establishment of corporation.ppt

8/13/2019 ESTABLISHMENT OF CORPORATION.ppt

1/21

ASSIST.NIL KULA DEGIRMENCI

ESTABLISHMENT OF

CORPORATIONINTRODUCTION TO BUSINESS


2/21


WHAT IS CORPORATION?


3/21



A corporationis a legal entity that iscreated under the laws of a state designedto establish the entity as a separate legal

entity having its own privileges andliabilities distinct from those of itsmembers.


4/21



Corporations are usually registered with the state,province, or national government and regulated by thelawsenacted by that government.

As it gains the company its legal entity,registrationis the main prerequisite to the

corporation's assumption of limited liability. As thecommercial corporations have legal entity, thedemanders are required to apply to this legal entitybefore applying to each partner for their claim.

The law sometimes requires the corporation to designate

its principal address, as well as a registered agent (aperson or company designated to receive legal service ofprocess).

It may also be required to designate an agent or other

legal representativeof the corporation. (Such as

manager, branch etc.)


5/21



According to 6102 numbered TurkishCommercial Code (TCC) article 16; All thecommercial corporations arranged in this codeare regarded as Merchants.

Than we could say; besides the special articlesarranged for each kind of the corporation, whichwe will examine in this course, the articles thatrefer to Merchants could also be applied tocorporations.

Therefore lets examine the general provisionsfor merchants;


6/21


WHAT IS MERCHANT?


7/21


WHAT IS MERCHANT?

According to article 12 of TCC A merchantis a businessperson whooperates an enterprise partially or totally on behalf of his/herself.

According to article 18 each merchant is subject to bankruptcy. According to article 19 all the depts of the merchants are regarded

as commercial.

According to article 20 and 21 merchants have right to claim for itspayment and demand an arrangement of invoice. According to article 39 all merchants should use a Tradename.

According to article 42; At least one of the partners name and surnameshould be included in the tradename of the Collective and Commanditecompanies.

According to article 43; Cooperatives, Limited companies and JointStock Companies are free to choose their own tradename.


8/21


WHAT IS THE CLASSIFICATION OFCORPORATES?


9/21


CLASSIFICATION OFCORPORATES

There are four kinds of commercial corporates arrangedin Turkish Commercial Code (counted in article 124) andall of them has legal entity (according to article 125when did they gain it?); Joint Stock Company (Anonim irket)

Limited Company (Limited irket) Commandit (Komandit irket) Collective (Kollektif irket)

There is also cooperative regarded as corporationshowever they are not arranged in TCC therefore we will

examine their differancies later. Lets examine them one by one shortly and their

establishment procedures.


10/21


CLASSIFICATION OFCORPORATES

According to article 124/2 commercial corporates aredivided into two categories; Partnership companies; The demanders should firstly apply to

the legal entity of the company however if it is ineffective thancould apply to the personal asset of the partners of the company

for companys depts. Collective Company Commandit Company

Capital companies; The demanders should first apply to the legalentity of the company and even if it is ineffective, in case whenthe partners have paid their declared amount of capital to the

company, the demanders could not apply to the personal assetof the partners of the company for companys depts. Joint Stock Company Limited Company


11/21


12/21


1-Collective Company Agreement(TCC Art. 211- Art. 303)

According to article 213 theArticles ofAssociation should contain the below mentionednorms; Names and surnames of the partners and their

residency and nationality That the company is collective The tradename and main office of the company The business subject of the enterprise The capital amount that each partner has declared

(the capital might be other than money, ex. Personaleffort)

Names and surnames of the people who areauthorised to represent the company


13/21


2- Commandit Company(TCC Art. 304 - Art. 328)

According to article 304-A commandit company is acompany aimed to operate a commercial enterpriseunder a trade name and which is established betweenreal persons (COMMANDITE PARTNERS) whoseresponsibilities havent been limited and the legal

entities (COMMANDITER PARTNERS) whoseresponsibilities have been limited with their claimedcapital against the company demanders.

According to article 305; articles 212 and 215 would alsobe applied to those companies. Than;

The collective company agreement should be writtenly madeand notarized. (Art. 212) The establishment of the collective company should be informed

with the submission of its collective company agreement in 15days -from its notarized date- to the Trade Registry where themain office of the company resides. (Art. 215)


14/21


2- Commandit Company Agreement(TCC Art. 304 - Art. 328)

According to article 307/3 theArticles of Associationshould contain the below mentioned norms; Names and surnames of the partners and their residency and

nationality

That the company is collective The tradename and main office of the company The business subject of the enterprise The capital amount that each partner has declared (the capital

might be other than money, ex. Personal effort)

The capital amount that each commanditer has declared (thecommanditer can only declare the capital in money (not hisPersonal effort) why do you think?

Names and surnames of the people who are authorised torepresent the company


15/21


3- Joint Stock Company(TCC Art. 329 - Art. 573)

According to article 329-A joint stock company is a companywhich has a determined and shared capital (minimum 50,000.00 TL)and is established between real persons or legal entities (in theprevious TCC the required number of partners was 5, however inthe new TCC with its 338. article even 1 partner could establish it)whose responsibilities have been limited with their claimed capital

and the company is resposible only with its asset against thecompany demanders. They could be established for all kinds of economic purposes which

are not prohibited by laws. (Art. 331) The Joint Stock Agreement should be writtenly made and notarized.

(Art. 339)

The establishment of the joint stock company should be informedwith the submission of its joint stock company agreement in 30 days-from its notarized date / if there is a requirement ofpermission from the Ministry of Industry and Trade from thepermission date-to the Trade Registry where the main office ofthe company resides and the establishment should be announced

in Trade Registry Gazette. (Art. 354)


16/21


3- Joint Stock Company(TCC Art. 329 - Art. 573)

The companies which their establishmentdepends on the permission of the Ministry ofIndustry and Trade; Banking Special Finance Instutitions Insurance Finance Leasing Factoring Holding Exchange Office Public Warehouse


17/21


3- Joint Stock Company Agreement(TCC Art. 329 - Art. 573)

According to article 339 theArticles of Association should contain thebelow mentioned norms; The tradename and place of main office of the Company The business subject of the company The capital of the company and the value of each share and the payment of

those shares

To the name and bearer shares of deeds. If there the capital will consist shares other than money, their value and theamount of shares that will be equal to them.

Benefits which will be recognized to the builders and the members of board ofdirectors

The numbers of the members of board of directors and the identitiy of the onesthat are authorised to sign on behalf of the company.

The procedure of the meetings of general assembly, their right of vote. The determined time of the company, if exist. irket bir sre ile

snrlandrlmsa, bu sre. The procedure of the announcement of companys notifications. The type and amount of the claimed capital shares of the share holders. The account term of the company.


18/21


4- Limited Company(TCC Art. 573 - Art. 644)

According to article 573-A limited company is a company whichhas a determined and shared capital (minimum 10,000.00 TL) and isestablished between real persons or legal entities (in the previousTCC the required number of partners was 2, however the new TCCeven 1 partner could establish it, there is a maximum limitation of50 shareholders) whose responsibilities have been limited with their

claimed capital and the company is resposible only with its assetagainst the company demanders. They could be established for all kinds of economic purposes which

are not prohibited by laws. (Art. 573) The Joint Stock Agreement should be writtenly made and notarized.

(Art. 575)

The establishment of the joint stock company should be informedwith the submission of its joint stock company agreement in 30 days-from its notarized date- to the Trade Registry where the mainoffice of the company resides and the establishment should beannounced in Trade Registry Gazette. (Art. 587)


19/21


Limited Company Agreement(TCC Art. 573 - Art. 644)

According to article 576 the Join Stock CompanyAgreement should contain the below mentioned norms;

The tradename and the main office of the company

The business subject of the company

The capital of the company and the value of each shareand the payment of those shares

The names, surnames, titles, nationalities of themanagers

The procedure of the notifications which will beannounced by the company.


20/21


DOCUMENTS REQUIRED FORESTABLISHMENT

Decleration of Chamber of Commerce Oda kayt beyannamesi,

Letter of Undertaking Taahhtname,

Petition of Legal Entity (3 Copies) Hkmi ahs dilekesi

Articles of Association (5 Copies Notarized and Original) Ana Szleme

Photocpy of Articles Of Association (3 Copies) Ana Szleme Fotokopisi

Specimen Signature Certificate (2 Copies) Ana Szlemeye gre mza Unvan Beyannamesi

Debit Note for the investment of Consumer Competition Board account (%004 of theCapital)

Tketici Rekabet Kurulu hesabna yatrlan banka dekontu Lease Agreement or Title Deed (1 Copy)

yeri kira ise Kira Kontrat, Mlk ise Tapu Belgesi Fotokopisi For the establishment in Free Zone; Free Zone Permittance Note

Serbest Blgede kurulacak irketler iin "Serbest Blge zin Yazs"


21/21


LETs EXAMINE THE RELATEDDOCUMENTS NOW

establishment of corporation.ppt

Documents