Software as a service (SAAS) contracts are different than regular ordinary service agreements or license agreements. To put it simply, software license agreements allow the buyers to copy the software on their devices whereas SAAS contracts allow the users to access the software via a web browser and benefit from it as a service during […]
Joint Stock Companies Under Turkish Commercial Law
Joint stock companies (“JSC”) incorporated in Turkey are called “anonim şirket”/ “A.Ş.” and they are regulated by the Turkish Commercial Law. JSCs are companies with a liability limited to their assets. Incorporation A JSC can be incorporated with one or more shareholders, that can be either real persons or legal entities. Shareholders of a JSC are only liable […]
Voting Agreements
Joint stock companies have two governing bodies, namely the general assembly and the board of directors. While the general management of the company is under the responsibility of the board of directors; the general assembly on the has certain exclusive duties, which cannot be delegated to the board or another corporate body. Amendment of the […]
Letter of Intent
Once start-ups seek investment, the first document they are confronted with is a letter of intent (“LoI”). [1] If negotiations go as planned, a share purchase agreement or share subscription agreement and a shareholder agreement are signed. The scope of this article will be limited to the Letter of Intent. Letter of intent can be […]
Distribution of Advance Dividend In Joint Stock and Limited Companies
The main purpose of commercial companies is to generate profit and distribute such profit, named as dividend, to the shareholders on certain dates. According to Article 509-(2) of the Turkish Commercial Code (“TCC”), dividends may be distributed only out of the net profit for the period and voluntary reserves. However, the Communiqué on the Distribution […]
Loss of Share Capital in Joint Stock Companies
The notion known as the “technical bankruptcy” which was regulated by Article 324 of the former Turkish Commercial Code No. 6762 (“Former Code“) is regulated within Article 376 of the new Turkish Commercial Code No.6102 (“New Code“). Pursuant to Article 324 of the Former Code, the board of directors had the duty to notify the […]
