Newsletter-21

91 COMMERCIAL LAW declaration 7 ; at the time such preamble was drafted, the TCC used to regulate the requirement of preparation of a transaction auditor report on the company incorporation, and review of the compliance of the founders’ declaration by such auditor. With the elimination of transaction auditor with an amendment made prior to the entry into force of the TCC, the only person to review the declaration became the trade registry manager who also reviews the articles of association. Therefore, in our opinion, the commentary in the preamble of Law No. 6728 as to the fulfillment of the benefit expected from the founders’ declaration through the execution of the articles of association is appropriate. Moreover, some of the explanations required to be made under the founders’ declaration regarding the capital in kind are already to be included in the valuation report prepared as per Article 343 of the TCC. Requirement to include explanations in relation to this matter in the declaration to be prepared by the board of directors in capital increases is also eliminated. With such purposes, Article 336 and 457 of the TCC were amended, and Articles 349, 562/5-a and 586/1-b were abrogated. • Distribution at the End of Liquidation: Article 543 of the TCC regulates the distribution at the end of liquidation. Whereas, prior to the amendment made with Law No. 6728, the remaining assets could not be distributed to the share- holders until the expiry of the one year term following the third invitation to the creditors, such term is changed to be six months, and the liquidation process is shortened. If no danger exists for the creditors, the court may authorize dis- tribution prior to the expiry of the six months term. • Declaration of Property at the End of Liquidation: With the new sub-clause added to Article 545 of the TCC, it is regulated that the provisions of Articles 44 and 337/a of the Execution and Bankruptcy Law numbered 2004 8 (“EBL”) 7 Preamble of Article 349 TCC. 8 Official Gazette, 19.06.1932, No 2128.