28 / 522
The TCC considers losses up to and exceeding one-half of the
company capital to be significant matters requiring prompt notification
to the general assembly and, thus, burdens the board of directors with
the obligations to convene the general assembly for an extraordinary
meeting, and to provide them with improvement projects that aim to
reimburse the loss of equity. It is surely beyond doubt that the general
assembly, solely, shall decide whether to take precautions or not, to
accept or decline the suggestions of the board of directors, or to take
precautions other than those that the board of directors suggests
4
.
The first precaution envisaged under Article 376/2 of the Law,
which is the general assembly decision pertaining to continuation of
the operations with the remaining one-third of the capital, is a capital
decrease by means of reducing two-thirds of the capital. This may only
be performed via extinguishing one-third of the capital, or reducing
two-thirds of the nominal price of each share. Minimum capital and
nominal prices envisaged in the TCC must be regarded during the
implementation of both methods.
If the general assembly decides to continue operations with the
remaining one-third of the capital, then Art. 474/2 of the TCC shall be
instructive. Pertaining to such Article, the board of directors may relin-
quish convening the creditors and satisfying or securitizing them
5
.
The other precaution that the Law envisages for the loss of two-
thirds of the equity, is replenishing the capital. As is mentioned in the
preamble of Art. 376 of the TCC, replenishing may be performed via
three methods. These are as follows:
(i) Decrease of capital, as much as the uncovered portion, and
following, increase of the capital as much or more,
12
NEWSLETTER 2015
3
TCC Article 376/2: If it is detected from the last annual balance sheet that one-half of the total
amount of the capital and legal reserve funds remains uncovered due to losses, the immediate-
ly convened general assembly shall decide as to whether or not to continue operations with the
remaining one-third of the capital, or to replenish the capital; otherwise the company shall auto-
matically be terminated.
4
Prof. Dr. KAYAR Ismail
, Yeni TTT’ya Gore Anonim Sirkette Sermaye Kaybi ve Borca Batıkli-
gin Tespiti ve Sonucları Tebligi.
5
Prof. Dr. TEKINALP Unal
, Sermaye Ortakliklarinin Yeni Hukuku, Degiştirilmis ve
Duzenlemelerle Guncellestirilmis 3. Basi, Vedat Kitapcilik 2013, p. 245.