BA 300 1(1) - ORGANISATION OF STOCK CORPORATION -Board of...

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Unformatted text preview: ORGANISATION OF STOCK CORPORATION -Board of Directors - General Assembly - Auditors COMPANIES WITH LIMITED LIABILITY A company with limited liability is a type of corporatrion formed by two or more real or legal persons, having a corporate firm name, a predetermined (fixed) capital and where the liability of the shareholders towards the creditors limited up to their commitment to capital. INCORPORATION OF THE COMPANY WITH LIMITED LIABILITY A company with limited liability can be incorporated for any legal purpose recognized by law except for insurance and banking business provided that such purpose has been explicitly stated in the articles of association. NUMBER OF SHAREHOLDERS According to art.504 of the Commercial Code, the number of shareholders cannot be less than two and more than fifty. If the number of shareholders is reduced to one or the required corporate bodies of the company cannot be formed, the court may, at the request of a partner or creditor of the company, dissolve the company if the legal position is not restored within reasonable time.The court can also take, at request on applicant, necessary provisory measures. ARTICLES OF ASSOCIATION The articles of association must be in written form and signed by the incorporators. The signatures must be authenticated by a public notary. INCORPORATION Articles of association Registration CAPITAL OF THE COMPANY WITH LIMITED LIABILITY The capital of the company cannot be less than 5.000.-TL DISSOLUTION Any reason set forth in the Articles of Association The vote of 75% of the shareholders hold at at least 75% interest in the company Bankruptcy A court order based on just ground, upon the request of a shareholder. Loss of 2/3 of the company's capital, unless the shareholders' resolve otherwise. PRINCIPLE DIFFERENCES BETWEEN A STOCK CORPORATION AND A LIMITED LIABILITY COMPANY Shareholders of a limited liability company have share interests, indivisible except for transferability purposes. Shareholders of a stock corporation have individual shares, that are represented by share certificates. The law includes transfer restrictions with respect to share interests in a limited liability company. Shares in a stock corporation are freely transferable unless expressly restricted in the artcles of association. Limited liability companies are managed by each of the shareholders, unless the shareholders have agreed to delegate such authority to one or more among them, or to a non-shareholder. Stock corporations are managed by a board of directors. Certain important decisions also require a resolution of the general assembly of the shareholders. The board and the general assembly comprise corporate governing bodies of the stock corporation. The limited liability company does not have such corporate bodies. In a limited liability company, a shareholder's bankruptcy or enforcement proceedings against a shareholder could affect the viability of the company. In a stock corporation, the corporation is independent of the shareholders' status and shares in a corporation are treayed as ordinary assets for purposes of enforcement proceedings and bankruptcy proceedings. Quorum and voting requirements are different in both corporate forms; the limited liability company being the one that generally has higher requirements. Limited liability companies can only have one type of share interest. Stock corporations can have different classes of shares to reflect different rights and obligations that may be enjoyed by the shareholders. ...
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