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NEWSLETTER 2013
58
Preliminary Companies Pursuant to Provisions of the TCC
*
Att. Leyla Orak
Introduction
Turkish Commercial Code No. 6102
1
(“TCC”) separately regulates
the incorporation of a joint stock company and a company becoming a
legal entity. A joint stock company shall be deemed established once its
founders declare their will to incorporate a company in the articles of
association and their signatures on the articles are notarized. Nonetheless,
the company shall become a legal entity by registering with the trade
registry. This points to the existence of a preliminary company (pre-
company); the period preceding the moment when the company becomes
a legal entity. This article will analyze the pre-company as regulated for
the first time under the TCC.
The Regime under the Abrogated Code
The prevailing opinion while the abrogated Turkish Commercial
Code No. 6762 (“aTCC”) was in force was that a company’s founders
constituted an ordinary partnership prior to the joint stock company
becoming a legal entity through registration. In fact, there was a
distinction drawn between a pre-incorporation partnership established
between the founders intending to establish a company by preparing
the articles of association and signing them, and a pre-company in
the form of an ordinary partnership (ordinary company) in the period
between the signing of the articles of association and the registration of
the company
2
.
*
Article of July 2013
1
Published in the Official Gazette dated February 14, 2011 and numbered 27846, and entered
into force on July 1, 2012.
2
Emrullah Kervankıran
, “Ön Şirket ve Hukuki Niteliği”,
6102 sayılı Yeni Türk Ticaret
Kanunu’nu Beklerken 10-11-12 Mayıs 2012, Marmara Üniversitesi Hukuk Fakültesi Hukuk
Araştırmaları Dergisi Özel Sayı
, V:18, No:2, Year: 2012 (
Kervankıran
), p. 350-352.