314 NEWSLETTER 2021 Tax Consequences of Failure to Fulfill Capital Commitment Payable* Özge Kısacık Trading companies are established with the capital that the founding shareholders have committed to put into the company; this capital is essential for the establishment of trading companies. It is the most important financial duty of the shareholders to provide the capital they have committed to bring to the company in full and on time. In this context, the legislature has strictly regulated this capital commitment, since companies cannot be established without capital and the continuation of a company’s activities is not possible without sufficient capital. In accordance with Article 332 of Turkish Commercial Code No. 6102 (“TCC”), joint stock companies are established with a minimum of fifty thousand TRY. Pursuant to Article 344 of the TCC, in joint stock companies, at least 25 percent of the shares committed in cash must be paid before the registration and the remaining part must be paid within 24 months following the registration of the company. In situations where the capital commitment is not paid within the period specified in the relevant article of the law, some sanctions are laid out in the TCC. In addition to these sanctions, criticisms are also on the agenda in regard to Article 13 of Corporate Tax Law No. 5520 (“CTL”) by the Ministry of Treasury and Finance. This article will examine the tax consequences of failure to fullfil a capital commitment payable, under both the TCC and the CTL, with a focus on joint stock companies. * Article of August, 2021
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