition of Foreign Judgments
III. Capacity of Partnerships and Companies
IV. Transfer of the Head Office
A. From a Foreign Country to Turkey
B. From Turkey to a Foreign Country
V. Recognition of Foreign Companies
§6. Labor Law Connection: Co-determination and Corporate Structure
Part I. Companies
Chapter 1. Big Corporation-Public Corporation Share Company (The Joint-Stock Company)
§1. Characteristics
§2. Formation
I. Formal Requirements and Minimum Content of the Articles
A. In General
B. Ordinary and Qualified Formation
C. Articles of Association
II. Notification, Registration, Incorporation and Publicity
III. Contracts Made on Behalf of a Company in Formation
IV. Number of Subscribers
V. Initial Share Capital
VI. Contributions in Kind
VII. Other Material Formation Requirements
VIII. Court Case for Termination for Incorporation Violations
IX. Fraudem Legis Agere
X. Liability of the Founders
§3. Essential Elements of the Joint-Stock Company
§4. Capital and Shares
I. Different Concepts of Capital
A. Basic (Fixed) Capital System
B. Authorized Share Capital
C. Participation Usufruct Shares
II. Alteration of Capital Requirements
III. Preferential Right of Subscription
A. Capital Increase
a. Capital Increase in Basic Capital System
b. Capital Increase in the Authorized Capital System
B. Preemption Rights
IV. Issuance of Shares at a Premium and at a Discount
V. Public Issue Requirements
VI. Stock Exchange Introduction Requirements
VII. Forbidden Reductions of Capital and Acquisition of Shares by the Corporation Itself
A. Decrease of Share Capital
1. Types of Capital Decrease
2. Steps of Capital Decrease
3. Reduction of Capital and the Principle of Equal Treatment of Shareholders
4. Reduction of Share Capital and Amendment of the Articles of Association
B. Stock Buyback by the Joint-Stock Company
1. System of New TCC
2. Exceptions to the Prohibition of Stock Buyback
a. 10% Threshold
b. Prevention of an Imminent and Significant Loss or Danger
c. Mandatory Acquisitions
3. The Use of Free Funds for the Acquisition of Shares
4. Violation of Prohibition
5. Subsidiary Purchasing Parent Shares
6. Suspension of Rights
VIII. Classes of Shares
A. Bearer Shares-Registered (Nominative) Shares
1. Share Ledger (Share Book)
2. Form of the Share Certificate
B. Privileged Shares (Preferred Stock)
C. Deferred Shares
D. Non-voting Shares
E. Multiple Voting Rights
F. Shares Issued for Cash and Non-Cash Contributions
G. Shares With and Without a Nominal Value
IX. Transfer of Shares
A. Registration
1. Where Share Certificates Are Issued
2. Where a Share Certificate is Not Issued
3. Registered Shares/Share Certificates
4. Transfer Restrictions on Registered Shares
5. Transfer Restrictions Arising Out of Articles of Association (Voluntary Transfer Restrictions)
B. Gift Sale
C. Stock Exchange
D. Protection of Shareholders in Case of Tender Offer
E. Insider Trading
F. Debentures and Other Securities Issued by Joint-Stock Companies
§5. The Shareholders, Management and Control of the A.S.
I. Shareholder Control Mechanisms
A. Shareholders Meeting (General Assembly)
1. Innovations of New TCC
2. Types of General Assembly Meetings
a. General Assembly Meeting by Participation of All Shareholders
b. Ordinary (Annual) General Assembly Meeting
c. Extraordinary General Meeting
d. Special Meetings of the Privileged Shareholders
3. Convening of the General Meeting
a. Right and Duty to Convene the Assembly
i. Board of Directors
ii. Liquidators
iii. Minority
iv. Shareholder
b. Form and Content of the General Assembly Meeting
4. Location of the Meetings
5. The Representative of the Ministry
6. Attendance of the Shareholders
7. Chairing the Meeting
8. Adjournment of the General Meeting
9. Minutes
10. Exclusive/Non-delegable Powers of the General Meeting
B. Majority Rule (Quorum Requirements)
C. Annual Accounts, Profits and Dividends and Other Pecuniary (Economic) Rights
1. The Right to Profits
2. Participation in the Proceeds of Liquidation
3. Preemption Rights
4. The Acquisition of "Gratis" (Bonus) Shares
5. Interest During the Formation Period
D. Participation Rights of Shareholders
1. Attendance
2. Voting Rights
E. Protective Rights of Shareholders
1. In General
a. Right to Challenge Resolutions of a General Meeting (TCC 445)
b. Right to Information
c. Right to Request a Special Audit
2. Minority (Protection) Rights
F. The Obligations and Duties of the Shareholders
II. Administrative and Management Body (The Board of Directors)
A. Directors and Administrative Board
1. Distribution of Duties and Delegation of Authority
2. Number and Eligibility of Directors
3. Nomination, Election and Dismissal
a. Nomination and Election
b. Term of Duty
c. Dismissal
B. Powers of Management and Representation
1. The Administrative Rights of the Board Members
2. The Remuneration of Board Members
3. Management
C. Duties of Board Members and Applicable Restrictions
D. Liability of Directors
1. Features
2. Causes of Liability
3. Plaintiffs of the Liability Lawsuit
4. Statute of Limitations
5. Effects of Release of the Directors from Liability
E. Board Meetings
F. Representation of the A.S.
III. Auditors (Auditing of A.S.)
A. Basics
1. Benchmark (Economic Power Thresholds) Method
2. Method Based on Consideration of "Institutions Concerning Public Interest"
3. Hybrid Method
B. Interpretation of the Provision Requiring the Appointment of the Auditor
C. The Objective of the Obligation Requiring the Selection of the Auditor Before the End of the Financial Year
D. Audit Agreement
E. Appointment of the Auditor
1. Election by the General Assembly and Execution of the Audit Agreement by the Board
2. Appointment by the Court
3. Appointment by the Board of Directors
F. Cancellation of the Audit Agreement by the Auditor
G. Lawsuit for Dismissal of the Auditor and Appointment of a New Auditor
H. Scope of the Audit
IV. Workers Participation (Via Two-Tier Board Structure or Auditor Appointment)
§6. The Dissolution and Liquidation of a Joint-Stock Company
I. Grounds for Dissolution
A. Dissolution Ipso Iure
1. Grounds Provided by Law
2. Grounds Provided in the Articles of Association
B. Other Dissolution Cases
1. Upon the Decision of the General Assembly
2. Dissolution (Termination) in Case of Absence of Legal Organs
3. Dissolution (Termination) for Just Cause
C. Consequences of Dissolution and Liquidation
§7. Mergers and Takeovers
§8. Holding Companies and Subsidiaries
§9. Taxation of a Joint-Stock Company
I. Corporate Tax
A. Deductible Expenses
B. Deduction of Losses
C. Other Deductions
D. Non-deductible Expenses
E. Principle of Declaration
F. Tax Period and Assessment
G. Corporate Tax and Provisional Tax Rate
II. Value Added Tax
A. Tax Deduction
B. Principle of Declaration and Taxing Period
III. Other Taxes and Fees
Chapter 2. Commandite Partnerships Limited by Shares
§1. Distinguishing Features
§2. Formation
I. Comparison with the Formation of Joint-Stock Companies
II. Founders and Procedure of Formation
III. Organization
A. Management
B. General Assembly
C. Audit
IV. Changes among the Partners
V. Dissolution and Liquidation
Chapter 3. Limited Liability Companies (Limited Sirket)
§1. Distinguishing Features
§2. Formation
§3. Organization
I. General Assembly Meeting
A. In General
B. Quorum and Resolution
1. Ordinary Decisions
2. Unanimous Consent
3. Material Decisions
C. Convening of the General Meeting
II. Manager(s)
A. In General
B. Appointment
C. Dismissal
D. Non-delegable Powers and Duties of the Managers
E. Scope of Representation Power
F. Obligations of Managers
1. Duty of Diligence, Duty of Loyalty
2. Non-Compete Obligation
3. Notification Obligations
4. Liability
III. Auditor and the Right to Request Special Inspection of the L.S.'s Affairs
§4. Legal Status of the Shareholders (Partners)
I. Rights of the Shareholder
A. Financial (Pecuniary) Rights
B. Participation Rights
C. Protective Rights
II. Duties of the Shareholders
III. Share Book and List of the Shareholders
IV. Acquisition of Shares of a Limited Liability Company
V. Acquisition or Acceptance as Pledge by the Company of Its Own Shares or Establishing Usufruct Rights
VI. Exit, Participation to Exit and Removal from the Partnership
A. Exit of a Partner from the L.S.
B. Participation to Exit
C. Removal from the Partnership
D. Consequences of Exit/Removal
1. Exit Payment
2. Calculation of the Share Value
VII. Liability of the Shareholders
A. In General
B. Exception
1. Company Acquiring Its Own Shares
2. Liability for Public Receivables
§5. Accounts of the Partnership
§6. Dissolution and Liquidation
I. Grounds for Dissolution
II. Liquidation
Part II. Partnerships
Chapter 1. Ordinary Partnership (Adi Sirket)
§1. Distinguishing Features
§2. Formation
I. In General
II. Limitations on Freedom of Contract
§3. The Relationship Between Partners
I. Management and Control
II. Partnership Resolutions
III. Contributions of Partners
IV. Profit and Losses
V. Inspection Rights
VI. Non-competition
§4. Representation and Liability
§5. Changes among the Partners
§6. Dissolution
I. Dissolution Ipso Iure
II. Dissolution by the Partners
III. Dissolution by Court Judgment
Chapter 2. Silent Partnership
Chapter 3. Collective Partnership (Kollektif Sirket)
§1. Distinguishing Features
§2. Formation
§3. Relationship Between Partners
I. Management and Control
A. Decisions Relating to Ordinary Affairs
B. Decisions Relating to Extraordinary Affairs
II. Resolutions
III. Contributions of the Partners
IV. Profit and Loss
V. Inspection and Audit Rights
VI. Non-competition
§4. Representation and Liability
§5. Changes among Partners
I. In General
II. Termination of Partnership
A. Special Situations
1. Death of a Partner
2. Bankruptcy of a Partner
3. Forced Exit due to Justified Reasons
4. Termination by Notice
5. Consequences of Exit
B. Other Termination Cases
§6. Liquidation
Chapter 4. Commandite (Limited) Partnership (Komandit Sirket)
§1. Distinguishing Features
§2. Formation
§3. Relationship Between Partners
I. Management and Control
II. Resolutions
III. Capital Contributions of the Partners
IV. Profits and Losses
V. Inspection Rights
VI. Non-competition
§4. Representation and Liability
§5. Changes among Partners and Termınatıon
§6. Liquidation
Selected Bibliography
Index

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