Profit and profit distribution in incorporated companies

In this paper; the meaning, importance, functions and distribution of the profit in incorporated companies, responsibility of unfair profit distribution, beneficiaries of the profit and ways of having benefit from profit was tried to explain according to legal legislations in the extend of public or non-public incorporated companies.The subject and content of this paper related with many sub subjects (excess reserves, general meeting, board of directors, balance sheet etc.) because of this reason this subject is one of the largest subject of law of incorporated companies.The most important aim of the savers in incorporated companies is to get profit inconsideration of their capital which is put into the incorporated company. Not just partners of the incorporated companies also members of the board of directors, owners of the redeemed shares, founders of the companies and incorporated company want to get as much profit as they can. So when the aim of these people is to get profit, it is unavoidable to have conflict of interests between each other for their benefits.The right of the dividend is accepted as a vested right and tried to protect by this way in the Turkish Commercial Code. However again in the Turkish Commercial Code some regulations have been done in opposite of this approach and undermined vested right character of partners? dividend. Therefore there is a discussion on the vested right character of partners? dividend in Turkish Law. However there are some deficiencies in public incorporated companies the real regulations which support and protect the vested right character of the partners? dividend in Securities Exchange Act.When the incorporated company gets profit before distribution of the dividends some money should separate from this amount. The queue of this process forms the formation in profit. This formation is counter to dividends in non-public incorporations. Securities Exchange Act changed this situation in favor of dividends in public incorporations with its regulations. Separation of the dividends was accepted enough for non-public incorporations on the other hand for public incorporations principally the minimal percentage of dividends which is determined by Capital Markets Board must be paid.If there is no opposite clause in the Articles of Association, a partner can have benefit from dividends proportionally with his payments for capital commitments and his shareIn case of the unfair profit distribution, there will be the responsibility of members of the board of directors and auditors with the persons who taken profit.Key Words:1. Incorporated Company2. Profit3. Dividend4. Vested Rights5. Profit Distribution