The capital increase in joint-stock companies is executed by following the procedure stipulated in Article 456 et al of the Turkish Commercial Code. The capital increase is made by the decision of the general assembly in the principal capital system and by the decision of the authorized board of directors in the registered capital system. We can summarize the procedures for increasing the principal capital as follows:
- First of all, the board of directors drafts and decides on the amendment of the articles of association regarding the capital increase, as is done in every amendment of the articles of association.
- Subsequently, the general assembly meeting is held in accordance with Article 456/2 of the TCC, and the capital increase proposal is submitted to the general assembly voting. Since the capital increase decision is essentially an amendment of the articles of association, in accordance with Article 421/1 of the TCC; unless there is a contrary provision in the law or the articles of association, it is taken with the majority of the votes presenting at the general assembly where at least half of the company's capital is represented. If the meeting quorum stipulated in the first meeting is not achieved, a second meeting can be held within one month at the latest. The meeting quorum for the second meeting is that at least one-third of the company's capital is represented at the meeting.
- If there is no restraint in the decision of the general assembly regarding the capital increase, the board of directors makes the required notifications for the shareholders to subscribe to the issued capital (in order to exercise their pre-emptive right), and drafts a subscription commitment. According to Article 461/3 of the TCC; ''The board of directors determines the principles of exercising the right to buy new shares and grants the shareholders at least fifteen days in this decision. '' This board decision shall be notified to the shareholder through a registered letter with return receipt and in the meantime, an announcement shall be made in the Turkish Trade Registry Gazette In this context, it shall be ensured that all of the shares representing the decided capital are committed after the decision of the general assembly is taken, and that ¼ of the share value is paid before the capital increase is registered.
- Before the capital increase is registered to the trade registry, a statement is signed by the board of directors stating that the above-mentioned conditions are fulfilled while the capital increase is made.
- After all these procedures are completed, the capital increase decision taken by the general assembly is registered to the trade registry, and the amendment of the articles of association regarding the capital increase is completed and enters into force. The registered capital increase shall be published in the Turkish Trade Registry Gazette and announced to third parties.
As it can be seen from the explanations given above, since the shareholders do not re-sign the articles of association while the capital increase is made in the joint-stock company that has completed the establishment procedures and started its activities, they sign the subscription commitment stipulated in Article 459/2 of the TCC in order to undertake the payment of the value of the increased shares in favour of the company. In this context, the right to acquire new shares regulated in Article 461 of the TCC allows existing shareholders to make a new share commitment to the company in proportion to their shares at the time of the capital increase decision (to enter into debt by signing a subscription commitment) and thus to continue benefitting from the rights provided by the share by acquiring new shares at the current share ratio and to maintain their shares in the partnership.
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