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more members (shareholders). After enactment of the New TCC,
the limited corporations, which had been established with more than
one member may decrease the number of members of a shareholders
to one with a notification that will be made to the director(s) of the
company and continue to operate with just a sole member. The direc-
tor should apply to the trade registry for the registration and announce-
ment of the company’s new structure within 7 days from receipt of
such notification. The name, residence and nationality of the single
shareholder should also be notified to the trade registry. The company
management shall be liable for noncompliance of this application
requirement.
With respect to structure of limited corporations’ share capital; the
New TCC increased minimum authorized share capital amount from
TRL 5,000 to TRL 10,000. The existing limited corporations, that had
incorporated before enactment of the New TCC should increase their
share capital up to TRL 10,000 –if the share capital of is below this
threshold– within 3 years of the publication of the New TCC. The par
value of the shares should be at least TRL 25.
The limited corporations should have registered shares and should
be represented with share certificates.
Unless otherwise stated in the articles of association (AoA), as a
general rule the general assembly should grant consent to any share
transfer transaction. The general assembly may reject to grant its con-
sent without giving any reasons. The AoA may include secondary
rights such as right of first refusal.
The board of directors and general assembly meetings may be held
via electronic means (video or telephone conference) to the extent stat-
ed in the AoA of the company.
The AoA of a limited corporation may indicate a right for the
shareholders to leave the company or list conditions to leave. The AoA
also may determine and list the reasons for the squeeze out of a share-
holder by a general assembly decision.
Unless the AoA states otherwise or the board of directors consist
of more than one directors the representation of the company can be
denoted by a joint signature. The directors may delegate the represen-
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