A) In General
Article 589 – (1) Unless otherwise stipulated in the company agreement, the company agreement may be amended by the decision of shareholders representing two-thirds of the capital. Article 621 remains reserved.
(2) Every amendment to the company agreement must be registered and announced.
B) Specific Amendments
I – Increase in the Capital
1. Principle
Article 590 – (1) The capital may be increased in accordance with the provisions regarding the establishment of the company, especially the rules on capital contributions in kind and the acquisition of businesses and assets in kind.
2. Pre-emptive Right
Article 591 – (1) Unless otherwise provided in the company agreement or the decision to increase capital, each shareholder has the right to participate in the capital increase in proportion to their share in the capital.
(2) The shareholders’ pre-emptive rights to acquire new shares may be restricted or revoked by the general assembly’s decision on capital increase, but only for justified reasons and by the quorum provided for in Article 621(1)(e). The acquisition of businesses, business units, and participations or the inclusion of employees in the company may be considered justified reasons. No one shall benefit or be disadvantaged unfairly by the restriction or revocation of pre-emptive rights.
(3) A minimum of fifteen days must be given for the exercise of the pre-emptive right.
II – Reduction in the Capital
Article 592 – (1) The provisions regarding the reduction of capital in joint-stock companies apply to limited companies by analogy. The capital may be reduced for the purpose of improving a balance sheet that is in debt, but only if all additional payment obligations stipulated in the company agreement have been fully paid.
Source: 6102 Turkish Commercial Code
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