NEWSLETTER-2020-metin

53 COMMERCIAL LAW tion of dividends shall be within the scope of the exception (Article 5/1-b of the Communiqué). When the wording of the Article, where it states that the capital contribution obligation should be “in accordance with the provisions of the TCC” , is taken into consideration, it can be said that the capital contribution obligations towards foreign companies do not fall within this scope. This is because only the capital contribution obligations towards Turkish companies are subject to the provisions of the TCC. In order to benefit from this exception, among others, documents evidencing the capital contribution obligations to another company of those who are entitled to receive more than half of the dividends shall be included in the application file to be submitted to the General Directorate (Article 6/1-b of the Communiqué). Companies that Decide on Distribution of Dividends to be Used by the Shareholders in the Fulfilment of their Obligations within the Scope of Loan or Project Finance Agreements The last exception within the scope of the Communiqué is pro- vided to the companies that decide on the distribution of dividends, provided that the distributed dividends shall be used in cash by the shareholders in the fulfilment of their obligations, which become due and payable by 30 September 2020, within the scope of executed loan or project finance agreements (Article 5/1-c of the Communiqué). In such companies, payments related to the amounts that exceed the shareholders’ fulfilment obligations shall be postponed until 30 Sep- tember 2020 (Article 5/2 of the Communiqué). This provision regard- ing postponement does not cover the other exceptions regulated under the Communiqué; it only concerns the exception within the scope of loan and project finance agreements. Companies covered by the exception must submit the documents evidencing the shareholders’ performance obligations within the scope of the relevant loan and project finance agreements to the General Directorate, in order to obtain the affirmative opinion of the Ministry. (Article 6/1-c of the Communiqué).