TERMINATION OF A JOINT STOCK COMPANY

I – Reasons for termination

1. Generally

ARTICLE 529– (1) Joint-stock company;

a) If the work has not become indefinite by continuing the work despite the expiration of the term, then upon the expiration of the term stipulated in the articles of association,

b) With the realization of the business activity or with the realization becoming impossible,

c) Upon the occurrence of any termination reason stipulated in the articles of association,

d) By a general assembly resolution taken in accordance with the third and fourth paragraphs of Article 421,

e) Upon the decision of bankruptcy,

f) In other cases provided for by law,

It ends.

 Special cases.                                                                                                                                                                                                 a) Absence of organs

ARTICLE 530– (1) If one of the legally required organs of the company has not been present for a long time or if the general assembly cannot be convened, upon the request of the shareholders, company creditors or the Ministry of Customs and Trade, the primary commercial court in the place where the company's headquarters is located shall, after hearing the board of directors, set a period of time for the company to bring its situation into compliance with the law. If the situation is not rectified within this period, the court shall decide on the dissolution of the company.

(2) When a lawsuit is filed, the court may take the necessary measures upon the request of one of the parties.

 

b) Termination for just cause

ARTICLE 531– (1) In the presence of justifiable reasons, the owners of shares representing at least one-tenth of the capital, and in publicly traded companies one-twentieth, may request the dissolution of the company from the primary commercial court in the place where the company's headquarters are located. Instead of dissolution, the court may decide to pay the plaintiff shareholders the actual value of their shares as of the date closest to the date of the decision and to remove the plaintiff shareholders from the company, or to decide on another solution that is appropriate and acceptable to the situation.

II – Provisions

Registration and announcement

ARTICLE 532– (1) If the termination is due to a reason other than bankruptcy or a court decision, it shall be registered and announced in the trade registry by the board of directors.

 

Impossibility is when something is objectively and permanently impossible. Temporary, non-permanent impossibilities are anonymous

That is not sufficient grounds for terminating the partnership.

The term "organ deficiency" has a broad meaning. It refers to the inability to elect a board of directors, or the failure to hold elections despite the expiration of their term of office

These are frequently encountered situations that must be taken into account in the application of Article 530.

Organ deficiency refers to the absence of the permanent organ, the YK. The non-permanent organ, the GK, can only be collected if it is not present

This is the case. In 530, the inability of the General Assembly to convene was accepted as a separate, specific reason for dissolution.

When the conditions of Article 530 are met, the partners, partnership creditors, or the Ministry may request the dissolution of the partnership from the court

He/She may want to.

The lawsuit must be filed against the partnership. If the lawsuit was filed because the General Assembly could not convene, the Board of Directors shall represent the partnership in the lawsuit

If the lawsuit is filed on the grounds that the Board of Directors is absent, then Article 530/2 is invoked, and a trustee is appointed

A trustee is appointed and is responsible for handling partnership transactions, securing the partnership's assets, and opening up new avenues

They should also follow up on this case.

When the lawsuit was filed, the court, after hearing from the Board of Directors, gave the partnership a period of time to bring its situation into compliance with the law

It determines. Even if it becomes clear that the duration will not yield any benefit and will not change the outcome, the partnership will still be formed

Time should be allowed.

When determining the timeframe, for example, in the event of a lack of a Board of Directors, the minimum required for its re-establishment should be considered

It is necessary to consider the time frame and determine the duration accordingly.

Despite the deadline given by the court, the General Assembly cannot convene and/or consequently the Executive Board cannot be elected, thus creating a deficiency

If the problem is not resolved, the court will issue a dissolution order. The plaintiff partner only seeks a determination that the partnership is without its governing bodies and this..

If the partner requested time to remedy the deficiency but did not request the dissolution of the partnership, the court will still..

the party should decide to dissolve the partnership. Because the dissolution of the partnership is a natural consequence of the failure to remedy the deficiency by the end of the period

This is the result. Article 530 does not grant the judge discretionary power; if the deficiency is not remedied within the given time, the court may dismiss the partnership

The court must decide on its termination. The court's termination decision has a constitutive effect; once it becomes final, it takes effect

It produces consequences and has long-term effects.

According to Article 536/3, the court that issues the dissolution order also appoints the liquidators.

The partner is not obligated to file this dissolution lawsuit. To prevent Article 530, the partner can use Article 410/2 to appeal to the General Assembly

They can call a meeting and ensure that the Board of Directors is elected at that meeting.

In a one-man partnership, a lawsuit for termination for just cause cannot be filed.

To file a dissolution lawsuit, one must be a minority shareholder. Shareholders who do not constitute a minority shareholder are considered partners

It is also not possible for non-existent creditors or externally appointed board members to file such a lawsuit. Minority ratio,

The partnership agreement cannot be amended.

The situation deemed to constitute a justifiable cause must be permanently eliminated through other legal or contractual means

If it can be revoked, then a lawsuit for termination for just cause filed in this case will not be accepted by the court.

The lawsuit must be filed against the joint-stock company. Other partners may participate in this lawsuit as ancillary intervenors. The company..

In this case, YK is represented. The case is heard in the primary commercial court where the partnership's headquarters are located

It is mandatory to file a lawsuit in court. No time limit is specified. Article 2 of the Turkish Civil Code comes into play, for justifiable reasons

The termination action must be filed within a reasonable time limit from the date the minority becomes aware of the justifiable reason.

Without a justifiable reason, such a lawsuit cannot be filed and a decision cannot be made. A justifiable reason generally refers to the partnership

If the continuation of the lawsuit cannot be expected from the partner(s) filing the lawsuit according to the principle of honesty and trust, then there is a justifiable reason

This means that a justifiable reason has occurred. Whether a justifiable reason has occurred or not will be determined by the court according to the specifics of each case

It should be evaluated. It's a matter of discretion.

Justifiable reasons for termination can arise within a partnership.

A valid reason for dissolution may also exist in the relationships of the partner who initiates the dissolution lawsuit with the other partners. Majority and minority

If conflicts of interest arise and the majority attempts to obstruct the rights of the minority, such a situation constitutes dissolution

This may constitute a justifiable reason for filing a lawsuit.

A justifiable reason may also arise in the partners' relationship with the partnership.

Justifiable reasons must be proven concretely. The burden of proof rests with the plaintiff. Witnesses may be heard by the judge

The partnership's books and documents can be subjected to expert examination.

If the court does not find the reason justified, it will dismiss the case.

If a justifiable reason exists, the judge may order the expulsion of the plaintiff partner or partners from the partnership instead of termination under Article 531

or the judge is granted the power to decide on another solution that is appropriate and acceptable to the situation. The judge has the authority to terminate

If there is a more suitable and acceptable, softer solution to the situation, he/she should spontaneously adopt it

They may apply. The solution the judge finds must be in the best interests of the parties involved. The judge will choose this solution based on..

The judge may decide on this matter ex officio. This is an exception to the principle that the judge is bound by the request (Code of Civil Procedure, Article 26). These are the solutions available

For example; the plaintiffs should be paid the actual value of their shares as of the date closest to the profit date, and the plaintiffs..

This demonstrates the expulsion from partnership. The institution of expulsion from partnership by court order also applies to joint-stock companies

This is what we are facing. The expulsion of a partner cannot be the subject of a separate and independent lawsuit. The court, the plaintiff..

The court cannot decide to take away only a portion of the partners' shares.

If a decision is made to remove the partner, the date closest to the decision date will also be taken into account, and the partner's actual share will be determined accordingly

Its value should be calculated and determined. Experts are used in calculating this share. The payment..

The entity that will do this and receive the share is the legal entity of the partnership, and this situation, as a rule, leads to a capital reduction

it could be.

If only one partner remains in the partnership, the necessary matters must be registered and published in accordance with Article 338 of the Turkish Commercial Code. Alternative

As such, the court may decide on a contract amendment or the division of the partnership. The judge will find..

The solution must be capable of definitively resolving the dispute between the parties.

Depending on the circumstances, the judge may decide on several alternative dispute resolution methods instead of termination.

Instead of termination or expulsion, the court should offer alternative options directed at the partnership, which is the other party to the case.

Not directed at the partnership and not demanding any action from the partnership, but rather directed at the majority partners

It is not possible to take and implement these measures.

The court, regardless of the type of decision it makes here—other than dismissing the case—will issue a constructive decision

It should not be forgotten that the judgment and its consequences will take effect once it becomes final. If the court decides on annulment, this will also apply here

He is also obliged to appoint liquidators (536/3)

The Importance of the Lawyer

It constructs legal and concrete evidence of the "just cause" to be presented to the court. It develops a strategy considering the possibility that the court may decide on alternative solutions instead of dissolution (for example, removing the plaintiff shareholder from the company by paying them the value of their shares).

It manages the appointment, registration, and announcement processes of liquidators. It ensures that liquidators fulfill their legal obligations (inventory taking, summoning creditors, protecting assets) in accordance with the law, thereby eliminating the risk of personal damages and recourse.

It ensures that the liquidation balance is distributed fairly and in accordance with the contract/law among the shareholders. It prevents majority shareholders or liquidators from transferring company assets to themselves at a low price (asset concealment).

the proper conduct of announcements, the securing of doubtful or non-due debts with collateral, and with the one-year waiting period (distribution ban) . It prevents legal sanctions that would arise from distribution to shareholders without adhering to the time limit.