1 / 38

LLC

LLC. According to Article 593 of TCC,basic capital share certificates have been issued as burden of proof or written to a specified name by a limited liability company.

ion
Télécharger la présentation

LLC

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. LLC • According to Article 593 of TCC,basic capital share certificates have been issued as burden of proof or written to a specified name by a limited liability company. • Sharecertificateswhichhavebeenissuedby LLC represent property rights and are not securities, share certificateswhichhavebeenissuedby JSCare considered securities.

  2. JSC- COMMON STOCK Common stock is the basic stock in the financial structure of a corporation. The principal rights, generally conferred on the holder of common stock, are the right to participate in the distribution of dividends, the right to share in the distribution of assets on dissolution of the corporation, and the right to vote at stockholders’ meetings.

  3. Kinds of sharecertificates • Thefirstclassification is based on transferability: - Tothebearershares: They can be transferredbydelivery. Unlikethe transfer of tothe name shares, thetarnsfer of tothebearersharescannot be restrictedbythearticles of association. - To the name shares: They are transferred by endorsement and delivery.

  4. Anotherclassification is based on therightsgrantedbythesharecertificate: -Commonshares: Sharesgrantequalrightstoallshareholders. - Preferredshares: Sharesgrantadditionalrightscomparedtotherightsgrantedbyordinarysharecertificatesarereferredto as preferredsharecertificates.

  5. Issuance of preferredsharecertificatesmay be agreedbyarticles of associationordecidedby a resolution of general assembly. Commonpreferencesare; - therighttoreceivelargerdividenddistributions, - therighttosuggestnomineeforthemembership of Board of Directors

  6. Thethirdclassification is based on votingrights; - Sharesthatgrantvotingrights: Allsharesmustgranttheshareholdertherightto at leastonevote. - Non-votingstock(CapitalMarketsLaw): Theseareparticularlytrueforshareholderswhoareactuallyinvestors in largecorporationswiththousands of shareholders.

  7. Theseshareholderssometimesare not interested in themanagement of thecorporation. Theyaremerelyinterested in thereturntheywillreceive in the form of a dividenddistribution at theend of theyear.

  8. REDEEMABLE SHARE CERTIFICATES • RSC (intifa senetleri) do not entitletheownertoanyright of ownership in thecorporation, unlikethesharecertificate. Personsorentitieswhoare not shareholders but whoare in somemannerrelatedtooraffiliatedwith a stockcorporationcouldrequestcertainrightsregardingparticipation in profitdistributionor in liquidationproceeds. • RSC arecommercial (valuable) paper.

  9. VALUABLE PAPER LAW Valuable paper are such documents that the rights embodied therein can neither be transferred nor claimed independently of the document. In other words, a valuable paper is a kind of document to which a right is attached in such a way that it is impossible to transfer this right to another person without transfer of possession of the paper.

  10. Characteristics of the valuable paper taking into consideration the right that they represent • The right included in the paper should be a transferable right. A non-transferable right, such as human rights or right of usufruct cannot be attached to the valuable paper. • The right attached to a valuable paper should have an objective monetary value.

  11. The right is firmly attached to the paper.Once the valuable paper is created, the right cannot be separated from the paper and transferred independently of it. In some cases, the right may exist before the creation of the valuable paper. These are declarative valuable paper such as share certificates. In some other cases, the right arises with the creation of the valuable paper (Constitutive valuable paper). Such as commercial documents.

  12. Types of valuable paper are enumerated by the law. • Validity of valuable paper is subject to respect of form requirements described by law. • Valuable paper has an abstract character.

  13. Kinds of valuable paper taking into consideration the types of rights embodied in the paper • Monetary papers • Share certificates • Certificates of title to goods (commodities)

  14. MONETARY PAPERS • COMMERCIAL PAPERS (Draft/Bill of exchange, promissory note, check) • BONDS

  15. CERTIFICATES OF TITLE TO GOODS • CERTIFICATE OF TITLE • CERTIFICATE OF PLEDGE

  16. Bıll of Lading (B/L) CARRIER SHIPPER

  17. The Characteristics of Valuable Paper in Regard to Type of Transfer • Valuable paper to a specific name • Valuable paper to order • Valuable paper to the bearer

  18. DEFENSES OF THE DEBTOR • Defenses based on invalidity of the paper • Defenses arising from the text of the paper • Personal defenses

  19. Defenses based on invalidity of the paper Violation of a form requirement

  20. Defenses arising from the text of the paper These defenses may be inferred from the text of the paper. For example, the holder requests from the debtor payment of the amount indicated on the paper before the maturity date. Likewise, declaration of a time limitation by the debtor is a definite defense resulting from the text of the instrument.

  21. Personal defenses Personaldefenses of thedebtorarethosebetweenthedebtorandcreditor, andwhichare not based on relationsemanatingfromthepaper. Inotherwords, personaldefensesarethosewhichthedebtor has againstthepersonwho’sclaimingthepaper (creditor). Inthecase of valuablepaperissuedpayabletoorder, a debtor is not entitledto set updefensesbased on directrelationswiththedraweror a previousholder, unlesstheholder, in acquiringthepaper, has knowinglyactedtothedetriment of thedebtor. This is themaindifference of enforcementfromassignment.

  22. In the case of endorsement of a paper payable to order, the endorser transfers his right which is embodies in the paper, whereas in assignment, the assignor transfers a right that he himself possesses. Therefore, in the case of successive endorsement, the debtor can only plead defenses arising from the paper, but he cannot plead personal defenses arising from direct relations between himself and the drawer or prior holders. Therefore, it is said that a paper payable to order is an instrument which can be negotiated free of personel defenses of the debtor.

  23. VALUABLE PAPER TO THE BEARER A SECURITY IS DEEMED TO THE BEARER WHERE ITS CONTENT OR FORM SHOW THAT THE HOLDER, FOR THE TIME THEREOF, IS DEEMED LEGALLY ENTITLED AS THE OWNER OF THE RIGHT.

  24. AN INSTRUMENT IS PAYABLE TO BEARER WHEN IT IS TERMED “PAYABLE TO BEARER” OR “TO THE ORDER OF THE BEARER”, WHICH DOES NOT DESIGNATE A SPECIFIC PERSON AS PAYEE.

  25. AMONG THE COMMERCIAL PAPERS, ONLY CHECKS MAY BE ISSUED TO THE BEARER, WHEREAS DRAFTS AND PROMISSORY NOTES CANNOT BE DRAWN TO THE BEARER.

  26. COMMERCIAL PAPERS • Promissory note • Bill of exchange • Check

  27. PROMISSORY NOTE A promissory note is a promise to pay money. The parties to a promissory note are; 1- The maker, 2- The payee.

  28. MAKER The maker must sign the instrument and make the unconditional promise to pay a sum certain in money to the order of a named payee, on demand or at a fixed or determinable future date.

  29. Payee The payee is the recipient of the maker’s promise.

  30. Bıll of exchange A bill of exchange or draft is an order to pay money. The parties to a bill of exchange are (1) the drawer (2) the drawee, and (3) the payee.

  31. Drawer The drawer is the party who draws the instrument, and the instrument must be signed by him.

  32. DRAWEE The drawee is the party to whom the instrument is addressed. He is ordered to pay the money.

  33. PAYEE The payee is the party to whom themoney is to be paid. If the bill of exchange is drawn payable to bearer, a payee need not be named –the holder is the payee.

  34. CHECK The check is an order to a bank to pay money.

  35. THE PARTIES • The drawer • The drawee • The payee

  36. THE DRAWER The drawer draws and signs the instrument.

  37. THE DRAWEE The drawee is the party to whom the instrument is addressed and must be a bank.

  38. THE PAYEE The payee is the party who receives the money. If the check is a bearer check, no payee need be named –the holder is payee.

More Related