Our stock ledger of 2012 is lost. We notarised it in 2013 again. Now, we need to document the shareholding structure of 2012. Is it possible to enter the shareholding structure of 2012 in the stock ledger of 2013?

It is a legal obligation to enter the shareholding structure in the stock ledger as it changes. It is not possible to update it every year if there is no change in the shareholding structure. On the other hand, it may be possible to enter the last shareholding structure by stating that the stock ledger of the previous year is lost and that the shareholding structure has been notarised in 2013. This way, it may also be possible to obtain the letter about the shareholding structure from trade registry. Although share transfers in joint-stock companies are not subject to registration, it is known that the document is submitted with the general board’s list of attendants attachment of that date after the situation is explained.

Source: İSMMMO
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

1.2- In order to accept the shares as acquisition or deposition according to the first article of the related law, general assembly has to inform the members of the board.

In this authorization, valid for at most 5 years, the shares to be accepted as acquisition or deposition will be shown by their lower and upper limits are shown. In every permission request, the board states that legal requirements are achieved.

1.3- Additional to the conditions in the article number one and two, after the shares to be acquired are dscounted, the rest active has to be equivalent to at least the total of capital and substitute reserves.

1.4- According to these provisions, only the shares paid can be acquired.

1.5- Above mentioned provisions are executed in case of the fact that main company’s shares are obtained by subsidiary company. Regarding the companies having stock exchange securities, Stock Exchange Commission makes arrangements in terms of principle of transparency and rules of price.

2- DO CORPORATES CAN ACQUIRE THEIR SHARES WITHOUT THE DECISION OF GENERAL ASSEMBLY?
A company, getting rid of a serious loss and harm if necessary, is able to acquire it share without the decision of general assembly regarding authorization.
2.1- The reason and the aim of acquisition
2.2- The number of the shares acquired, nominal par or par value and which part of the capital is represented,
2.3- its cost and payment conditions,
need to be informed.

3- WHAT ARE THE EXCEPTIONS IN THE CASE OF CORPORATES ACQUIRING THEIR SHARES?

A Corporation is able to acquire its share if;
3, 1- It practices the legislations regarding diminishing the capital according to the related law number 473 and 475.
3,2- Total subrogation
3,3- If a law begot necessity of buying
3,4-  If it aims to collect on the condition of all the debts are paid.

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Source: Turkish Trade Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

1.1- Except for the cases of harder quorums in the meetings, general assembly’s come together with at least ¼ capital shareholders come together. This quorum has to be kept during meeting. If the quorum in the first meeting cannot be achieved, the quorum will not be searched for the second meeting.

1.2- Decisions will be made with the plurality.

2- WHO MODERATES GENERAL MEETING IN CORPORATES?

2.1- If there is no other regulation in main agreement, meeting will be moderated by a head who was elected by general assembly and who doesn’t necessarily have share. If necessary, head can decide headship by having contact with secretary.

2.2- General assembly of corporate, prepares internal directive which includes basis and principles of working of the corporate prepared by the ministry of customs and put it into practice after the confirmation of general assembly. This is registered officially.

3- IN WHICH CASES GENERAL MEETING OF CORPORATES CAN BE CANCELLED?

3.1- Financial tables negotiations and related subjects will be postponed for a month later without the confirmation of general assembly with the decision of the heads who head 1/20 of capital in public company’s and 1/10 in private.

Canceling will be informed to the shareholders according to the related law article number 414 and will be posted on company’s website. For the following general meeting, general assembly will be called in again.

3.2- After canceling of the meeting by the wish of minority,  canceling of the inspecting financial tables will be depended on not addressing the questions of the financial inspecting before.

Source: Turkish Trade Law
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

1-Who can work as auditor at corporates?
Auditor can be people or stock corporations composed of the people, authorized by public oversight, accounting and auditing standards authority and obtaining license according to the law of certıfıed publıc accountancy and sworn ın certıfıed publıc accountancy numbered 3568 and dated 01.06.1989.
When one of the below mentioned situations exist,  the ones working with  sworn financial advisor, professional accountant  or with the ones related to those, cannot work as audit in relevant companies.

Situations are as follows:
1.1- If auditor has a share in the company to audit,
1.2- If he is the worker or the director of the company to audit or had this title 3 years before his appointment as an audit,
1.3- If a legal entity appointed as auditor is the representative or the legal representative of the company whom he will audit or is a member of the board of management or has more than %20 shares of the company or is third degree kin to them.
1.4- If he has relations with the company to audit or has share more than %20 of the shares of the company to audit or work with the one of the shareholders of the company to audit,
1.5- If he helped to the company to audit on book keeping or regulating financial tables,
1.6- If he helped to the company in other way except for  book keeping or regulating financial tables,
1.7- If he works with an auditor  whose title taken away because of the reasons shown in 1.1 and 1.6,
1.8- If  more than %30 of his income comes from making money  out of auditing for the last five years, he cannot be an auditor.

2-What is the year condition for auditing?
If an auditor is chosen for 10 years to audit the same company he can’t audit it again unless 3 years pass. Accounting and auditing standards authority has the right to audit this situation.

3-CAN AUDITORS PROVIDE SERVICE WITH THE CMPANIES THEY AUDIT?
It is forbidden to provide service with the companies by the auditors except for  tax or tax audit services.

Source:Turkish Trade Law
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

1- If the fact of half total of capital and contingency reserve are unreciprocated, is understood from last years’ balance sheet, board of management call the meeting on short notice and suggests reformatory measures.

2- According to last years’ balance sheet;  If the fact of half total of capital and contingency reserve are unreciprocated, is understood from last years’ balance sheet, board of management call the meeting on short notice and suggests reformatory measures. However, general assembly decides not to complete the capital or be content with the one third of the capital, company terminates automatically.

3- If there are signs showing the company is deep in debt;

3,1- Board of management calculates interim financial statement.
3.2- If the fact that current assets are not enough to pay debts is understood from the interim financial statement, the board of management reports the situation to the commercial court of first instance located nearby the company’s dwelling and demands bankruptcy petition.
3.3- Before bankruptcy petition, if the account receivables of the company financing the deficit, accept the fact that the amount they got paid is possible to come after the other receivables can be proven by the authorities, appeal to court for expertising can be considered to be bankruptcy petition.

Source:Turkish Trade Law
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

This call, is done at least 2 days before the meeting day, except for anouncement and meeting days. This call, is done at least 2 weeks before the meeting day, except for anouncement and meeting days. The meeting day and the journals which have published or will publish the anouncement are notified with certified letters to shareholders written in the share ledger and the shareholders who have declared their addresses with shareholder documents or share register, proving their shareholder status.

***The provision of the sixth paragraph of 11th article of Capital Market Law.

2- WHO ARE THE SHAREHOLDERS AUTHORIZED FOR THE JOINT COMPANY GENERAL ASSEMBLY?
2.1- Shareholders who have their names in the “present” list prepared by Board of Managers can join the General Assembly Meeting.
2.2- Uncertificated securities whose names are on the list of attendants, the holders of the certificates to their names and according to the 10th article of Capital Markets Law, the shareholders who are recorded or the representatives of those whose names were called join the general assembly. Real persons need to present their identifications and the representatives of legal entities need to present their procuration proxy.
2.3- Bearer shareholders prove that they are the holders of these notes at least 1 day before the general assembly meeting and obtain an entry card and they can join the meeting after they present these cards. However after the entry card is given, shareholders who prove that they have taken over the bearer share can join the general assembly.
2.4- The right to join the General Assembly and to vote can not be bound to the condition that the documents or the certificates of shares which prove the person is a shareholder are stored in the company, a credit institution or another place.

3- IN WHICH SITUATIONS CAN A GENERAL ASSEMBLY MEET WITHOUT A CALL?
3.1- All the shareholders or their representatives, unless one of them makes an objection, without prejudice to the provisions for joining the general assembly and general assembly meetings, without abiding by the procedure related to the call, the general assembly can meet and they can make a decision with the condition that the quorum of meeting is reached.
3.2- In the general assembly meeting without call, an article can be added to the agenda with consensus; any other prime contract provision is invalid.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

In the event of keeping Minute Book of Board of Directors, the judgements concerning to the minute book of Board of Directors including approval of opening and closing should be applied. In case of writing the decisions in general meeting and negotiation book, it is compulsory to write the issues stated in the second clause of article 10 of Account Books Communique. In process of keeping a separate minute book of Board of Directors, the decision of the Director or the Board of Directors will not be written in general meeting and negotiation book.

Source: Turkish Trade Law
Date: 1 March 2017

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

2- WHO CAN CALL THE GENERAL ASSEMBLY FOR MEETING?
2.1- General Assembly, can be called for meeting by the executive board even if it’s out of date. Liquidating agents can also call the general assembly for meeting related to their responsibilities.
2.2- In case the General Assembly can’t meet frequently and there is no opportunity fort he meeting quorum or the meeting quorum isn’t present, with a permission from the court, a single shareholder can call the general assembly to meeting. Court’s decision is final.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

2- What is the field of activity of a Corporation?
Corporations can be found for all kinds of economic goals and subjects that are not forbidden by law. (Article 331 of the Turkish Code of Commerce)

3- What is the minimum amount of capital for Corporations?
The original capital referring to the committed capital in articles of incorporation cannot be less than 50.000 Turkish Lira. On the other hand, the initial capital in non-public corporations, who accept the registered capital system showing maximum realm of authority given to Board of Directors for capital increase, cannot be less than 100.000 Turkish Lira. (Article 332 of the Turkish Code of Commerce)

4- How many partners are needed in order to establish a Corporation?
There should be one or more than one founders in order to establish a Corporation.  (Article 338 of the Turkish Code of Commerce)

5- When should a Corporation make payments for capital in cash?
25% of par value of subscribed capital in cash should be paid before the registration and the rest should be paid within 24 months after the registration. However, the absolute amount of premiums on issued shares should be paid before the registration. (Article 344 of the Turkish Code of Commerce)

6- What is the borrowing prohibition of Corporation shareholders?
Shareholders cannot become indebted to the company until they fulfill liabilities due (which come out because of capital subscription) and the profit of the company (with free reserves) becomes equal to losses of previous periods. (Article 358 of the Turkish Code of Commerce)

7- Members of the Board of Directors in Corporations
There are one or more than one members in the Board of Directors who are appointed with the articles of incorporation or by the Board of Directors. (Article 359 of the Turkish Code of Commerce)

8- What is the term of Office of Board of Directors?
The term of office of Board of Directors should be maximum 3 years. Unless indicated otherwise in the articles of incorporation, the same person can be appointed again. (Article 362 of the Turkish Code of Commerce)

9- Can a member of the Board of Directors be suspended from his/her duty earlier?
Even if they are appointed with the articles of incorporation, members of the Board of Directors can be suspended from their duties earlier on condition that there is a provision related to the agenda or there is a justified reason (even if there is no provision related to the agenda). Legal entity who is a member of the Board of Directors can change the person being the representative on behalf of it. (Article 364 of the Turkish Code of Commerce)

10- Which Board Administrate the Corporation?
A Corporation should be administrated and represented by the Board of Directors. (Article 365 of the Turkish Code of Commerce)

Source: the Turkish Code of Commerce Numbered 6102

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

In the articles of incorporation, it is envisioned that the chairman and the deputy chairman or one of them can be assigned by the Board.

The Board can establish a committee or a commission (there can be Board members among them) in order to control the general situation, prepare a report that will be submitted to the Board, enforce of its decisions and internal audit.

By inserting a provision to the articles of incorporation, The Board can be authorized to assign partially or completely responsibility to some Board members or to the third persons in line with its internal directive.

This internal directive organizes corporate management, defines necessary tasks and positions, and determines who depends on whom and who is subject to submit information.

On request, the Board gives information in written form about this internal directive to the shareholders or creditors who convincingly present their interests.

As long as the administration is not transferred, it belongs to all of the Board members.
(Article 366-367 of Turkish Commercial Code No 6102)

Source: Turkish Commercial Code No 6102

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.