Liabilities arising from the establishment in joint stock companies

Incorporation procedures of joint-stock companies and transactions carried out during the incorporation, according to the article 355/2 of the Turkish Commercial Code no. 6102, persons who engaged in transactions and commitments on behalf of the company shall be personally and severally liable of these transactions and commitments, until the company is registered. However, if the practice of separation of pre-incorporation and joint-stock companies is performed and if it is clearly stated that the transactions and commitments realized during the pre-incorporated company period have been made in the name of the company to be established in the future and if these transactions and commitments are accepted by the company within 3 months from the registration of the company, then only the company will be responsible. In the first part of the study, the incorporation process of the joint-stock company was discussed. In the second part, those responsible for the incorporation process were studied. In the third part, legal and criminal liabilities arising from the transactions carried out during the incorporation were discussed. In the final part of the study, the right to sue and the results of the cases that could be opened were examined.