NEWSLETTER-2020-metin

59 COMMERCIAL LAW False Statements about the Capital and Knowledge of the Incapacity to Pay (Article 550 of the TCC) Pursuant to Article 550, those showing capital as if committed, while not fully committed, are deemed to undertake those shares and are liable for the payment of the loss incurred, with interest, in addi- tion to the values of the shares. The principle of liability without fault is adopted for company executives. Therefore, company executives may be excluded from liability if they prove that they are not at fault with regard to the violation of the Article. According to the second paragraph of the Article, the person who knows that the person who makes a capital commitment during the establishment or capital increase does not have the ability to pay, and still approves the commitment, is responsible for the damages arising from non-payment of the debt, on the basis of their fault. Corruption in Valuation (Article 551 of the TCC) This Article is applied in establishment and capital increases. Reasons of responsibility include high pricing in valuation, misrepre- senting the quality and the condition of the business and the capital in kind, or to make corruption in another way. Since there is no special legal regulation, it is accepted that the responsibility is based on the principle of faulty responsibility. The Responsibility of the Founders, Members of the Board, Managers and Liquidators (Article 553 of the TCC) Pursuant to Article 553 of the TCC, managers are liable for the company, partners and company creditors in case of faulty violation of their obligations arising from the law and the articles of association, or other provisions determining working conditions. Here, the defect presumption stated in Turkish Commercial Code No. 6762 is removed. Thus, the burden of proof reverses the burden of proof of the manag- er s’ fault that is borne by the person who claims the responsibility. In the new regulation, in the case of transfer of duty or delega- tion of authority arising from the law or articles of association, the assignor is not responsible for the actions and decisions of the assignee