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NEWSLETTER 2011
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incorporators and other persons and transaction auditor’s report are
establishment certificates. These certificates are submitted to the registry
file and a copy of each is kept by the company for five years.”
System
of establishment certificates is new to Turkish law. The purpose of this
disposition is to provide transparency and to prevent, as far as possible,
the conclusion of secret agreements. This disposition shall be considered
within the scope of the principles of information and transparency.
Incorporators’ statement is among the establishment certificates.
This statement includes the suitability of the provision for the capital in
kind and the necessity of such capital contribution. In addition; acquired
securities and their price, important commitments assumed by the
company, connections concerning the purchase of machinery or similar
goods and any active value, prices, commissions and any kind of debt are
clarified, comparatively with their peers. Besides, the statement should
include any fact, operation and development concerning the incorporation.
The statement should be prepared and signed by all of the incorporators.
Another important certificate among the establishment certificates is
transaction auditor’s report. Within the scope of the New TCC, some
important operations effectuated within the joint stock company are
audited by the transaction auditor. Incorporation takes part among these
operations. The transaction auditor will audit whether the shares are
totally undertaken, the minimum amount of share prices is deposited to
the bank and the existence of other establishment certificates.
Corporation Sole
The corporation sole for joint stock companies has been adopted
with Article 338/1 of the New TCC. Pursuant to this article, one or more
incorporators are required for the incorporation of a joint stock company.
Some of the reasons for the adoption of corporation sole system are as
follows:
- Presence of “strawmen” for the incorporation will not be necessary
- Transparency of the shareholding will be established
- Small and medium sized enterprises will be released from the
unlimited liability