Author: Helin Akbulut
Introduction
The dissolution of a company is a specific type of dissolution, which results in the cancellation of the legal personality which was gained by registration at incorporation. The specific proceeding which leads to the dissolution, and thus, the termination of a company upon the constitutive decision of the court, is regulated separate but almost identical provisions for joint stock companies and limited liability companies under the Turkish Commercial Code numbered 6102 (“TCC”).
The subject of this article is the lawsuit for dissolution of companies for just cause, which is applicable for both joint stock companies and limited liability companies. First of all, the legal framework will be explained alongside with scholars’ contributions on the issue. Finally, a rather recent decision of the 11th Civil Chamber of the Court of Cassation, dated February 2022, will be examined.
Legislation Regarding Dissolution Proceedings against a Company
During the transition from repealed Turkish Commercial Code No. 6762 (“rTCC”) to the TCC, the lawsuit for dissolution of the company for just cause was introduced under Article 531 of the TCC for joint stock companies, and under Article 636/3 of the TCC for limited liability companies. The common feature of both articles is to strengthen the position of the minority shareholder, who would be the plaintiff of the dissolution lawsuit, against the majority shareholders. As a right granted to the minority in joint stock companies, it is one of the provisions of the TCC to protect the rights of minority shareholders. In limited liability companies, each partner has the right to file a lawsuit for dissolution for just cause.
