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Dissolution and Liquidation of Joint Stock Companies
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Prof. Dr. H. Ercument Erdem
The New Turkish Commercial Code numbered 6102 (“New
TCC”) entered into force on July 1, 2012 without any postponements,
as amended by the Law on Amendment of the Turkish Commercial
Code and the Law on Entry into Force and Application of Turkish
Commercial Code numbered 6335.
The dispositions of the New TCC pertaining to termination and
liquidation are regulated considering the needs which occurred under
the Turkish Commercial Code numbered 6762 (“TCC”). The New
TCC adopted the possibilities of termination with justified reasons,
additional liquidation and revocation of liquidation.
Dissolution
Article 529 of the New TCC regulates the grounds for dissolution
of joint stock companies. Pursuant to sub-paragraph (a) of this article,
joint stock companies shall be dissolved at the end of the term stipu-
lated under the articles of association unless the company has implic-
itly become a company for an undetermined term by continuing its
activities despite the fact that the term expired. This disposition clari-
fied a debate under the TCC. As a matter of fact, the status of the com-
panies which continued their activities although their term expired was
not regulated under the TCC. The Turkish Court of Cassation stated
that the company which continued its activities despite the fact that its
term expired would become a company for an undetermined term and
the articles of association of the company should be amended accord-
ingly. The New TCC ended the said controversy.
Pursuant to sub-paragraph (b) of Article 529 of New TCC, realiza-
tion of the purpose of the company or the fact that its realization
becomes impossible is also accepted as ground for dissolution. The
phrase “purpose of the company” under the TCC is replaced by “scope
of operation” under the New TCC.
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NEWSLETTER 2012
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Article of June 2012