20 / 522
between corporate law and accounting rules that already allow for
accounting in foreign currency. In accordance with Art. 332/1 of the
TCC, the minimum amount of share capital is stipulated in Turkish
Liras. Additionally, Art. 70/1 of the TCC provides that financial state-
ments shall be prepared in Turkish, and using Turkish Lira. The Tax
Procedural Law (“TPL”) provides an exemption regarding bookkeep-
ing in foreign currency for certain companies (Art. 251/1 and 2 of
TPL). Except for those as stated, there are no provisions in Turkish
Law that allow accounting and capital denomination in foreign
currency.
Another provision proposing an amendment of capital structures is
Art. 632 of the Draft that sets forth an obligation to pay the total share
price at the time of the capital increase and the foundation. The rele-
vant provision aims to prevent the issuance of bearer share certificates
before payment of the total amount of the share price, and to comply
with the practice to pay the total share price prior to registration.
Pursuant to Art. 344/1 of the TCC, 25% of the price of the shares sub-
scribed in cash shall be paid prior to registration, and the remaining
amount shall be paid within 24 months. Considering the provisions on
protection of the capital provided by the TCC (for example Art.(s) 349,
358, 480/3, 482, 483, 484 etc. of TCC) and the special provisions
regarding certain types of companies (provided by the Capital Markets
Law (“CML”), the Banking Law, etc.), adoption of such amendment
may deter shareholders from establishing joint stock companies due to
the high amounts that must be paid prior to the registration.
Furthermore, the Draft abolishes the minimum nominal value of
one centime (
100 centime=1 Franc
), and provides that the shares may
have any value greater than zero centime (Art. 622/4 of Draft). The rel-
evant provisions aim to liquidate the shares by splitting them when
necessary. However, the Draft does not abolish the system of the nom-
inal value; therefore, all shares shall have a nominal value. The TCC
also adopts the system of a nominal value, but it provides that a mini-
mum nominal value of the shares shall be 1 kuruş (
100 kuruş=1 TRY
)
and its multiples (Art. 476/1 of TCC). Moreover, it is not permitted to
issue shares under this minimum nominal value even if that the com-
pany’s economic conditions require such issuance (Art. 476/3).
Exceptionally, public companies may issue shares at the price deter-
4
NEWSLETTER 2015