315 TAX LAW Capital Commitment Payable in Terms of the TCC and Sanctions for Non-fulfillment In a joint stock company, the company’s capital is the sum of the assets that the shareholders undertake to bring to the company and their expression in cash.1 Assets that can be brought to commercial companies as capital are specified in Article 127 of the TCC. Pursuant to this article, it is possible to use all kinds of transferable and monetary, especially money and receivables, as capital. On the other hand, in Article 128 of the TCC, it is stipulated that each shareholder is indebted to the company due to the capital he has committed to invest in the company through the Articles of Association. As mentioned above, pursuant to Article 344 of the TCC, at least twenty-five percent of the nominal value of the shares committed in cash is paid before the registration of a company, and the rest is paid within twenty-four months following the registration of the company. Pursuant to this provision, both during the establishment of joint stock companies and in case of capital increase, the shareholders of the company must pay at least twenty-five percent of the nominal value of the shares they have committed before registration. The sanctions to be applied to the partners who do not fulfill their capital commitment debt are also regulated in detail in the TCC. In summary, these sanctions are: (i) payment of default interest, (ii) dismissal and expulsion of the shareholder from the company, (iii) contract penalties, (iv) payment of compensation by the shareholder for the loss suffered by the company, and (v) filing a lawsuit against the shareholder. Failure to Fulfill Capital Commitment Payable in Terms of Article 13 of the CTL Pursuant to Article 13 of the CTL entitled “Disguised profit distribution through transfer pricing” if institutions buy or sell goods or services at the price determined contrary to the arm’s length principle, the profit is implicitly deemed to have been distributed in whole or in part through transfer pricing. 1 Erdoğan, Moroğlu: Anonim Ortaklıklarda Sermaye Artırımı, 4. Baskı, İstanbul, On İki Levha Yayınları, January 2018, p.1.
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