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COMMERCIAL LAW
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- Foreign investors will have less difficulty in breaking into Turkish
markets
- Foundations and associations will be able to establish joint stock
companies without the need to have other partners
There are some notification requirements for the corporation sole.
The establishment of a joint stock company as a corporation sole and the
transformation of a multi-shareholder company into a corporation sole is
registered to the trade registry and published. Therefore, those who may
be concerned will be informed.
Removal of the Gradual Incorporation System
The incorporation of joint stock companies was regulated under
immediate and gradual incorporation. Even though gradual incorporation
was not a widely-used system, it was regulated by more detailed
provisions. On the other hand, provisions of the Capital Markets Law
were getting ahead of the TCC provisions. Gradual incorporation system
has been removed by the New TCC. “Public incorporation” system has
been adopted with the Article 346 of the New TCC. According to this
system, the shares to be offered to public are undertaken by one or more
incorporators. The fact that the shares will be offered to public within
at least two months from the registry of the company is specified in the
articles of association. The integral amount of the shares offered to public
and not sold in time and twenty five percent of the shares not offered to
public in time will be paid in three days following the two-month period.
With this disposition, a system which can be easily understood and
applied has been adopted.
Registration and Publication of the Articles of Association
Dispositions of the articles of association that are obligatorily
published in the trade registry gazette were enumerated in the TCC.
However, despite this provision, the integrity of the articles of association
was published in practice. The New TCC provides the reflection of this
application to the legislation. Pursuant to Article 354 of the New TCC,
the articles of association will be published in their integrity. On the other
hand, each disposition of the articles of association will not have an effect