NEWSLETTER-2019-metin

197 CAPITAL MARKETS LAW Since the fCML did not require the companies to amend their articles of association in accordance with the increased capital and register the amended version of the articles of association, it is ac- cepted by the legal scholars that the capital increase occurs partially as the shares are sold in accordance with the ratio of the sold shares 2 . In addition, considering that Article 18 of the CML aims to com- ply with the TCC provisions 3 , requires revising the articles of asso- ciation in accordance with the increased capital, it does not exclude the relevant TCC provisions stating that the shares are issued upon registration and does not include a provision similar to Article 7 of the fCML, it has been argued that the shares to be issued by public joint stock companies are also issued upon registration 4 . With respect to this view, different from Article 7 of the fCML, and provisions of Article 456 of the TCC, stating that the provisions applicable to public joint stock companies are reserved, and Article 18 of the CML, which regu- lates that the TCC provisions regarding the principle capital system are not applicable to the companies with registered capital systems, are related to the method of the issuance of new shares, and do not provide an exception to the provisions of the TCC regarding the mo- ment of issuance of the shares 5 . On the other hand, in parallel with the related article of the fCML, Article 3 of the CML defines issued capital as the capital of joint stock companies with a registered capital system that represents the sold shares, and referred to the sale stage of the shares, rather than to their registration, with respect to the moment of issuance. Secondary Regulations In parallel withArticle 12 of the CML, Article 31 of Communiqué on Shares No. VII-128.1 6 (“Communiqué on Shares”) declares that 2 Manavgat , p. 10. 3 Türkiye Büyük Millet Meclisi Sermaye Piyasası Kanunu Tasarısı ile Plan ve Büt- çe Komisyonu Raporu (1/638) (www.tbmm.gov.tr) . 4 Moroğlu , Erdoğan : Anonim Ortaklıklarda Sermaye Artırımı, 3rd ed., Istanbul 2015, p. 365; Kırca , İsmail / Şehirali Çelik, Feyzan Haya l/ Manavgat, Çağlar : Anonim Şirketler Hukuku, V. 1, Ankara 2013, p. 321; Manavgat , p. 11 ff. 5 Manavgat , p. 11. 6 OG, No. 28685, 22.06.2013.