CORPORATES – Muhasebe News

Can corporates take their shares?

MuhasebeNews — Wed, 14 Nov 2018 07:00:26 +0000

1- IN WHICH CASES CORPORATES CONSIDER THEIR SHARES AS ACQUISITION OR DEPOSITUM TAKE PLACE?

1.1- A corporate is not able to accept its shares which will exceed its capitals 1/10 rate, as acquisition or deposition. This provision also includes the third person from the corporate who consider his share as acquisition or deposition.

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.

In Which Cases General Meeting is cancelled in Corporates?

MuhasebeNews — Tue, 13 Nov 2018 09:27:38 +0000

1- WHAT IS THE DECISION AND MEETING QUORUM IN CORPORATES?

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.

How Right to vote is gained in corporates?

MuhasebeNews — Fri, 09 Mar 2018 14:54:53 +0000

1- HOW RIGHT TO VOTE IS GAINED IN CORPORATES?

1.1- Shareholders use their right to vote in accordance with their shares. (Turkish Trade Law, article number 1527 is reserved.

1.2- Even though every shareholder has a certain amount, they have one right to vote. In main agreement, shareholder’s right who has more than one amount can be restricted.

1.3- During company’ financial situation is fixed, if the value of these amounts are deceased, right to vote can be protected.

1.4- The Ministry of Customs and Trade can issue a declaration regarding accumulated vote.

2- HOW RIGHT TO VOTE BEGOTTEN?

Right to vote is begotten with the paid least specific amount.

3- IN WHICH CASES PARTNERS OF CORPORATES CANNOT USE THEIR RIGHT TO VOTE?

3.1- Shareholder is not able to use his right to vote in the companies or corporates of his kin, wife or children.

3.2- The members of the board with the people, who are in charge of management, are not able to use their right to vote in discharge of the board.

Source: Turkish Trade Law