NEWSLETTER-2019-metin

19 COMMERCIAL LAW Lack of Mandatory Bodies in Joint Stock Companies* Att. Ecem Cetinyilmaz Introduction Article 530 of Turkish Commercial Code No. 6102 1 (“TCC”) regulates the cases where, for a lengthy period of time, one of the company bodies that is mandatory by law does not exist, or where the general assembly fails to convene, and provides for the termina- tion of the company unless such situation is brought in compliance with the law. Although said Article has been inspired by Article 435 of the former Turkish Commercial Code (“fTCC”), it introduces several changes. This Newsletter addresses the discussions as to which situa- tions company bodies shall be deemed non-existent, what the notion of lengthy period of time means, who could be entitled to file the subject lawsuit, and what authorities could be exercised by the court in such cases. Lack of Mandatory Bodies When the lack of mandatory bodies of joint stock companies is in question, the first body that comes into mind is certainly the board of directors. One could accept that the management body is not existent if a new board of directors has not been elected, although the term of the former board has expired, if the board has become vacant through resignation of the members and it is not possible to fill the vacancy, or although existent, if the board of directors cannot duly hold a meeting, or cannot meet at all 2 . When the term of the board of directors ex- pires, and until new members are elected, its duties continue, limited to the purpose of conducting the then-current works; however, this is applicable for a certain period of time: when the waiting period * Article of April 2019 1 TCC (OG, 14.02.2011, No. 27846) entered into force on 01.07.2012. 2 Preamble of Article 530 of the TCC.