9 COMMERCIAL LAW General Assembly Summons Lawsuits* Ceren Eke Introduction Pursuant to Turkish commercial law legislation, the ordinary general assembly in joint stock companies shall be held within three months following the end of each fiscal year.1 According to Turkish Commercial Code numbered 6102 (“TCC”), the authority (Article 410 of the TCC) and duty (Article 375 of the TCC) to convene the general assembly essentially belong to the board of directors. Such that, even if the term of the board of directors has expired, the general assembly can be summoned to a meeting.2 On the other hand, in some instances, the general assembly may be convened by other bodies and persons authorized by law. In this framework, i) an individual shareholder or, in some cases, ii) a group of minority shareholders, have the opportunity to apply to the court in order to convene the general assembly. In this article, the right of an individual shareholder to convene the general assembly with the permission of the court as per Article 410/2 of TCC, and the right of minority shareholder(s) to apply to the court to convene the general assembly as per Article 412 of TCC, are both explained. An Individual Shareholder’s Right to Convene the General Assembly Pursuant to Article 410/2 of the TCC Pursuant to Article 410/2 of the TCC, in cases where the board of directors cannot convene consistently, the meeting quorum does not exist, or cannot possibly exist, an individual shareholder may summon the general assembly for a meeting with the permission of the court. * Article of August, 2021 1 Article 409/1 of TCC; Article 7/1(a) of the General Assembly Resolution. 2 This issue, which was controversial during the period of the former Turkish Commercial Code, has been clarified in the TCC. See the preamble of Article 410.
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