NEWSLETTER-2019-metin

30 NEWSLETTER 2019 Wholesale of a Significant Amount of Company Asset* Att. Ozgur Kocabasoglu Introduction Article 408(2)(f) of the Turkish Commercial Code (“TCC”) numbered 6102, governs that “wholesale of a significant amount of company asset” falls under the exclusive and unassignable duties and powers of the general assembly of the shareholders. The mentioned Article created much controversy, both amongst the doctrine and in practice. Below, it is aimed to summarize the controversial issues in doctrine, under five sub-headings. What is to understand from a Significant Amount, Company Asset and Wholesale Significant Amount There is no specification under the TCC regarding what is a sig- nificant amount or how it would be assessed. The Court of Cassation, during the former Turkish Commercial Code (fTCC) numbered 6762, ruled that a resolution by the assembly of shareholders is required, instead of the authorized executive to represent, when it is the only asset that the company owns, or is of crucial importance, for the con- tinuity of the company 1 . Although no specific criterion regarding the significant amount is suggested, it is stated in the doctrine that a trans- fer of movable and immovable properties, industrial properties, such as trademarks and patents among company’s assets, may preclude the company from continuing its performance 2 . It is disputed whether the * Article of October 2019 1 11. CC, E. 2005/1362, K. 2006/1253, 13.02.2006. 2 Özdamar, Mehmet : “ Anonim Ortaklığın Sahip Olduğu Malvarlığının Yönetim Kurulu Tarafından Topluca Devredilmesi ”, Selçuk Üniversitesi Hukuk Fakültesi Dergisi, V. 14, No. 2, 2006, p. 104, https://dergipark.org.tr/tr/download/article-