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ARTICLE · 29 SEPTEMBER 2021

Statutory And Practical Steps For Joint-Stock Companies While Decreasing Share Capital

ELIG Gürkaynak Attorneys-at-Law
ELIG Gürkaynak Attorneys-at-Law
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ELIG Gürkaynak Attorneys-at-Law

ELIG Gürkaynak Attorneys-at-Law

ELIG Gürkaynak Attorneys-at-Law is an eminent, independent Turkish law firm based in Istanbul. The...

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In order to recover a joint-stock company's loss indicated in such company's balance sheet or to return some of the capital of the joint-stock company to its shareholders through new shares, companies may opt to decrease their share capital.

TurkeyCorporate/Commercial Law
Gönenç Gürkaynak
Gönenç Gürkaynak
Nazlı Nil Yukaruç
Nazlı Nil Yukaruç
Işıl Ertekin Çokça
Işıl Ertekin Çokça
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I. General Information

In order to recover a joint-stock company's loss indicated in such company's balance sheet or to return some of the capital of the joint-stock company to its shareholders through new shares, companies may opt to decrease their share capital. Turkish Commercial Code No. 6102 ("TCC") regulates capital decrease and sets forth the requirements that need to be fulfilled in order to complete the share capital decrease process. Under Turkish laws, capital decrease consists of several statutory steps. In this article, we will explain these steps of capital decrease process and share some practical input as to the process.

According to Article 5 of the Communiqué on the Procedures and Principles Relating to Implementation of Article 376 of TCC published in the Official Gazette dated 15 September 2018 and numbered 30536 ("Communiqué"), board of directors is obliged to call the general assembly for a meeting immediately in case that (i) half of the

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