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increase in this system, increase of the registered capital cap, leaving
the system, issuance of preferential shares and shares with premium,
limitation of the pre-emptive rights and pertaining to the other issues”
.
Adoption of the Registered Capital System
Conditions for the adoption of the registered capital system are set
forth under the article 5 of the Communiqué. In this framework, mini-
mum initial capital at the establishment of the company should be at
least 100.000 Turkish Liras. Moreover, for the acceptance of the regis-
tered capital system at the establishment, the initial capital should be
fully paid. However, for the joint stock companies of which the initial
capital for the establishment is higher than 100.000 Turkish Liras, if
the entire initial capital should be fully paid or if the payment of
100.000 Turkish Liras should be sufficient, is not clear.
The companies which shall adopt the registered capital system not
during the establishment but by way of amendment of the articles of
association at a later stage should be fully paid the issued capital and
no capital loss should be in question.
These companies should set forth the following matters under their
articles of association:
- initial capital,
- term (this term should be maximum five years), beginning and
ending dates of this term related to the power granted to the
board of directors for the capital increase until registered capi-
tal cap,
- registered capital cap, and
- publication procedure of the board of directors resolution per-
taining to the capital increase.
The relevant registered capital cap may not exceed fivefold of the
initial capital.
Moreover, in case authorities such as issuance of preferential
shares or shares with premium, limitation of the pre-emptive rights
shall be granted to the board of directors, provisions on these authori-
ties should be also stipulated under the articles of association.
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