168 NEWSLETTER 2021 articles of association become objective legal norms upon registration with the trade registry. Secondly, although the arbitration clause is binding on the founders from the moment they sign the articles of association, it was unclear whether new shareholders are bound by the arbitration clause in case of a change in shareholding.2 Thirdly, different views were put forward about the majority to be sought in the general assembly for the arbitration clause to be added to the articles of association. As a rule, unless otherwise stated in the law or the articles of association, unanimous consent is not required for a general assembly resolution regarding the amendment of the articles of association. However, it may not be fair to require an ordinary majority in the general assembly for the amendment of the articles of association regarding the addition of an arbitration clause. For this reason, it was argued that it would be more appropriate to seek a qualified majority or unanimity for the amendments to the articles of association. Finally, there was also controversy surrounding the issue of whether the arbitration clause included in the articles of association imposes an obligation other than the subscribed capital on the shareholders and that this may constitute a violation of the sole obligation principle.3 However, under Swiss Law, it is generally accepted that the arbitration clause to be included in the articles of association does not affect the fundamental rights and obligations of the shareholders and does not violate the sole obligation principle.4 2 Bersheda, Tetiana: “Les clauses d’arbitrage statutaires en droit Suisse”, ASA Bulletin, V. 27 Issue 4, 2009, p. 707-708. 3 Bersheda, p. 699. 4 Bersheda, p. 705. See also Veziroğlu, Cem: “Arbitration of Corporate Law Disputes in Joint Stock Companies under Turkish Law: A Comparative Analysis”, Global Relations Forum Young Academics Program Policy Paper Series No. 9, March 2019.
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