50 / 521
the resolution, as it is considered a violation of transparency and the
principle of accountability
2
.
The general assembly or the board of directors’ resolution regard-
ing the capital increase shall be registered within three months follow-
ing the resolution date. Otherwise, the resolution and the consent (if
obtained) shall be deemed invalid. Additionally, this registration will
have a constitutive affect.
Principal Capital System
In a principal capital system, a capital increase is concluded
through the adoption of a general assembly resolution and this consti-
tutes an amendment to the articles of association. Thus, if a higher quo-
rum is not set forth in the articles of association, like any other amend-
ment to the articles of association, the resolution must be adopted by
the simple majority of the general assembly in which at least half of the
shares are represented. The amendment must be approved by the board
of directors. The approval resolution must be adopted by the simple
majority of the board of directors, unless otherwise stated in the arti-
cles of association
3
.
In the principal capital system, all of the shares representing the
increased capital shall be subscribed in the amended version of the arti-
cles of association or in the letter concerning participation commit-
ment. The commitment for participation must be unconditional.
Registered Capital System
In General
In a registered capital system, the board of directors is entitled to
increase the capital up to the authorized capital amount stated in the
articles of association. This system allows for a more flexible capital
structure and quicker capital increases; it therefore addresses the needs
for financing. In non-public joint stock companies with registered cap-
ital systems, the minimum initial capital cannot be less than one hun-
34
NEWSLETTER 2014
2
TEKİNALP Ünal
,
Sermaye Ortaklıklarının Yeni Hukuku
, Istanbul, 2013, p.107.
3
TEKİNALP Ünal
,
Sermaye Ortaklıklarının Yeni Hukuku
, Istanbul, 2013, p.106.