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Company seeking a license to establish is subject to certain require-

ments; it must:

• be a joint stock company.

• have an area of activity limited to the subjects stipulated in the

Law.

• have articles of association that are in compliance with the Law.

• issue share certificates as registered shares to named persons

and all of the share certificates must be issued in return for cash.

• The real person founders of the Company and the real persons

having the right to manage and audit legal person founders

shall:

a.

not directly or indirectly hold a share capital of ten percent

or more in any banker, banks, insurance companies and/or

other institution operating in monetary and capital markets

that has been subject to liquidation;

b.

not have their activities suspended, in whole or in part, per-

manently or temporarily, for a period of one month or more

in the one year period prior to the date of application for

incorporation in accordance with the applicable laws;

c.

not be bankrupt or have declared bankruptcy; and shall not

have been sentenced to any heavy imprisonment or to

imprisonment for more than five years due to infamous

crimes such as simple or aggravated embezzlement, secret

conspiracy, extortion, bribery, theft, swindling, forgery,

breach of trust,, smuggling, conspiracy in relation to public

tenders and purchases, money laundering, tax evasion or

attempted tax evasion, or any other such crimes as stipulat-

ed under the Law.

d.

have the financial capabilities and reputation which a

founder should be reasonably expected to have.

• have a nominal capital of at least twenty trillion Turkish Lira

and at least ten trillion Turkish Lira of capital paid-in; the

remainder of which must be paid within a maximum period of

three years.

372

NEWSLETTER 2012