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five times of the initial share capital. … Following the adoption of the
registered capital system by way of amendment or at the time of estab-
lishment, the authorized capital shall not exceed five times of the
issued capital at the time of the general assembly concerning the
amendment of the articles of association.”
Thus the limit for the autho-
rized capital is determined as five times of the share capital.
No restrictions concerning the method of payment or the type of
capital to be subscribed are stipulated for the registered capital system.
However, such a restriction may be stipulated in the articles of associ-
ation.
Finally, the authority to increase the capital granted to the board of
directors is limited to five years by the TCC. Thus, in order to autho-
rize the board of directors for another term, the articles of association
shall be amended and the new term shall be determined. Change of
the members of the board of directors shall not remove the authority
granted and the board of directors shall maintain such authority until
the end of the term determined. According to Swiss doctrine, the
authority commences from the registration of the resolution but not
from the adoption of the resolution by the general assembly. As the
TCC does not have any regulation in this regard, the same solution may
be adopted for Turkish law
5
.
Conclusion
As is seen, non-public joint stock companies may adopt a princi-
pal capital system in which the general assembly decides to increase
the capital or a registered capital system in which capital increase is
adopted by the board of directors’ resolution. Nevertheless, in order to
adopt the registered capital system, a provision as such must be stipu-
lated in the articles of association. In addition, the increase of the cap-
ital up to the authorized capital amount shall not qualify as an amend-
ment of the articles of association, since the registered capital cap is
already stipulated in the articles of association. Joint stock companies
may adopt any of these systems according to their need for capital and
size.
36
NEWSLETTER 2014
5
KARAHAN Sami
,
Şirketler Hukuku
, 2012, p. 573.