Dissolution Reasons of Joint-Stock Company
A joint stock company is a company whose capital fixed and divided into shares. (TCC a.329). Joint stock companies may be incorporated for all kinds of economics purposes and scopes but may not be for unlawful purposes. (TCC a.331).The dissolution of joint stock company is the result of the some process Just as joint stock company exists. The companies dissolution constitutes the first phase of the company's disapperance. Joint-stock companies ending may through two way; withdrawal and dissolution. Dissolution means self-disapperance. But this word's means in joint stock company is that it is the end of the company's activities without any decision or notice.
In order to the dissolution to become a subject, one of the reasons foreseen in original contract and codes must be comes true. Because of that quality, there is no need to decision of any authority for dissolution. in other words, disapperance through dissolution refers that the end of the company with a cause that is unvoluntary. the company that is dissolved or decides to withdrawal is pass to the phase of the liquidation and the dissolution is not affect the companies legal entity for this reason. Although the legal entity is not affected, the legal capacity of the legal entity is limited to the purpose of liquidation.
When the liquidation phase is reached as a result of the dissolution, the liquidation clause is added to the trade title. it seems that this situation is aimed at protecting the environment of commercial viability. After the liquidation phase, the company's assets completely cease to exist.
The fact that disapperance has not been realized through the decision of the joint stock company can cause disagreements in terms of determination of dissolution. in order to resolve dispute, the detection case can be opened to determine whether or not the causes of dissolution have occurred.
The reasons for the dissolution of TCC a.529 are generally as follows:
- Joint-stock companies shall be dissolved at the end of term stipulated under the articles of association unless company has implicity become a company for undetermined term by continuing its activities despite the fact that term of company expired.
- The realization of the company or the fact that it's realization becomes impossible
- Any condition for dissolution as set out in the articles of association and/or codes is realized
- Partnership's withdrawal
- 2/3 of the capital lost but not taken the necessary measures
1) One of the important amendments made by the Turkish Commercial Code numbered 6102 is the determine of the termination of end of time limit, which is the reason for the dissolution of companies. there was no provision related to this issue in the Turkish Commercial Code numbered 6762 and Because of that the resolution of dispute was realized with the Supreme Court decisions. However, TCC No. 6102 was brought in line with the practice of the supreme court, preventing any confusion that could arise in practice.
2) The phrase ‘‘purpose of company’’ under the TCC(numbered 6762) is replaced by ‘’scope of operation’’ under TCC numbered 6102. In a decision of the Supreme Court regarding the impossibility of the scope of operation, it has been considered as the reason of scope of operation becomes imposibble through the transfer of the center of the partnership and all the commodities and fixtures of the business.
3) if there is specified of dissolution reason in article of association, with realizing related reason, the company will dissolve.For Example:’’ According to balance- sheet, 'If the company has been lost money for more than 4 years , company shall dissolve’’ such form of provision may foreseen in article of association.
4) The bankruptcy of the joint stock company is independent of whether it is in liquidation or not. Code no. 6102, art. 529 / I. According to C, the joint stock company comes to an end with the bankruptcy decision of the commercial court of the place where the head office is located.
Establishment of companies and acquiring legal personality is the result of a process. The termination of the joint-stock companies and the subsequent completion of the company are also realized at the end of a certain period. dissolution and withdrawal because of their quality means reverse of establishment But there is need to explain something of dissolution.Dissolution may not evaluate such as operation, cause company expires through involuntary at this way.
Anonim Şirketin İnfisah Sebepleri
Dissolution Reasons of Joint-Stock Company
Av. M. Burak KÜÇÜKİSLAMOĞLU