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dred thousand (100,000) Turkish Liras. This amount may be increased
by the Council of Ministers.
The board of directors independently decides when and how much
the capital will be increased within the framework of the authority it
has been given. However, in order for the board of directors to issue
preferential shares or shares with a higher value than their nominal val-
ues or to restrict pre-emption rights, an explicit provision in the articles
of association is required. The board of directors shall indicate the
amount of increase, nominal values of the newly issued shares, their
quantity, type, whether the shares are preferential or premium, the time
period in which the pre-emption right will be exercised and the method
of exercise and whether or not the pre-emption rights are restricted. In
the registered capital system, the shares are subscribed with a commit-
ment for participation. The board of directors has to be expressly
authorized by the articles of association in order to issue premium
shares or shares with a higher value than their nominal values or to
restrict pre-emption rights.
Another important point is that the members of the board of direc-
tors or shareholders may file an annulment action against this resolu-
tion. A reference is made to TCC Art. 445 with respect to the annul-
ment of the resolution of the board of directors in a registered capital
system which regulates the annulment of general assembly resolutions,
since as a rule, the resolution regarding the increase of capital is adopt-
ed by the general assembly. The right to bring an action shall lapse
after 1 month following the resolution to increase capital and TCC Art.
48-451 will be taken into consideration in this action by analogy
4
.
Restrictions
There is no restriction with respect to the authorized capital cap
under the TCC. Thus the only limit for the board of directors is the
authorized capital stipulated in the articles of association. However,
Article 5/5 of the Communiqué Pertaining to the Registered Capital
System for Non-Public Joint Stock Companies, dated 19.10.2014,
adopts the following restriction:
“Authorized capital shall not exceed
COMMERCIAL LAW
35
4
KENDİGELEN Abuzer
,
Türk Ticaret Kanunu Değişiklikler, Yenilikler ve İlk Tespitler
, İstan-
bul, 2011, p. 314.