Newsletter-21

49 COMMERCIAL LAW In addition to the points, above, the provisions of the articles of association with regard to the organization of the company, the rights and obligations of its bodies; in short, the abstract and general provi- sions that form the main order of the company, constitute the real, corporate, and material provisions, thereof. Moreover, the provisions that do not serve these purposes, and which are contractual in nature, are considered unreal, non-corporate and formal provisions of the articles of association. Due to the fact that the said options and rights create a contract within the articles of association, they take effect only amongst the parties and their successors. Therefore, these provi- sions can neither acquire the characteristic of an objective legal norm through incorporation in line with the TCC, Art(s). 38 and 39, nor can they be brought forward against third parties 17 . In conclusion, if phrased properly, the above rights and obli- gations are considered valid and binding with regard to the law of contracts. Further, in accordance with corporate law, it is difficult to collectively examine all these rights and options within the framework of one principle and conclude that they are incompatible. Also, there exists no case-law on this matter. Consequently, the said rights and obligations should be carefully regulated in the shareholders’ agree- ments and the articles of associations, and they should be phrased in the most clearest manner in consideration of various criteria. 17 Moroğlu Erdoğan, Anonim Ortaklık Anasözleşmesi ve Hukuki Niteliği (Anasözleşme), Makaleler II, Istanbul 2006, p. 21.