The capital loss and overindebtedness in joint stock companies according to the Turkish Commercial Code

The shareholders have limited liability in joint stock companies which have a great significance in the economic life. The creditors of the company do not have the opportunity to make claims on personal assets of the shareholders. There are various regulations in the Turkish Commercial Code regarding maintenance of the assets and capital of the joint stock companies. Article 376 of the TCC, which is the subject of this dissertation, is one of these regulations. With the article 376 of TCC, the measures that shall be taken and the legal consequences that will arise in case of capital loss and overindebtedness are regulated in a gradual manner in accordance with the proportion of the loss. In this context, in the event that half of the total of the capital and legal reserves are lost, the board of directors shall call the general assembly for a meeting and present remedial measures. In case loss is two thirds, the general assembly shall decide whether to settle with one third of the capital or to complete the capital, otherwise the company will dissolve automatically. In case of overindebtedness, the board of directors shall notify this to the commercial court of first instance where the headquarters of the company is located and claim the bankruptcy of the company. There are three main chapters in this dissertation. In the first chapter, the financial structure, assets and liabilities and capital of the joint stock company, the principles of the maintenance of assets and capital are examined. In the second chapter, the concepts and determinations of the capital loss and overindebtedness are analyzed. In the third chapter, the measures that shall be taken, the legal consequences that will arise and the liability of the board of directors in case of the capital loss and overindebtedness are examined.