NEWSLETTER-2020-metin

23 COMMERCIAL LAW out based on such resolution, retroactively, and the resolution shall have no effect on the company, shareholders, or creditors 16 . Conclusion Boards of directors’ resolutions that are in serious breach of the law and missing conditions of validity are considered to be null and void in accordance with the general provisions, although their constit- uent elements have been established. Article 391 of the TCC clearly establishes that a lawsuit can be initiated for determination of nullity, and lists examples of cases for nullity. Accordingly, resolutions of the boards of directors shall be rendered null and void, especially if they (i) contradict the principle of equal treatment, (ii) do not comply with the basic structure of a joint stock company or do not maintain the principle of protection of capital, (iii) violate the rights of sharehold- ers, especially which are of indispensable nature, or restrict or make difficult the exercise of the same, and (iv) are within the scope of non- delegable authorities of other bodies, and are relevant to the transfer of such authorities. These examples are not exhaustively listed and may be duplicated. A lawsuit for the determination of nullity may be filed by anyone with a legitimate interest, without being subject to any time limit. A resolution determined to be null and void shall be deemed invalid ex tunc , and shall have no effect on the company, shareholders, or creditors. 16 Üçışık , p. 64.