Joint stock companies may want to increase their capital due to various reasons such as insufficient capital determined during the establishment of the company according to the business capacity of the company, and the desire of the company to expand its business volume. This increase is only possible with a change in the articles of association. It is not possible to increase the capital until the cash amounts of the shares are fully paid, except for the increase from the internal sources. The fact that the amounts which are not considered to be significant compared to the capital are not paid does not prevent the capital increase.
The general assembly in the main capital system; In the registered capital system, the board of directors decides. If the relevant provisions of the Articles of Association have been approved by the General Assembly by amendment, the approval of the Ministry of Customs and Trade is obligatory.
According to the type of capital increase by the Board of Directors; in the light of the principle of giving information in an open, complete, accurate and honest manner, a statement is prepared and signed. The Board of Directors shall register the amendment of the articles of association to the trade registry at the latest within three months following the close of the accounting period and shall submit the declaration of the board of directors regarding the capital increase.
Capital increase in joint stock companies is classified under three main headings based on TCC systematic:
1. INCREASE THROUGH COMMERCIAL COMMITMENT
In both the capital and registered capital system, the amount of capital to be increased can be committed with the amendments to the articles of association regarding the capital increase.
Capital Increase According to the Main Capital System: Capital increase in the main capital system: i.Increasing new assets to the partnership from abroad by shareholders or non-shareholders, and increasing the same rate of partnership assets by external sources; iii. In case the non-public partnerships offer their shares representing the increased capital partially / completely to the public or the publicly held companies make a public / partial increase in the public / non-public way; iv. The increase of the capital can be realized by the shareholders or third parties at the latest during the decision of the increase and the payment of the part which must be paid in cash. can be done by increasing the nominal value of existing shares or shares.
Capital Increase According to the Registered Capital System: The capital increase in the registered capital system can be made in two ways as external and internal sources. The capital that is to be increased is the issued capital. The features that differentiate the registered capital system from the main capital system are that the authority to decide on the increase is given to the board of directors with the limit of the registered capital in the articles of association and the right to increase the capital can only be used with the condition provided in the articles of association. After the capital increase, the new version of the capital article of the articles of association showing the issued capital is registered by the board of directors.
CAPITAL INCREASE FROM INTERNAL RESOURCES
Increase of capital from internal sources; reserves, which are reserved by the articles of association or by the general assembly resolution and which are not specific for a specific purpose, are freely available parts of the legal reserves and can be realized by converting the funds to which the legislation allows to be added to the balance sheet and to be added to capital. Despite the increase in the capital base, there is no change in the assets of the company. In the capital increase to be made, the fact that the increased portion of the capital actually exists in the internal resources of the company shall be confirmed clearly and in writing by the auditor’s report on the approved annual balance sheet and the capital increase. The current shareholders shall automatically acquire the bonus shares according to the ratio of the current shares to the capital.
CONDITIONAL CAPITAL INCREASE
Due to the newly issued bonds or similar borrowing instruments, the General Assembly may decide to increase the capital on a conditional basis by granting creditors or employees from the company or group companies the right to acquire new shares using the right to change or purchase in the articles of association. In the case of conditional capital increase, the payment shall be at least equal to the nominal value and the total nominal value of the conditionally increased capital shall not exceed half of the capital.
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