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capital cap have been reached and no further new determination is real-
ized for the registered capital cap.
Exit from the Registered Capital System
Pursuant to the article 5/6 of the Communiqué, joint stock compa-
nies which have not amended the articles of association with regard to
the authorization period of the board of directors with a general assem-
bly resolution during the year where this period is expired, shall be
considered as out of the registered capital system.
Additionally, article 8 of the Communiqué regulates the situations
where the companies may exit or removed from the registered capital
system.
The companies which use the registered capital system contrary to
the purpose of this system, which use this system by abusing their
shareholders and other relevant third parties holders of rights, the com-
panies which are able to increase their capital with ease due to their
corporate structure and without need to registered capital system and
the companies which have lost other qualifications for the adoption of
the relevant system may be removed from the registered capital sys-
tem.
The companies may exit from the registered capital system by
their own decision before the expiration of the determined period by
the articles of association. In this case, a draft for the amendment of the
articles of association shall be prepared and an application shall be
made to the General Directorate of Domestic Trade. Authorization of
the Ministry of Customs and Trade and a resolution of the general
assembly are also required.
Conclusion
Adoption of the registered capital system for the non-public joint
stock companies created a more compatible structure between these
companies and public companies. In this framework, it is possible to
mention that Capital Market legislation shall be applied to the public
joint stock companies while related provisions of the TCC and this
Communiqué shall be applied to the non-public joint stock companies.
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