Registered Capital System in a Turkish Joint Stock Company: Board Authority, Ceiling, Five-Year Period and Pre-emption Rights (TCC 460)
What is the registered capital system in a Turkish joint stock company (anonim şirket)? Under Article 460(1) of the Turkish Commercial Code (TCC, Law No. 6102), in a joint stock company that is not public, if the initial or amended articles of association give the board of directors the authority to increase the capital up to the registered capital ceiling set in the articles, the board may carry out the capital increase within the framework of the Code and within the limits of authority set in the articles; this authority may be granted for at most five years. TCC 456(2) states the result: in the basic capital system the general assembly decides on the increase under TCC 459, while in the registered capital system the board decides on it under TCC 460. Below: how a company adopts the system, the ceiling and the authorisation period and its renewal under the Ministry's Communiqué on the registered capital system in non-public companies, how the board's resolution is taken, announced and registered, restricting pre-emption rights, challenging the board's resolution, a comparison with an ordinary capital increase by the general assembly, leaving the system, and practical steps for a foreign-owned company.
1. What Is the Registered Capital System in a Turkish Joint Stock Company? (TCC 460(1) and 332)
The direct answer. Under TCC 460(1), in a joint stock company that is not public, if the initial or amended articles of association give the board of directors the authority to increase the capital up to the registered capital ceiling set in the articles, the board may carry out the capital increase within the framework of the Code and within the limits of authority set in the articles. The same paragraph provides that this authority may be granted for at most five years. TCC 456(2) states the division of roles: in the basic capital system the general assembly decides on the increase under TCC 459; in the registered capital system the board decides on it under TCC 460.
Three capital figures. TCC 332(1) describes the registered capital system as the system that shows the ceiling of the authority granted to the board for increasing the capital. Under TCC 332(2), in companies with registered capital, the initial capital (başlangıç sermayesi) is the capital that must be held at formation and when the company first enters the system, while the issued capital (çıkarılmış sermaye) represents the total of the nominal values of all issued shares. The Communiqué on the Principles of the Registered Capital System in Non-Public Companies (Official Gazette of 19 October 2012, the “Communiqué”) defines registered capital, in Article 4(1)(f), as the capital stated in the articles of association that shows the maximum capital ceiling the company can reach by issuing new shares by board resolution, without being subject to the Code's provisions on increasing capital in the basic capital system.
Which companies it covers. TCC 460(1) speaks of a joint stock company that is not public, and the Communiqué covers non-public joint stock companies that have adopted the registered capital system (Communiqué, Article 2). TCC 460(7) reserves the provisions of the Capital Markets Law on public joint stock companies; for those companies, Article 18 of the Capital Markets Law (Law No. 6362) governs the system, including a board authority that the general assembly may grant for at most five years. This article deals with non-public companies.
What changes for shareholders. Read together, TCC 456(2) and 460(1) move the decision on an increase within the ceiling and the authorisation period from the general assembly to the board. The shareholders keep their role at the earlier stage: they adopt the articles that set the ceiling, the period and the limits of the board's authority, and any authority to issue privileged or premium shares or to restrict pre-emption rights must be written into the articles (TCC 460(4)).
2. How Does a Company Adopt the System and Give the Board Its Authority?
The direct answer. The authority comes from the initial or amended articles of association (TCC 460(1)). Under Article 5(1) of the Communiqué, companies whose initial capital meets the figure stated there may adopt the registered capital system at formation, or switch to it later by amending their articles of association, provided that they obtain permission from the Ministry. Under Article 6(1), companies apply to the General Directorate of Domestic Trade for this permission; for companies whose formation and amendments to the articles require permission under TCC 333, it is given together with the formation or amendment permission.
Minimum initial capital. TCC 332(1) sets a minimum initial capital for non-public joint stock companies that have adopted the registered capital system, separate from the minimum basic capital, and provides that the President may increase these minimum amounts. A footnote to TCC 332 in the official text records that the amounts were increased by Presidential Decision No. 7887 of 24 November 2023. The Communiqué, published in 2012, states its own figure for the initial capital; check the minimum set under TCC 332 and the figure in force at the time.
Paid-up capital. In a company switching to the system, the whole issued capital must have been paid and the capital must not have become uncovered; a company adopting the system at formation must have paid its whole initial capital (Communiqué, Article 5(2)).
What the articles must state. Under Article 5(3) of the Communiqué, the articles of association of a company adopting or switching to the system must state at least:
- the initial capital;
- the period, of at most five years, of the authority given to the board to increase the capital up to the registered capital ceiling, together with the start and end dates of that period;
- the registered capital ceiling;
- how the board's capital increase resolution will be announced.
If the board is to be authorised to issue privileged shares or shares above nominal value, or to restrict pre-emption rights, the provisions on this must also appear in the articles (Communiqué, Article 5(4)).
Documents for a switch. Under Article 6(3) of the Communiqué, a company switching to the system attaches to its application, among other things, the articles in force as a single text, the draft registered capital clause, a report of a sworn financial adviser or certified public accountant that the capital has been fully paid and has not become uncovered, the balance sheets and income statements for the last three years and, for companies subject to independent audit, the audit report. In its assessment, the General Directorate takes into account matters such as the general aims and principles of the Code, the Communiqué, the requirements of the market, the purpose of the registered capital system, the rights and interests of the shareholders and the company's compliance with its legal obligations (Communiqué, Article 6(4)).
The general assembly. After the permission, the general assembly is called to a meeting and resolves on the amendments for switching to the system with the quorums in TCC 421(1) (Communiqué, Article 7(1)). Under TCC 421(1), unless the law or the articles provide otherwise, resolutions amending the articles are taken at a general assembly at which at least half of the capital is represented, by the majority of the votes present; if that meeting quorum is not reached at the first meeting, a second meeting may be held within one month at the latest, at which at least one third of the capital must be represented. The same paragraph provides that provisions of the articles that lower the quorums set in that paragraph or provide for a relative majority are invalid. The amendments approved by the general assembly are registered in the trade registry and announced (Communiqué, Article 7(3)).
3. How Long Does the Board's Authority Last, and How High Can the Ceiling Go?
The direct answer. Under TCC 460(1), the authority may be granted for at most five years, and the articles must state the period and its start and end dates (Communiqué, Article 5(3)(b)). After the authorisation period given to the board ends, a new authorisation period must be set for the board by amending the articles before the board can take a capital increase resolution (Communiqué, Article 5(6)). Companies that do not amend the articles concerning the authorisation period at the latest at the general assembly meeting in the year the period expires are deemed to have left the registered capital system (Communiqué, Article 5(6)).
Where the renewal rule sits. TCC 460 sets the five-year limit but does not itself regulate renewal; the renewal rule for non-public companies is in Article 5(6) of the Communiqué. The five-year limit in TCC 460(1) is stated for the authority itself, without a distinction between a first grant and a later one. A change in the composition of the board during the period set in the articles does not remove the authority given to the board (Communiqué, Article 5(6)).
Ministry permission for the renewal. Except for companies whose formation and amendments to the articles require Ministry permission, amendments to the articles raising the registered capital ceiling or extending the board's authorisation period are not subject to the Ministry's permission (Communiqué, Article 5(7)). Under TCC 333(1), the companies requiring permission are those whose fields of activity are determined and announced by a Ministry communiqué.
Privileged shareholders. If the amendments for switching to the system, extending the board's authorisation period or raising the ceiling are of a nature that breaches the rights of privileged shareholders, the resolution must be approved at a special meeting of those shareholders, and TCC 454 applies (Communiqué, Article 7(2)). TCC 454(1) covers the general assembly's resolution amending the articles or giving the board authority to increase the capital and the board's capital increase resolution itself: if they are of a nature that breaches the rights of privileged shareholders, they cannot be implemented unless approved by a resolution taken at such a special meeting.
The ceiling. Under Article 5(5) of the Communiqué:
- the registered capital ceiling cannot exceed five times the initial capital;
- the ceiling may be raised by amending the articles, whether or not the issued capital has reached the ceiling;
- in the periods after the system is adopted or the company switches to it, the ceiling may be set at no more than five times the issued capital at the time of the general assembly meeting at which the articles are amended.
Increases against the ceiling. If the capital increase is from internal sources, the registered capital ceiling may be exceeded; it cannot be exceeded by a capital increase from external sources (Communiqué, Article 9(4)). Once the ceiling is reached, no capital increase can be made by board resolution until a new ceiling is set (Communiqué, Article 9(5)). In a demerger, TCC 163(2) provides that the capital may be increased because of the demerger without changing the ceiling, even where the registered capital system has no room for it.
4. How Does the Board Take, Announce and Register a Capital Increase Resolution? (TCC 460(2), (3), (6) and 456)
The direct answer. Under TCC 460(2), the board states in its resolution the amount of the increase, the nominal values, number and types of the new shares to be issued, whether they carry a premium or a privilege, whether the pre-emption right is restricted, and the conditions and period for exercising it, and gives information on these matters and on other matters required under the principle of public disclosure. The board announces, as provided in the articles, and publishes on the website the forms of the capital provisions of the articles (with the Ministry's permission where required under TCC 333), its capital increase resolution, the restrictions on privileged shares and pre-emption rights, and the records on the premium and the rules for applying it (TCC 460(2)). After the increase has been carried out in line with these provisions, the board has the new form of the capital clause of the articles, showing the issued capital, registered (TCC 460(6)).
Before the resolution. Except for increases from internal sources, the capital cannot be increased as long as the cash prices of the shares have not been paid in full; unpaid amounts that are not significant in relation to the capital do not prevent the increase (TCC 456(1)). For companies permitted to adopt or switch to the system, no Ministry permission is sought for capital increases within the registered capital ceiling (Communiqué, Article 6(1)).
Subscription and payment. TCC 460(3) applies TCC 459 by analogy to the subscription of the new shares, the minimum cash amount to be paid, contributions in kind and other matters. Under TCC 459(2), a subscription is made within the framework of TCC 461 on acquiring new shares, unconditionally and in writing. TCC 459(3) in turn applies, by analogy, TCC 341 to cash capital commitments (Article 341 itself was repealed by Article 43 of Law No. 6335 of 26/6/2012), TCC 342 and 343 to contributions in kind, TCC 344 and 345 to the payment of share prices, TCC 346 to shares to be offered to the public and TCC 347 to shares to be issued. TCC 344(1) provides that at least 25% of the nominal value of shares subscribed in cash is paid before registration and that the whole issue premium is paid before registration. Under TCC 342(1), services, personal labour, commercial reputation and receivables that have not fallen due cannot be capital.
The board's declaration. Under TCC 457(1), the board signs a declaration according to the type of capital increase, prepared on the principle of giving information clearly, completely, accurately and honestly. For a cash contribution, the declaration states that the increased part has been fully subscribed and that the amount payable under the law or the articles has been paid (TCC 457(2)(a)).
Exercise of pre-emption rights. The board determines, by a resolution, the principles for exercising the right to acquire new shares and gives shareholders a period of at least fifteen days in that resolution; the resolution is registered, announced in the gazette referred to in TCC 35 and posted on the company's website (TCC 461(3)). The gazette referred to in TCC 35 is the Turkish Trade Registry Gazette (TCC 35(4)).
Registration and its deadline. The sequence under TCC 460, 461(3) and 456(3):
- The board takes the capital increase resolution with the contents in TCC 460(2).
- The board announces the matters listed in TCC 460(2) as the articles provide and publishes them on the website (TCC 460(2)); Article 9(1) of the Communiqué refers to publication on the website in companies subject to the obligation to set up a website.
- The board fixes the exercise period for pre-emption rights, of at least fifteen days, by a resolution that is registered, announced and posted on the website (TCC 461(3)).
- The new shares are subscribed and paid as TCC 459 provides, applied by analogy (TCC 460(3)).
- The board resolution and the new form of the capital clause showing the issued capital are registered and announced (TCC 460(6); Communiqué, Article 9(3)).
If the increase cannot be registered within three months from the date of the general assembly or board resolution, the resolution and any permit obtained become invalid, and TCC 345(2), the rule on the bank returning the payments to their owners, applies (TCC 456(3)). Under TCC 456(4), TCC 353 and 354 and TCC 355(1) apply by analogy to all types of capital increase. Under TCC 456(5), TCC 455 applies to the registration of the capital increase resolution, subject to the special provisions; TCC 455 provides that the amending resolution has no effect against third parties before registration.
Increase from internal sources. Under TCC 462(3), the increase becomes final on registration of the general assembly or board resolution and the amended form of the relevant articles; on registration, the existing shareholders acquire the bonus shares automatically in proportion to their existing shares, and the right to bonus shares cannot be removed or restricted, nor can this right be waived.
5. Can the Board Restrict or Exclude Pre-emption Rights? (TCC 460(4) and 461)
The direct answer. Yes, if the articles of association authorise it. Under TCC 460(4), for the board to issue privileged shares or shares above nominal value, and to restrict the shareholders' rights to acquire new shares, it must have been authorised by the articles of association. Article 9(6) of the Communiqué repeats this and adds restricting the rights of holders of privileged shares. The just-cause rule in TCC 461(2) applies to the board's resolution in the registered capital system, except for the condition on the quorum (TCC 461(2)).
The starting point. Every shareholder has the right to acquire newly issued shares in proportion to their existing shares in the capital (TCC 461(1)). The pre-emption right is transferable (TCC 461(4)), and the company cannot prevent shareholders to whom it has granted pre-emption rights from exercising them on the ground that the transfer of registered shares is restricted by the articles (TCC 461(5)).
What TCC 461(2) requires of the board. In a general assembly increase, the pre-emption right can be restricted or removed only where just causes exist and with the positive votes of at least 60% of the basic capital (TCC 461(2)). Public offering, the takeover of businesses, parts of businesses or participations, and employee participation in the company are, in particular, accepted as just causes (TCC 461(2)). By restricting or removing the pre-emption right, no one may be benefited or caused a loss in a way that cannot be justified (TCC 461(2)). Apart from the quorum condition, these rules also apply to the board's resolution in the registered capital system (TCC 461(2)).
The board's report. The board explains in a report the reasons for restricting or removing the pre-emption right, the reasons for issuing the new shares with or without a premium, and how the premium was calculated; this report is also registered and announced (TCC 461(2)). In addition, the board's declaration under TCC 457 contains documented and reasoned explanations of the reasons, amount and ratio, if pre-emption rights have been restricted or removed, and of to whom, why and at what price unused pre-emption rights were given (TCC 457(2)(a)).
Equal treatment. The board's authority to restrict pre-emption rights to new shares cannot be used in a way that leads to inequality among shareholders (Communiqué, Article 9(7)). If the authority is to be given, the provisions on it must appear in the articles (Communiqué, Article 5(4); TCC 460(4)).
Points to check before a board restricts pre-emption rights:
- Does the articles' registered capital clause authorise the board to restrict pre-emption rights (TCC 460(4))?
- Is there a just cause, and is the restriction free of unjustified benefit or loss to anyone (TCC 461(2))?
- Has the board prepared the report on the reasons and the premium, for registration and announcement (TCC 461(2))?
- Does the resolution state whether the pre-emption right is restricted, and the conditions and period for exercising it (TCC 460(2))?
6. How Can a Board Capital Increase Resolution Be Challenged? (TCC 460(5))
The direct answer. Under TCC 460(5), shareholders and members of the board of directors may file an action for annulment against board resolutions, where the grounds provided in TCC 445 exist, within one month from the date the resolution is announced. TCC 448 to 451 apply to this action by analogy (TCC 460(5)).
The grounds. TCC 445(1) refers to resolutions that are contrary to the law or the articles of association and in particular to the rule of good faith, and names the commercial court of first instance (asliye ticaret mahkemesi) at the company's seat. For the board's resolution, the period is the one in TCC 460(5): one month from the date the resolution is announced, not the three months from the resolution date that TCC 445(1) provides for general assembly resolutions.
Procedural rules applied by analogy. The provisions that TCC 460(5) applies by analogy are:
- the board duly announces that the action has been filed and the hearing date and posts this on the company's website (TCC 448(1)), and the court may, on the company's request, order the plaintiffs to provide security against possible losses (TCC 448(3));
- the court may, after taking the views of the board members, order a stay of execution of the resolution in dispute (TCC 449);
- a court decision annulling the resolution has effect for all shareholders once it becomes final (TCC 450);
- where the action is filed in bad faith, the plaintiffs are jointly and severally liable for the losses the company suffers for this reason (TCC 451).
Privileged shareholders. Separately from the annulment action, a board capital increase resolution that is of a nature that breaches the rights of privileged shareholders cannot be implemented unless approved at a special meeting of those shareholders (TCC 454(1)).
7. Registered Capital Increase or Ordinary Increase by the General Assembly? (TCC 456 ff.)
The direct answer. In the basic capital system, the general assembly decides on the increase under TCC 459; in the registered capital system, the board decides on it under TCC 460 (TCC 456(2)). Both systems share the common provisions in TCC 456 and 457, the rules on pre-emption rights in TCC 461 and the three-month registration deadline in TCC 456(3).
The ordinary route. An increase by the general assembly amends the articles of association. Under TCC 459(1), all shares representing the increased capital are subscribed either in the amended articles or in subscription statements. The general assembly resolution amending the articles is registered by the board in the trade registry of the place of the company's seat and branches, the matters subject to announcement are announced, and the registered and announced resolution is posted on the company's website (TCC 455). The quorums for that general assembly follow TCC 421(1) where the law or the articles do not provide otherwise: at least half of the capital represented and the majority of the votes present, with a second meeting, within one month at the latest, at which at least one third of the capital must be represented if the first meeting quorum is not reached; provisions of the articles that lower these quorums or provide for a relative majority are invalid.
The table sets the statutory rules side by side.
| Question | Increase by the board in the registered capital system | Ordinary increase by the general assembly |
|---|---|---|
| Who decides | The board of directors (TCC 456(2), 460(1)) | The general assembly (TCC 456(2), 459) |
| Source of the power | Authority in the initial or amended articles, within the ceiling and the limits of authority set there (TCC 460(1)) | The general assembly's resolution amending the articles |
| Time limit on the power | Authority granted for at most five years (TCC 460(1)); a new period must be set by amending the articles after it ends (Communiqué, Article 5(6)) | No authorisation period |
| Upper limit | An external-source increase cannot exceed the registered capital ceiling; an internal-source increase may (Communiqué, Article 9(4)) | No registered capital ceiling |
| Restricting pre-emption rights | Only with authority in the articles (TCC 460(4)); just-cause rule of TCC 461(2) applies, except the quorum condition | Only where just causes exist, with the positive votes of at least 60% of the basic capital (TCC 461(2)) |
| Announcement | The matters in TCC 460(2) announced as the articles provide and published on the website (TCC 460(2)) | Registered resolution announced and posted on the website (TCC 455) |
| Registration | New form of the capital clause showing the issued capital registered by the board (TCC 460(6)) | Resolution amending the articles registered by the board (TCC 455) |
| Registration deadline | Three months from the board resolution (TCC 456(3)) | Three months from the general assembly resolution (TCC 456(3)) |
| Annulment action | Shareholders and board members, within one month from the announcement of the resolution (TCC 460(5)) | Persons listed in TCC 446, within three months from the resolution date (TCC 445(1)) |
Who may sue in the ordinary route. Under TCC 446(1), the persons who may file an action for annulment against a general assembly resolution include shareholders present at the meeting who voted against the resolution and had their dissent recorded in the minutes, shareholders who allege the call, agenda, attendance or voting irregularities listed in TCC 446(1)(b) and that they affected the adoption of the resolution, the board of directors and, where implementing the resolutions would give rise to their personal liability, each board member.
8. Leaving the System, the Statutory Minimum and the 31 December 2026 Deadline
Leaving voluntarily. Under TCC 332(3), non-public joint stock companies may leave the registered capital system with the Ministry's permission if they no longer meet the necessary conditions. Under Article 8(1) of the Communiqué, a company wishing to leave the system before the period set in its articles ends applies to the General Directorate with a draft amendment prepared by the board, and may leave the system upon the Ministry's permission and a general assembly resolution taken with the quorums in TCC 421(1); the amendment is registered and announced.
Removal by the Ministry. Under TCC 332(3), companies that lose the qualifications required for admission to the system are removed from it by the Ministry even without a request. Article 8(3) of the Communiqué adds that companies leaving or removed from the system are not readmitted before at least two years have passed from the exit date, unless the Ministry, on the company's application, permits earlier readmission subject to a change in the company's management or proof that the reasons for leaving or removal have ceased.
After exit. In companies deemed to have left the system, the Code's provisions on increasing the basic capital apply to later capital increases (Communiqué, Article 5(8)), and the registered capital provisions are removed from the articles during the amendment made for such an increase (Communiqué, Article 8(2)).
The 2026 deadline. Provisional Article 15 of the TCC, added by Law No. 7511 of 23 May 2024, provides that joint stock and limited companies whose capital is below the minimum amount raise their capital to the amounts provided in TCC 332 and 580 by 31 December 2026, failing which they are deemed dissolved (provisional Article 15(1)). For non-public joint stock companies in the registered capital system whose issued capital is at or above the threshold stated in that paragraph, the same paragraph provides that if they do not raise their initial and issued capital to the amount it sets by that date, they are deemed to have left the system. At general assembly meetings held to raise the capital to the amounts in TCC 332 and 580, no meeting quorum is sought, resolutions are taken by the majority of the votes present, and privileges cannot be used against these resolutions (provisional Article 15(2)). The Ministry of Trade may extend the period in the first paragraph by one year at a time, at most twice (provisional Article 15(3)); check whether it has been extended and the figures in force.
9. Practical Steps for a Foreign-Owned Joint Stock Company
A foreign shareholder of a Turkish joint stock company can work through the statutory points in this order:
- Check the system. Read the registered capital clause of the articles: the initial capital, the ceiling, the authorisation period with its start and end dates and how the board's resolution is announced (Communiqué, Article 5(3)).
- Diarise the end of the period. Put the amendment setting a new authorisation period on the agenda of the general assembly meeting in the year the period expires at the latest (Communiqué, Article 5(6)).
- Check the room under the ceiling. An increase from external sources cannot exceed the ceiling, and once the ceiling is reached a new ceiling must be set first (Communiqué, Article 9(4) and (5)).
- Check the minimum capital. Compare the initial and issued capital with the minimum set under TCC 332 and the figure in force, and with provisional Article 15 of the TCC before 31 December 2026, subject to any extension under provisional Article 15(3).
- Confirm earlier payments. Except for increases from internal sources, the capital cannot be increased while cash share prices remain unpaid; unpaid amounts that are not significant in relation to the capital do not prevent the increase (TCC 456(1)).
- Draft the board resolution. Cover every item in TCC 460(2) and, where pre-emption rights are restricted, confirm the authority in the articles (TCC 460(4)) and prepare the report under TCC 461(2).
- Plan the subscription window. Shareholders abroad who intend to subscribe need the exercise period, of at least fifteen days, fixed in the board resolution under TCC 461(3).
- Register in time. Have the new form of the capital clause registered within three months from the board resolution (TCC 456(3), 460(6)), and keep the declaration under TCC 457 with the registry file.
For a minority shareholder. The one-month period in TCC 460(5) runs from the announcement of the board's resolution, so a shareholder who wants to keep the option of an annulment action needs to follow the company's announcements and website.
Lexin Legal advises shareholders and boards of Turkish joint stock companies on adopting the registered capital system, renewing the board's authority, drafting capital increase resolutions and registering them.
Frequently asked questions
What is the registered capital system in a Turkish joint stock company?
In a non-public joint stock company, the initial or amended articles of association may give the board of directors the authority to increase the capital up to the registered capital ceiling set in the articles; the board then carries out the increase within the framework of the Code and within the limits of authority set in the articles (TCC 460(1)).
How long can the board's authority to increase capital last?
The authority may be granted for at most five years (TCC 460(1)). The articles state the period with its start and end dates (Communiqué, Article 5(3)(b)), and after it ends a new authorisation period must be set by amending the articles before the board can resolve on an increase (Communiqué, Article 5(6)).
What happens if the authorisation period is not renewed?
Companies that do not amend the articles concerning the authorisation period at the latest at the general assembly meeting in the year the period expires are deemed to have left the registered capital system (Communiqué, Article 5(6)). Later capital increases then follow the Code's provisions on increasing the basic capital (Communiqué, Article 5(8)).
How high can the registered capital ceiling be?
The ceiling cannot exceed five times the initial capital; in later periods it may be set at no more than five times the issued capital at the time of the general assembly meeting amending the articles (Communiqué, Article 5(5)). An increase from external sources cannot exceed the ceiling, while an increase from internal sources may (Communiqué, Article 9(4)).
Can the board exclude existing shareholders' pre-emption rights?
Only if the articles of association authorise it (TCC 460(4)). The just-cause rule in TCC 461(2) applies to the board's resolution, except for the quorum condition, and the board explains the reasons and the premium in a report that is registered and announced (TCC 461(2)).
How long do shareholders have to challenge a board capital increase resolution?
Shareholders and board members may file an action for annulment, where the grounds in TCC 445 exist, within one month from the date the resolution is announced; TCC 448 to 451 apply to this action by analogy (TCC 460(5)).
Does a capital increase within the ceiling need Ministry permission?
For companies permitted to adopt or switch to the registered capital system, no Ministry permission is sought for capital increases within the registered capital ceiling (Communiqué, Article 6(1)). Adopting or switching to the system itself requires permission (Communiqué, Article 5(1)).
