80 / 521
proceed with a sole shareholder after withdrawal or expulsion.
Therefore the only remedy was to request dissolution of the company.
Further to the Court of Cassation, as there is no article about the main-
tenance of sole shareholding limited companies in the Former TCC,
Article 504/II indicates:
“If the number of shareholders is down to one
or one of the compulsory organs of the company can’t be formed,
unless these deficiencies can’t be removed within an appropriate time,
upon the request of an associate or a creditor of the company, the
Court decides the dissolution of the company. Upon the request of a
party, the Court takes necessary cautionary judgments.”
This Article
was only applicable when the number of shareholders was down to one
because of an obligatory reason such as the death of a shareholder
within the regular term of the company or transfer of all shares to one
shareholder. The Court of Cassation adopted the view that according to
the Former TCC Article 551/II, the right of expulsion of a shareholder
exists only for limited liability companies with more than two share-
holders.
Within the frame of the established opinion of the Court of
Cassation, which was based on the According to the Former TCC,
courts used to decide for the dissolution of companies by just cause
instead of the expulsion of a shareholder in case of discrepancies
between the shareholders; this caused the interruption of commercial
life and prevented the development of the companies.
Expulsion from Limited Liability Companies incorporated by
Two Shareholders According to the TCC
Pursuant to TCC No. 6102 the number of shareholders of limited
liability companies is regulated as one to fifty; thus, in case of a con-
flict between the shareholders, instead of the dissolution of the com-
pany by just cause, the opportunity of expulsion was enabled.
Therefore, it is now lawful to maintain a limited liability companies
incorporated by two shareholders in the event of expulsion of one of
said shareholders. Through this system, the Court of Cassation
changed its view of dissolution by just cause, to expulsion of the oppo-
nent shareholder.
64
NEWSLETTER 2014