Legal consequences of non-payment of capital share in joint stock companies

Accomplishment of the aims of joint stock companies having a separate legal personality other than their shareholders and having their own capital mainly depends on the payment of capital shares according to legal regulations and their founding charter completely and without defect. Non-payment of capital share claims is not only an event that may seriously threaten legal personality of joint stock companies, but also it may bring loss of capital of shareholders and may consequently bring risk on non achievement of receivables of the third parties.In this study, it has been aimed to display sanctions to be applied to non fulfillment of joint stock companies? capital according to legal regulations and their founding charter, to point out approaches in doctrine and in practice. Some suggestions related to the problems on protection of capital protection have also been presented. Shareholders, founders and organs of joint stock companies, creditors, functions, duties and competencies of judicial and administrative authorities and similar individuals and institutions are the main subjects that have been deeply examined in this study. Moreover, the provisions of the Draft Law on Turkish Trade Code which aims to meet necessities of transformation related to the developments on joint stock companies law and its modernization, the opinions expressed during meetings of the Commissions of the Turkish Grand National Assembly, publications made after the revelation of the Draft Law to the public and critics made during evaluation meetings have been taken account and evaluated.The thesis is composed of four chapters. In the first chapter, liability to put capital, parties, basic principles of capital payment to be made under the provisions of law and founding charter of companies have been examined. In the second chapter, obligations of share holders in putting capital, default in fulfillment of agio, and impossibility on fulfillment of non cash commitment and prescription on capital dept have been presented and evaluated. In the third chapter, legal remedies that are available for non fulfillment of capital dept and the possibilities that may be applied before or after registration of joint stock company has been evaluated. In the fourth chapter, responsibilities of founders and administrative and supervisory board and third parties and termination of responsibilities have been deeply analyzed. At the end of this study, suggestions to the problems faced on joint stock companies have been submitted.