29 COMMERCIAL LAW Null and Void Resolutions of the General Assembly in Joint Stock Companies* Ecem Çetinyılmaz Introduction In general, cases of invalidity of general assembly resolutions fall into the categories of non-existence, nullity and annullability. The scope of this Newsletter is limited to null and void resolutions of general assemblies established under Article 447 and related provisions of Turkish Commercial Code No. 6102 (“TCC”).1 As accurately stated in the preamble of the Article,2 when the repealed Turkish Commercial Code numbered 6762 (“Former TCC”) first entered into force, it was controversial whether or not the nullity of general assembly resolutions could be challenged via a lawsuit for declaratory judgment; however, in the following years, in addition to annullable general assembly resolutions, the existence of null and void general assembly resolutions was accepted, both by scholars and by the Court of Cassation. This being the case, scholars and practitioners were seeking a solution based on the general provisions of the law of obligations, as the Former TCC was silent on the matter; this situation was causing the reasons for nullity determined in line with the general provisions to stand out, and was leaving the reasons specific to joint stock companies in the background, which are sourced from the fundamental structure of joint stock companies and are significant in terms of protecting the balance of interests in joint stock companies.3 Article 447 of the TCC, considering this fact and legislating the settled practice, names the null and void resolutions by analogy. This * Article of Augut, 2021 1 TCC, (OG, No. 27846,14.02.2011), entered into force on 01.07.2012. 2 The preamble of Article 447 of the TCC. 3 Çamoğlu, Ersin (Poroy, Reha / Tekinalp, Ünal): Ortaklıklar Hukuku I, Revised 13th ed., İstanbul 2014, p. 528.
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