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COMMERCIAL LAW
47
Emergence of the Voting Right
Pursuant Article 435 of the New TCC, the voting right emerges
upon the payment of the minimum amount provided by law or by the
articles of association. This provision is a new provision that was not
regulated under the TCC. Pursuant to this provision, in line with Article
344/1 of the New TCC, the shareholder acquires the right to vote upon
the payment of twenty five percent of the price of the shares subscribed
in cash, or the price stipulated under the articles of association, if this
price is higher. In the event that a higher price is not stipulated under the
articles of association, the payment of twenty five percent is sufficient for
the emergence of the voting right.
Provisions Concerning Preference in Voting Rights
Pursuant to Article 478/2 of the New TCC which regulates preference
shares, the preference in voting rights is also mentioned among the
preferences that may be granted in favor of shareholders. Voting
preference shares are regulated separately under Article 479. According to
this provision, voting preference may be granted by designating different
number of voting rights to the shares having the same nominal value.
Therefore, under the New TCC, voting preference may not be granted
by designating the same number of voting rights to the shares having
different nominal values.
Another innovation provided by the New TCC concerning voting
preference shares is the limitation of the voting right that may be granted
in favor of a per share. The TCC does not provide any limitation on this
matter. Pursuant to Article 479/2 of the New TCC, the maximum number
of voting rights granted in favor of per share is limited to fifteen votes.
Additionally, the limit set with regards to voting preference shares
shall not be applied in case the corporate governance principle requires,
or in the presence of a valid reason. The request to set aside the upper
limit of voting preference shall be addressed to the commercial court
located at the place of registered office of the company. The court should
evaluate the corporate project and decide to set aside the upper limit
rule for preference shares. The New TCC regulates that the court may
withdraw the decision concerning the omission of the limitation rule in