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COMMERCIAL LAW
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Regulation introduces detailed provisions regulating these innovations.
The Regulation expressly lays down that the transfer of a commercial
enterprise shall bear effect as of its registration.
Assessment and Conclusion
The Regulation clarifies the registry transactions required under
the TCC and the structure and organization of registry directorates. The
positive aspects of the Regulation include: clear provisions regarding
matters which were unclearly regulated under various provisions of
the By-Laws, and which therefore resulted in problems in practice;
and determination of how the novelties introduced by the TCC shall be
applied.
The Regulation includes detailed provisions to serve its purpose.
However, it should be noted that certain matters whose registration is
requested under the TCC are overlooked in the detailed provisions. For
example, while the board of directors shall register the representatives of
a joint stock company pursuant to Article 373 of the TCC, Article 22 of
the Regulation, which lists the persons who may request registration and
matters to be registered, regulates this matter within a limited scope.
Furthermore, certain provisions of the Regulation include repetitive
regulations and definitions that are already present under the TCC.
This is the case for group companies and dominance, for example. This
approach results in conflicts between the Regulation and the TCC, and at
times provisions of the Regulation are not compliant with the statutory
provisions.
Froma legal methodology perspective, the lack of an explicit provision
stating that the provisions of the By-Laws are abrogated and accepting
that the entry into force of the Regulation automatically abrogates the By-
Laws, despite ranking lower in the hierarchy of norms, is inconvenient.