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Termination of a Joint Stock Company by Just Cause
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Prof. Dr. H. Ercument Erdem
Introduction
The notion of termination of a joint stock company by just cause
has entered into Turkish Company Law through Turkish Commercial
Code No. 6102 (“TCC”). Although set forth in Art. 736/Sub Clause b.4
of the Swiss Code of Obligations (“Swiss CO”), there was no provi-
sion regarding termination by just cause in the Turkish Commercial
Code No. 6762 (“Former TCC”).
The termination of joint stock companies by just cause, as stipu-
lated in Art. 531 TCC, requires detailed examination as it will be sub-
ject to court decisions and academic examination in the future. In this
article, termination by just cause as regulated under Art. 531 TCC shall
be analyzed.
Termination by Just Cause pursuant to Art. 531 TCC
A new way of termination emerges for joint stock companies due
to TCC Art. 531, which regulates the termination of joint stock com-
panies by just cause. As is known, no exit right exists for joint stock
companies. At this point, the termination of joint stock companies by
just cause is of vital importance for joint stock companies where share-
holding relations are no longer tolerable. It may be concluded that the
termination of joint stock companies by just cause is based on the main
principle that continuous contractual relations may be terminated for
just cause.
Parties to the Lawsuit
Where just cause arises based on Art. 531 TCC, shareholders rep-
resenting at least ten percent of the capital and five percent in public
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Article of February 2014