The General Directorate of Domestic Trade ("General
Directorate") has recently issued two circulars with respect
to the Turkish Commercial Code ("TCC"). The first was
issued by the General Directorate on 15 July 2013 in which the
General Directorate brings clarity to the concept of subscription
of receivables as share capital contribution.
Article 127 and 128 of the TCC allows the shareholders to
subscribe their receivables as share capital contribution. However,
as regulated under Article 342 of the TCC, there is an exception to
this rule in that undue receivables cannot be subscribed as a share
capital contribution. The TCC is silent about how the receivables
to be subscripted ought to be evaluated.
Accordingly, the General Directorate has, through its circular
clarified that the receivables which will be subscribed by the
shareholders as share capital contribution shall be considered as
capital in kind and therefore subject to an evaluation as set forth
under Article 343 of the TCC.
"THE GENERAL DIRECTORATE HAS, THROUGH ITS CIRCULAR
CLARIFIED THAT THE RECEIVABLES WHICH WILL BE SUBSCRIBED BY THE
SHAREHOLDERS AS SHARE CAPITAL CONTRIBUTION SHALL BE CONSIDERED AS
CAPITAL IN KIND"
The second circular was issued by the General Directorate on
July 17, 2013 and interprets the concept of quorum for dismissal of
a shareholder from the partnership.
Article 640 of the TCC provides that the reasons for dismissal
of a shareholder from the partnership can be determined under the
partnership agreement at the incorporation stage. Moreover,
pursuant to Article 621, dismissal of a shareholder from the
partnership is deemed as an important decision and therefore the
quorum for dismissal of a shareholder shall be at least two thirds
of the represented votes and the majority of the share capital
which has the right to vote.
In this respect, the General Directorate has advised that in
order to include a provision into the partnership agreement
regarding the dismissal of a shareholder, the decision to add such
provision in shall have to be taken with the unanimity of the
shareholders. The reasoning behind this interpretation is that, the
partnership agreement reflects the consensus of all shareholders
who have signed the agreement at the incorporation phase.
Therefore, in order to add an article to the partnership agreement
to dismiss a shareholder, such proposal shall be accepted by all
shareholders who have initially signed the agreed form of
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