NEWSLETTER-2019-metin

195 CAPITAL MARKETS LAW Issuance of Shares in Registered Capital System* Att. Verda Toy Introduction Since the Capital Markets Law No. 6362 (“CML”) does not in- clude certain provisions of the former Capital Markets Law No. 2499 (“fCML”) regarding the issuance of shares of public joint stock com- panies with the registered capital system, the issue had been raised as to when the shares of these companies are deemed to be issued. Fur- thermore, even though secondary regulations entered into force after the CML came into force, certain provisions of the former foresee a structure that is parallel to the regulation of the fCML, which creates a contradiction regarding the issuance of shares of public joint stock companies with the registered capital system. This article explains the contradictions between the fCML and the CML, as well as the provisions of the secondary regulations in this area of law. Registered Capital System under Turkish Commercial Code As opposed to the former Turkish Commercial Code No. 6762 (“fTCC”), Articles 456 and 460 of the Turkish Commercial Code No. 6102 (“TCC”) set forth that the registered capital system may be ad- opted by joint stock companies that are not subjected to the CML, as well as public joint stock companies. Pursuant to the related Article 456, the board of directors’ resolution regarding capital increases shall be registered within three months of the date of the decision; other- wise, the resolution would be rendered invalid. Further, in parallel with Articles 395 and 412 of the fTCC, ac- cording to Article 486 of the TCC, the share certificates to be issued * Article of February 2019