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COMMERCIAL LAW
65
this provision as regulatory and do not find holding ordinary general
assembly meetings within a 3 month-period to be compulsory. Art. 409(1)
of the TCC No. 6102 is a regulatory provision. Regulatory provisions
do not have an impact on the nature of the transaction; such provisions
may result in being deprived of another right or advantage or result in
administrative/pecuniary fines.
There are some examples of decisions by the Supreme Court of
Appeals stating that ordinary general assembly meetings that are not held
within the 3-month timeframe shall not be regarded as annullable
1
.
Sanctions for Disregarding the Period of Time
Art. 553(1) of the TCC No. 6102 regulates liabilities of the board of
directors. As per said article, the board of directors’ liabilities may arise
if they breach the law and articles of association with negligence. In such
a case, the board of directors shall be held responsible materially for the
damages incurred by shareholders and creditors of the company. Therefore,
the board of directors has a reimbursement liability. Reimbursement
liability arises when there is damage and a causal connection between the
damage and the negligent act.
If the general assembly is not held within 3 months as of the end of
the activity period, the board of directors’ members may be held liable
only if they are in negligence. Also, damage must occur as a result of the
faulty act of the board of directors.
Concept of Expressing the Financial Statements
Pursuant to the statement of the İstanbul Stock Exchange
Chairmanship, consolidated financial statements as of December 31,
2012 should be announced to the public by April 12, 2013
2
at the latest.
Announcement of financial statements to the public is an independent
1
Decision of the Commercial Chamber of the Supreme Court of Appeals dated 7.5.1968 and
numbered E. 2237 / K. 2661; for the detailed information please see
ERİŞ
, s. 381.
“Art. 364 of
the TCC does not foresee when the general assembly of the company is held. Also, resolutions
of the general assemblies are not rendered invalid due to the fact that this regulation has not
been adopted. However, the related people may be hold responsible accordingly.”
.
2
General Letter numbered 3837.