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NEWS LETTER 2 0 1 0
54
An IIT can be established instantaneously or existing companies
can be converted. Within the limitations of the last paragraph of Article
4 of the Communiqué, existing Infrastructure Companies defined in the
Communiqué, capital stock companies, foreign companies or companies
established to operate in infrastructure investments and services conducted
by municipalities as defined in “The Law regarding the Realization of
Certain Investments and Services within the Framework of Build-Operate-
Transfer Model” numbered 3996 which was published in the Official
Gazette dated 13.6.1994 and numbered 21959, can be converted into
infrastructure investment trusts by amending their articles of association
in accordance with the procedures of the Communiqué and the Law. An
IIT should have at least TRY 100,000,000 capital initially, and 10% of the
capital should be issued cash. The initial capital requirement is lowered to
TRY 5,000,000 if a public authority or municipality has at least 80% of
the shares of the company, but has to reach TRY 100,000,000 capital after
the public offer.
One of the founders of the IIT has to be called the “leading shareholder”,
and within two years following the registration with the Trade Registry
Office, the IIT has to apply to the Board for a portfolio management license.
The leading shareholder is the shareholder or shareholder individually
or as a group own(s) at least 20% of the shares of IIT. Regarding the
establishment applications of the IIT, the leading shareholder or real or
legal person founders who possess 10% or more of the corporation’s shares
must provide the required sources obtained from their own commercial,
industrial, and other legal activities as free from any debt and must have
sufficient capital to be able to meet amount of capital committed. The
leading shareholder or real or legal person founders who possess 10% or
more of the IIT’s shares must have a reputation required to be shareholders
of a capital market establishment. In Article 6, the Communiqué further
stipulates special qualifications for the leading shareholder. For example,
a real person leading shareholder should own movable and immovable
assets of at least TRY 100,000,000 (in case of more than one person TRY
150,000,000). Legal entities should have a business record of at least three
years; consolidated and non-consolidated financial statements belonging
to the last accounting period must be audited by an independent auditor;
financial statements must show issued capital/paid in capital at least equal
to the capital of the corporation to be established; total assets must be
at least two times the capital of the corporation to be established; equity