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COMMERCIAL LAW
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to be acquainted, the company is not bound by the operation in question.
Therefore, it is possible for the company to by-pass the operation.
The modification of the principle of “ultra vires” was made by taking
into account the directive of the European Economic Community (EEC).
With the New TCC, in the direction of the purpose of the Directive, third
persons are protected; their assumption concerning the company to be
bound by the operations of the authorized persons is protected, and the
safety in the market is established.
Capital Contribution Obligation
Values that can be contributed as capital have been diversified with
the New TCC. Pursuant to Article 127/1/h of the New TCC; values such
as electronic medias, domains, names and signs can be contributed as
capital. This article indicates that the New TCC aims to comply with
technologic developments. The expression
“…such as”
enables the
contribution as capital of new values that can emerge as a result of
technologic developments.
Generalization of the Registered Capital System
Pursuant to Article 332/1 of the New TCC, non-public joint stock
companies are enabled to choose the registered capital system. This
possibility would have a positive effect, considering the fact that the
allocation of the registered capital system to publicly held joint stock
companies does not have any theoretical base and the efforts of reducing the
differences between publicly held and non-public joint stock companies.
The minimum capital for the companies choosing the registered capital
system is 100.000 TL. Thus, capital increases by non-public joint stock
companies can be effectuated up to the registered capital limit, through
the decisions of the Board of Directors, without amending the articles of
association.
System of Establishment Certificates
Pursuant to Article 336 of the New TCC,
“Articles of association,
incorporators’ statement, valuation reports, agreements related to
incorporation concluded between the company to be established,