Duties and responsibilities of the board of directors in cases of capital loss in joint-stock companies that does not cause over-indebtedness (TTK 376/1, TTK 376/2)

In joint- stock companies, liability to creditors is limited to the committed and unpaid capital. For this reason, the only guarantee of creditors is the company's capital. Therefore, it is important to capital and protect the capital in capital companies and joint-stock companies based on our subject. The Turkish Commercial Code No. 6102 also includes important regulations regarding the protection of the capital. In case of capital loss, there is a decrease in the assets that constitute the equivalent of the capital included in the articles of association as a fixed figure. For this reason, loss of capital in joint stock companies is an undesirable situation. In terms of joint stock companies, the duties of the board of directors in case of capital loss and capital loss are regulated in the 1st and 2nd paragraph of the 376th article of the Turkish Commercial Code No. 6102. In our study, paragraph 376/3 of the Turkish Commercial Code No. 6102 regulating the state of over-ındebtedness was not included, but only the capital loss situations that do not result in over-ındebtedness and the duties and responsibilities of the board of directors in these situations. In this context, firstly, the concept of capital loss and the determination of this loss was emphasized, then the loss of half and two thirds of the capital, the duties of the board of directors, the decisions that can be taken by the general assembly and their results were discussed. Finally, the results of the board of directors violation of its obligations were examined.