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Articles 530 and 531 of the New TCC regulate specific types of
dissolution. Pursuant to Article 530, in case of non-existence of one of
the legally required organs of the company or in case the general
assembly (“GA”) cannot be convened, the commercial court of first
instance located at the registered office of the company shall allow a
cure period in order to render this situation compliant with the law. If
the compliance is not achieved within such time, the company will be
dissolved. Since joint stock companies can be established with only
one shareholder under the New TCC, the fact that the number of share-
holders is less than five is no more a ground for dissolution.
Article 531 of the New TCC regulates dissolution due to justified
reasons, which was not regulated under the TCC. Pursuant to this arti-
cle, shareholders representing at least one tenth of the capital or one
twentieth of the capital of the public companies may request the dis-
solution of the company before the commercial court of first instance
located at the registered office of the company. This right is regulated
as a minority right. The article does not define which circumstances
may be classified as justified reason. However, the court may, instead
of dissolution of the company, rule on squeeze-out of the claimant
shareholder through payment of the real value of its shares on the clos-
est date to the date of decision, or decide on another convenient and
acceptable solution.
Pursuant to Article 532, the dissolutions will be registered and
announced by the board of directors (“BoD”) to the trade registry in
case the dissolution resulted from reasons other than bankruptcy or
court decision. The dissolved company shall undergo liquidation pro-
ceedings; notwithstanding certain legal exceptions. Article 533/2 of the
New TCC clearly stipulates that the competences of the organs shall
continue limited to realizing the liquidation. The liquidation and the
status of the company organs in case of bankruptcy are regulated sim-
ilarly with the provisions of the TCC.
Liquidation
Article 536 and following articles of the New TCC regulate the liq-
uidation. Pursuant to Article 536 pertaining to liquidators, the liquida-
tion shall be conducted by the BoD unless other liquidators are nomi-
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