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COMMERCIAL LAW
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Adjournment of the Deliberations concerning the Financial
Tables
Pursuant to Article 420 of the New TCC, deliberations concerning
the financial tables and related subjects are adjourned to one month later.
The concept of minority shareholding has been defined with different
percentages ratio for publicly held and closely held companies. The GA
is not required to adopt a resolution upon the request of the minority,
and the decision of the chairman is sufficient. With the aforesaid article,
the New TCC preserved the principles laid down under Article 377 of
the TCC. On the other hand, while Article 377 of the TCC provides the
adjournment of the approval of the balance sheet, the New TCC includes
the whole financial tables.
Appointment of Special Auditor
Article 428 of the New TCC, in parallel with the TCC, regulates the
request concerning the appointment of a special auditor. Pursuant to this
article, all shareholders may request the clarification of certain issues
through special auditing, even though it is not included in the agenda. In
order to file this request, the appointment of a special auditor should be
required so that the shareholding rights may be exercised enjoyed, and
rights of information and examination should be exhausted. Therefore,
the request will not be abused, and the company will not be damaged.
Unlike the TCC, even if the GA approves the request, the special
auditor shall be appointed by the court. This provides total neutrality. In
the event that the request is denied, a minority right emerges. In the case
of denial, shareholders holding at least ten percent of the share capital,
or shareholders whose shares have a nominal value equal to at least one
million Turkish Liras are entitled to request from the court, within three
months, the appointment of a special auditor.
Discharge concerning the Incorporation and Capital Increase
Article 559 of the New TCC regulates the discharge of the
incorporators, BoD members and auditors and the capital increase. The
aforesaid persons may only be discharged at least four years after the
registration of the company. Additionally, in the event that the minority