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COMMERCIAL LAW
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first meeting, a second meeting may be held within one month at the
latest. The meeting quorum for the second meeting is the representation
of at least one third of the company’s capital at the meeting. Articles
of AoA which decrease the quorums, or which provide relative majority
for the resolutions are invalid. The New TCC aims at the protection of
shareholders while regulating that the quorums may not be decreased.
While the essential principle in the TCC is preserved by the New
TCC, a different systematic concerning different kinds of amendment of
AoA has been adopted. According to this systematic, pursuant to Article
421/2 of the New TCC, resolutions providing obligations or secondary
obligations for the settlement of balance sheet loss, and resolutions
concerning the transfer of the registered office abroad shall be adopted by
an unanimous resolution of the shareholders holding the entire capital, or
their representatives. In this way, the resolutions that require unanimity by
Article 388/1 of the TCC have been regulated more clearly, and in more
details. Article 421/3 of the New TCC provides a list of the resolutions
that may only be adopted by the affirmative votes of shareholders holding
at least seventy five percent of the capital, or their representatives.
Pursuant to the said article, resolutions concerning the modification of the
purpose and scope of the company in whole, issue of preference shares
and limitation of transfer of nominative shares may only be adopted by
a majority of seventy five percent. The modification of the purpose and
scope of the company in whole includes the modifications which result
in the abandonment of a field of operation, and the adoption of another
one. The enlargement and restriction of the field of operation may not
be evaluated within the scope of the said provision. The sub-paragraph b
concerns the preference shares issued following the incorporation of the
company, and the enlargement of the preferences shall not be included in
this provision.
Articles 421/4 regulates that, in the event that the quorums regulated
under Article 421/2 and 421/3 cannot be established in the first meeting,
the same quorums are required to be established for the following
meetings. This regulation provides a better protection for the shareholder
rights.