ERDEM-NEWSLETTER-2018-metin

30 NEWSLETTER 2018 association of the relevant company does not regulate a special quo- rum, the meeting and decision quorum set forth under Article 418 of the TCC will be applied to the general assembly resolutions regarding issuance of premium shares. If the relevant company prefers to amend its articles of association in order to issue premium shares, then the meeting and decision quorum set forth under Article 421 of the TCC will apply. Pursuant to Article 459(2) of the TCC, if a capital increase with share premium is made, the participants must commit the premium during the share subscription, together with the increased capital. Fur- ther, by referring to Article 459(3), and pursuant to Article 344 of the TCC , the premium must be fully paid, together with the minimum quantity that must be paid prior to registration of the capital increase, and the bank receipt showing the payment must be submitted to the relevant trade registry, together with the other registration documents. As well, according to Article 461 of the TCC, the board of directors of the company must submit a report that sets forth the reasons to issue premium shares, as well as the calculation method of the premium, to the relevant trade registry. Premium Capital Increase in Joint Stock Companies that have adopted the Registered Capital System According to Article 480 of the TCC, as for the joint stock com- panies that have adopted a registered capital system, the company’s board of directors may be entitled to issue premium shares through the relevant company’s articles of association. In parallel, according to Article 18 of the CML, the board of di- rectors of a joint stock company may issue premium shares only if they are entitled to do so by the company’s articles of association. Accordingly, if the board of directors is not entitled to issue premium shares through the articles of association, joint stock companies that have adopted a registered capital system may issue premium shares only through a general assembly resolution 4 . 4 Çelik/Kırca/Manavgat p. 330.