Newsletter-21

90 NEWSLETTER 2016 of shareholders and subscription of capital in kind would not be applied. With Law No. 6728, it is regulated that as well as these provisions, provisions regarding the execution of the article of association by the founders shall not apply, as well. According to the preamble of the article, while the decision of conversion of type may be adopted with two-thirds majority in joint stock companies, and three-quarters majority in lim- ited liability companies, the requirement of execution of the articles of association of the new type by all of the sharehold- ers used to result in the possibility of failure of execution of the articles of association of the new type, in the event of existence of shareholders who could not be reached, or who objected to the decision for the conversion of type and, thus, precluding the conversion of type in practice 5 . With the amendment aiming to eliminate such a situation, the require- ment of execution of the articles of association of the new type by all the shareholders is eliminated. Instead, pursuant to amended Article 189, the management body shall submit the articles of association of the new type to the general as- sembly, together with the conversion of type plan, and the articles of association of the company shall be approved by the general assembly. • Founders’ Declaration: The founders’ declaration is re- moved from the scope of company incorporation documen- tation; such document is no longer required for company in- corporations. According to the preamble, this is due because the founders unconditionally undertake to make the capital payment under the articles of association and, therefore, the benefit expected from the founders’ declaration is already met through the execution of the articles of association 6 . Although it is stated in the first preamble of Article 349 of the TCC that the inclusion of certain matters under the articles of association does not eliminate the requirement to make explanations on such matters under the founders’ 5 Preamble of Article 68 Law No. 6728. 6 Preamble of Article 73 Law No. 6728.