29.12.2017
1- IN WHICH SITUATIONS CAN YOU FILE A NULLITY SUIT FOR GENERAL ASSEMBLY DECISIONS IN JOINT COMPANIES?
Persons stated in Turkish Commercial Law, article 446 (persons who were present in the meeting and voted negative to the decision, shareholders, executive board, members of the board who will execute decisions and have personal responsibilities who claim the call was not made duly), can file for a lawsuit for general assembly decisions which are against the law, against prime contract provisions and especially against good faith rules, during the 3 months after the decision date, at the commercial court of first instance where the headquarters of the company resides.
2- WHO CAN FILE A LAWSUIT FOR THE CANCELLATION OF GENERAL ASSEMBLY DECISIONS?
2.1- Those who were present in the meeting, voted no and had their opposition written to minute,
2.2- Shareholders who claim that the call was not made duly, the agenda was not stated clearly, people or representatives who do not have the authority to join the general assembly have joined the meeting and voted, they were unjustly not allowed to join the general assembly and vote and the outliers stated above have been efficient in the decision making of the general assembly, whether they were present or not in the meeting or whether they have used a negative vote or not,
2.3- Executive Board,
2.4- Executing Decisions, each member of the executive board can file for a lawsuit if it causes a personal responsibility.
3- WHICH DECISIONS OF THE JOINT COMPANY ARE NULL?
Especially;
3.1- Shareholder’s decisions about joining the general assembly, minimum votes, those restricting or eliminating their essential rights because of law suits and the law,
3.2- Those restricting shareholder’s rights to gain information, examination and inspection beyond the lawfully allowed amount,
3.3- Decisions that damage the joint company’s fundamental structure and that are against the capital maintenance provisions, are null.
Source: Turkish Commercial Law
