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Art. 2 of Law No. 6103 on the Entry into Force and Application of
the Turkish Commercial Code (“Law on Application”) sets forth time
periods for applying provisions of the Former TCC and the TCC.
Pursuant to said article, concerning the legal consequences for events
that occurred before the entry into force of the TCC, the provisions of
the Law that were in effect when the events took place shall be applic-
able.
In accordance with Art. 3 of the Law on Application, the provi-
sions of the TCC shall apply to legal relationships regulated by law
irrespective of the parties’ consent, even if they were established before
the entry into force of the TCC.
Certain events which took place prior to the entry into force of the
TCC and other events which took place after its entry into force may
derive from the same ongoing practice, and may, only if these events
are regarded as a whole, be deemed to constitute just cause for termi-
nation of a company. In this case, the question arises as to whether or
not events that took place prior to the entry into force of the TCC may
serve as grounds for a termination lawsuit for just cause under the
TCC. Considering the nature of just cause, it is rightfully admitted by
academics that legal events or transactions that occurred while the
Former TCC was in force, but which are connected to facts which took
place after the entry into force of the TCC, can be acknowledged with-
in the scope of Art. 531 TCC. Moreover, the Court of Cassation comes
to the same conclusion in one of its decisions rendered based on the
Art. 3 of the Law on Application with respect to limited liability com-
panies (11th Civil Chamber, 13.6.2013, File No. 2011/14131, Decision
No. 2013/12400, Batider, 2013, C. XXIX, S. 2, p. 331-335).
Otherwise, the result would be the non-application of said provision
for a long time after the entry into force of the TCC.
Conclusion
The termination of joint stock companies by just cause shall apply
for the first time in Turkish Law with the TCC. Through this regula-
tion, the possibility emerges for minority shareholders to request that
the court terminate a joint stock company where there is just cause.
The courts may decide for the termination or any other appropriate and
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