BUSINESS LAW (İŞLETME HUKUKU) - (İNGİLİZCE) Dersi Company Law soru detayı:

PAYLAŞ:

SORU:

What are the legal consequences of being incorporated under a separate legal personality and the liabilities of shareholders at the establishment stage?


CEVAP:

The legal consequences of being incorporated under a separate legal personality and the liabilities of shareholders at the establishment stage can be listed as follows:

  • A company’s property belongs not to its directors, management or shareholders
    but to the legal personality created by the establishment of the company.
  • A company is responsible for its own debts and liabilities. The shareholders and, as a general rule, directors are not liable from the total amount of debts of the company. However, the directors have several liabilities arising from company law.
  • The immovable property, the date registered in the land title and the intellectual property rights and other assets from the date they are registered in the relevant registries and the movable property when it is transferred to a trustful person will be considered as a property capital invested in the company. Registration in the statutory registries removes the good faith. (prevails the good faith arguments)
  • The agreements made on the subscription of an immovable property or some similar
    rights like ownership rights on the property are valid without a requirement of  statutory form.
  • For economic assets or movables subscribed, the company as the owner may  conclude transactions on the assets defined.
  • Where the ownership on immovable property or other similar rights are subscribed as capital, than there has to be a registration in the Land Title in order for the company to carry out transactions on such property.
  • In cases of registration in the Land Title and in other registries, the registrations shall be made promptly. The company has the right to unilaterally request for that.
  • The Company may request from each shareholder to comply with their undertakings and and it is entitled to take a legal action before the courts and where delays cause losses, then can claim compensation. For claims, there should be a formal in advance warning. In companies in person, the partners can also take such legal actions.
  • For the protection of the rights undertaken, the founders can request an injunction from the court against the partners.