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Authorization of the Ministry of Customs and Trade
Pursuant to the article 6 of the Communiqué, the joint stock com-
panies which shall adopt or accept the registered capital system should
apply to the General Directorate of Domestic Trade and should obtain
authorization from the Ministry of Customs and Trade.
The General Directorate of Domestic Trade shall be taken into
consideration the criteria such as
“general purpose and principles of
the TCC, dispositions of the Communiqué, requirements of the market,
purpose of the registered capital system, rights and benefits of the
shareholders, compliance with the legal obligations”
for the evalua-
tion of the applications.
Capital Increase in the Registered Capital System
Pursuant to the article 9 of the Communiqué, the board of directors
should mention the amount of the increased capital, nominal value of
the new shares to be issued, their number, types, whether these shares
are preferential and with premium or not, whether the pre-emptive
rights are limited or not, conditions and term for the use of these rights
and other necessary issues if any, in the resolution pertaining to the
capital increase.
The board of directors is also obliged to publish the resolution per-
taining to the capital increase, new disposition of the articles of asso-
ciation which states the issued capital, nominal value of the new
shares, their numbers, types, whether these shares are preferential and
with premium or not, limitations pertaining to the preferential shares
and pre-emptive rights, conditions for use of these rights, and their
term, any records pertaining to the premium and principles for the
application of the premium pursuant to the publication procedure set
forth under the articles of association.
In principle, the capital may be increased until the registered cap-
ital cap by the board of directors’ resolutions. This cap may not be
exceeded. However, while the capital increase is realized by the inter-
nal resources, the registered capital cap may be exceeded.
The Communiqué also regulates that it is not possible to increase
the capital by the board of directors’ resolutions in case the registered
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NEWSLETTER 2012