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COMMERC I AL LAW
45
Appointment of a Trustee for Joint Stock Companies
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In practice it is frequently seen that an appointment of a trustee for
a joint stock company is sought from the court where the company lacks
bodies or where the bodies are not functioning due to disputes between the
shareholders.
Applicable Provisions
There is not a private regulation in the Turkish Commercial Code
(hereinafter referred to as the “TCC”) with regard to appointment of a
trustee for a joint stock company. Therefore, Articles 403, 426/3 and
427/4 of the Turkish Civil Code (hereinafter referred to as the “CC”) are
applicable.
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Pursuant to Article 403 of the CC, a trustee is appointed for
conducting certain transactions or managing the assets.
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Article 426/3 stipulates that if the legal representative cannot
conduct its duty due to an obstacle, then a trustee will be appointed
ex officio or upon a request of the person concerned.
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Article 427/4 regulates the legal entity becoming lack of bodies and
becoming functionless as it is read as “in case that a legal entity
becomes lack of its mandatory bodies or the management cannot
be conducted in any manner…”
Conducting Certain Transactions
Article 403 of the CC allows the appointment of a trustee for conducting
certain transactions. The business of a joint stock company is managed by
its bodies and therefore, this Article is not applicable as long as the bodies
are in charge of the business. Article 427/4 of the CC applies when there
is lack of a body.
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Article of February 2010 – Prof. Dr. H. Ercüment Erdem