NEWSLETTER-2020-metin

17 COMMERCIAL LAW Null and Void Resolutions of Boards of Directors in Joint Stock Companies* Att. Ecem Çetinyılmaz Introduction Invalidity of boards of directors’ resolutions in joint stock com- panies has been contentious, both in Turkish law, and in comparative law, for a long time. The inadequacy, or the reluctance, of the legis- lation to regulate cases of invalidity are frequently made subject to studies. Cases of invalidity may be classified as non-existence, nul- lity and annulability. The scope of this Newsletter is limited to null and void resolutions of boards of directors that have been established under Article 391 of Turkish Commercial Code No. 6102 1 (“TCC ”), and the cases of non-existence and annulability are excluded. Unlike non-existence, legal transactions that are in serious breach of the law, and missing a condition of validity, are considered to be null and void, although their constituent elements have been established 2 . Although the nullity of boards of directors’ resolutions was not clearly regulated under the repealed Turkish Commercial Code No. 6762 (“Former TCC”), it was accepted by the Supreme Court in prac- tice, and in the doctrine, that it was possible to determine nullity in accordance with the general provisions. On the other hand, the TCC explicitly regulates the request for determination of nullity by the court and lists null and void resolutions by analogy. This Newsletter discusses in which cases the resolutions of boards of directors shall be deemed null and void, those entitled to request the determination of nullity, and the method of such request. * Article of December, 2020 1 TCC (Official Gazette, 14.02.2011, No. 27846) entered into force on 01.07.2012. 2 Kırca, İsmail (Şehirali Çelik, Feyzan Hayal / Manavgat, Çağlar) : Anonim Şirketler Hukuku, C. 1, Ankara 2013, p. 513.