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COMMERCIAL LAW
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Nonetheless, this situation does not prevent public companies subject
to the CML and who prepare consolidated financial statements from
holding ordinary general assembly meetings within 3 months as of the
end of their activity period, as per Art. 409(1) of the TCC.
Conclusion
Disclosing financial statements to the public is an independent issue
from convening the ordinary general assembly. Even if the ordinary
general assembly meeting is not held, financial statements should be
published in compliance with the capital markets legislation and within
the specified period of time.
Pursuant to Art. 409(1) of the TCC No. 6102, companies should hold
their ordinary general assembly meetings within 3 months as of the end
of their activity period. The doctrine holds that Art. 409(1) of the TCC
No. 6102 is a regulatory provision and not holding the ordinary general
assembly within 3 months as of the end of the activity period does not
render the general assembly meeting which is held after said period to be
invalid.
The board of directors may be held liable if the general assembly
meeting is not held within 3 months after the end of the company activity
period. However, for the board of directors to be held liable, a direct
causal link between the board’s negligence and damage incurred by the
shareholders and/or company creditors must be proven.