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Law of Enforcement Article 3
Pursuant to Article 3 of the Law on Enforcement and Application
of the Turkish Commercial Code (“Law of Enforcement”), concerning
the legal transactions regulated by law irrespective of the parties’ con-
sent that occurred before the entry into force of the TCC, the provi-
sions of the TCC will be applicable. As per Article 3
“The provisions
of the TCC shall apply to legal relationships regulated by law irre-
spective of the parties’ consent, even if they were established before the
entry into force of the TCC.”
In connection with the limited liability
companies, sole shareholding limited liability companies (TCC
Articles 573-574), audit and special audit (TCC Article 635), grounds
for and consequences of dissolution (TCCArticle 636), participation in
the withdrawal (TCC Article 639) and cash payment for withdrawal
(TCC Article 641-642) are examples of these legal transactions. As per
this provision, the decision of the 11
th
Civil Chamber of the Court of
Cassation, dated 13.06.2013 and numbered 2011/14131 and
2013/12400, created case law by stating the following:
“as Article 3 of
the Law on Enforcement and Application of the Turkish Commercial
Code which is established after this case has initiated, provides an
opportunity to apply the provisions of the TCC No. 6102, which allows
the single-member LLC, it is needed to be decided according to the
petition of claim which requests the dismissal of the shareholder”
. This
decision opened the gate for the application of such new provisions.
Application of the TCC to the Limited Liability Companies
incorporated in accordance with Former TCC
Pursuant the provisions of the TCC, there are two options con-
cerning the expulsion of a shareholder. The first option is the existence
of a provision in the articles of association that stipulates the reasons
for the expulsion of a shareholder from the company (contractual right
of dismissal). In this case, the shareholders may decide for the expul-
sion of a shareholder when the circumstances provided in the articles
of association occur. Pursuant to Article 640 TCC, the shareholder may
initiate an annulation case against this decision within 3 months after
the notification by the notary to him/her. The reasons for expulsion
provided in the articles of association should not necessarily be one of
the just causes indicated in Article 640/3 TCC. Reasons for contractu-
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