NEWSLETTER-2019-metin

20 NEWSLETTER 2019 extends beyond reasonable levels, the body should be deemed to be non-existent 3 . Whether or not the auditor in companies that are subject to in- dependent audit, or the committee for early detection of risks in the listed companies, are company bodies is an issue worth consideration. In the legal doctrine, it is stated that mandatory bodies are the board of directors and the general assembly 4 . On the other hand, bodies other than the foregoing are not within the scope of Article 530 as their formation is not mandatory by law, and their absence does not affect the corporate structure 5 . This is because auditing is a function in joint stock companies, failure to elect an auditor is not explicitly regulated as grounds for termination and, similarly, the committee for early de- tection of risks is not a mandatory body, the lack of, or non-convention of which would cause the termination of the company 6 . General Assembly’s Failure to Convene General assembly’s failure to convene may be due to the failure of convocation of the meeting by the competent bodies, as well as due to the lack of quora required by law, or by the articles of association in a duly convoked meeting. What is important in consequence is such body’s failure to convene as an assembly. Notion of Lengthy Period of Time In order for the court to rule for the termination of a company as regulated under Article 530 of the TCC, cases where one of the mandatory bodies does not exist, or where the general assembly fails to convene, must be of a continuing nature. The aim to include the condition of lengthy period of time, which was not included under the fTCC, is to prevent those who have the right of action from immedi- 3 Pulaşlı, Hasan : 6102 Sayılı Türk Ticaret Kanuna Göre Şirketler Hukuku Şerhi, V. II, Ankara 2011, p. 1786. 4 Pulaşlı , s. 1785; Karahan/Bozgeyik : Şirketler Hukuku, 1 st ed., Konya 2012, p. 648. 5 Tekinalp/Poroy/Çamoğlu : Ortaklıklar Hukuku II, Updated 13th ed., Istanbul 2017, p. 337. 6 Karahan/Bozgeyik , p. 648.

RkJQdWJsaXNoZXIy MjUzNjE=