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The parties of the dissolution request
In case of a court application for just cause, another problem
appears; against whom the lawsuit will be initiated? The Court of
Cassation’s decisions on this matter are contradictious. In some of its
decisions, it seeks that all the shareholders are respondent, and in
recent decisions it accepts only the company as respondent, since oth-
erwise when the dissolution of the company is decided, the decision
would effect a third party who is not involved in the case. The Court of
Cassation has conflicting decisions concerning the other party when
companies incorporated by two shareholders are involved; is some
decisions it is the shareholders and in other it is the company.
Conclusion
TCC allows for the expulsion of a shareholder or to implement
other solutions that are convenient to the situation instead of the disso-
lution of a limited liability company with two shareholders. According
to Article 3 of the Law of Enforcement, these provisions are also
applicable to limited liability companies that have been incorporated
and to the lawsuits that were initiated during the Former TCC. The
continuity of companies is important not only for the self-dynamism of
the company, but also for the commercial life. During the Former TCC,
the dissolution of a company was the only remedy offered to limited
liability companies where there existed discrepancies among its share-
holders. This remedy was deficient and did not serve the purpose. The
TCC changed this system and filled the gaps. The Court of Cassation
followed this approach in its new decisions and contributes to the
establishment of new regulations brought by the TCC.
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NEWSLETTER 2014