Legal responsibility arising from the establisment of joint-stock company

A joint stock company can be defined as a partnership established by one or more persons with a written agreement to operate activities in one or more subjects for economic purposes, whose capital is definite and divided into shares, which is liable for its debts with its assets, the liability of its partners is limited to the amount of capital they have committed and is only against the company. A joint stock company is established as a result of the founders' declaration of their intention to establish a joint stock company through the articles of association prepared in accordance with the law. The incorporation phase starts with the signing of the articles of association and ends with the registration of the company in the trade registry. This phase is regulated between Articles 335-355 of the Turkish Commercial Code. The most important function of joint stock companies is to bring together small capitals to make large investments and establish enterprises. For this reason, joint stock companies play an important role in the national economy and the modern economic order. Large commercial enterprises organize as joint stock companies and these institutions are behind major investments. However, certain frauds and corruption in the establishment of the company eviscerate this function of the joint stock company and such misuse causes the trust in the partnership to be damaged. These corruptions and violations of the law cause losses to the company, shareholders and company creditors. The aforementioned persons must file a liability case for compensation of the damage. In the liability case, the judge is obliged to examine the existence of the conditions of liability and to determine the amount of liability by taking into account all the requirements of the situation. Since the liability arising from the establishment is important in terms of determining the liability of the founders and other responsible parties and compensating the company, shareholders, and company creditors for any damages, if any, the legislator has regulated this issue in detail. Starting from the establishment phase of the joint stock company, the transactions related to the establishment, the cases of liability and the liability case constitute the subject and scope of the thesis. The purpose of our study is to examine the cases of liability arising from the establishment, to determine the liable parties, to examine the innovations and amendments regarding the liability provisions in the TCC and to compare them with the abrogated law, to identify the legal problems encountered or that may be encountered and to propose solutions to these problems.