Legal Question in Business Law in Turkey
Shareholder rights
I am currently a 25% shareholder in a Turkish Ltd company along with 2 partners who own 25% and 50% respectivley.
Sadly in August of last year my Turkish partner which owned 50% of the shares died in a car accident.The remaining 25% shareholders have negotiated giving his estate the money he contributed to the company in assetts ie.land and property in return for his shares which will make myself and my partner 50-50 shareholders.
The new company has liabilities of 200,000 GBP and assetts of 1.1 million YTL.The problem is that my partner contributed 250K GBP to the company where i contributed 40K GBP.
We have an agreement where either of us can split the assetts and the liabilities and leave the company,this i cannot do financially at the moment.
Is it possible to dissolve the company?
Leave the company?
What personal liabilities would i have in the new company structure?
Due to the fact that the shares have not been transfered at the moment no partner is willing to invest into the company personally,and creditirs are demanding forms of payment.
2 Answers from Attorneys
Re: Shareholder rights
Dear Mr. Sariakcali,
Before we can give you a legal advice we have to clarify the below mentioned points and ask you to inform us about the following:
- 50% shares of the partner, who died, will be inherited by his successors. So the share transfer will be possible, only if inheritor sells his shares to the other parties. So, your agreement on transferring of 50% shares belonged to died partner to you and your partner is not valid. This transfer may be done only by way of agreement with died partner before the notary public. As you understand, it is impossible.
- Could you clarify for what did you contribute 40K GBP and your partner 250K GBP. Please be informed that you can buy or sell the shares of the company only against payment of their exact value. Even if you increase sharecapital of company, their value doesn't change.
- If you have a valid reason, it will be possible to dissolve the company. Therefore, you have to apply to the court and demand the dissolution of the company. As valid reason you can allege the following:
� If the company can�t make profit consistently
� If there is no possibility for the company to reach its targets
� If there are permanent conflicts between the partners, or
� If the company has reached its target before a duedate that was agreed in the company's contract.
If you wish we can provide you with legal services in Turkish language too.
Best regards,
Re: Shareholder rights
To give an satisfactory answer to your question, i need some additional information about your company.
Can you send the statute of the company and the written agreement about split to the follawing e-mail adress :
I must see the documents for a sufficent answer.
Thank you for your interest
Av. Turgay Sar�ak�al�
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