The will formed in the general assembly is not always beyond challenge. We address how resolutions contrary to the law, to the articles of association or to the rule of good faith are brought before the courts within the three-month preclusive period, who may bring the action, and the effects of a judgment of annulment.
The articles of association are the founding text of a joint stock company, and their amendment has not been left to an ordinary general assembly resolution. We address who holds the power to amend, the rights that limit that power, the procedure for calling the meeting and the quorums required for a resolution.
A cheque that has been stolen, lost or rendered illegible leaves its holder unable to exercise the right arising from the instrument. In this briefing note we address the action for annulment available where the instrument is lost, the institution of the prohibition on payment, who may bring the action, and the consequences of the annulment decision.
When a promissory note is stolen, lost or rendered illegible, the right in the holder’s hands becomes impossible to exercise in practice. We examine the conditions of the action for annulment available in the event of loss, the institution of the prohibition on payment, the notice periods and the consequences of the annulment decision.
The articles of association are the document in which the intention to form a joint stock company takes concrete shape and on which the order of the company is founded. We address the formal requirements, the elements the Code requires, the limits of optional provisions and the quorums required for amendment from a practitioner’s perspective.
Board membership is surrounded by a web of obligations arising from statute and from the articles of association. We examine the compensatory liability that arises where those obligations are breached with fault, the secondary liability for public debts, the effect of delegating powers, and the circumstances that bring liability to an end.
Corporate legal counsel is not confined to resolving disputes that have already arisen; its real function is to ensure that the risk never arises at all. We examine the scope of the service, its sub-specialisms, the routes to dispute resolution and the fee models from a practical standpoint.
Because a legal person cannot be sentenced, offences arising within a company are answered in the persons of its board members. We examine the limits of that liability under the Turkish Commercial Code, the Turkish Penal Code, the Tax Procedure Act, occupational health and safety legislation, and the capital markets and enforcement provisions.
A cheque is commercial paper that the legislature has made subject to strict formal rules; the absence of one of the required elements destroys the instrument’s quality as a cheque. We address the mandatory, alternative and optional elements separately under the Turkish Commercial Code No. 6102 and the Cheque Act No. 5941.
Forming a limited liability company is a chain running from the choice of trade name to registration with the tax office, and no step in it may be skipped. We address together the liability of the founders, the mandatory content of the articles of association, the documents to be filed with the registry and the chamber, and the costs of formation.
The incorporation of a joint stock company is a chain of successive transactions extending from the drafting of the articles of association to registration with the trade registry. We address the position of the founders, the capital and permission requirements, the documents to be submitted to the registry and the chamber, and the costs of incorporation.
The corporate governance principles impose on companies whose shares are traded on the exchange an obligation to have independent members on the board of directors. We examine the scope of that obligation and the stages followed in determining an independent member within the framework of the Corporate Governance Communiqué.
In commercial transactions the interest rate may be freely agreed by the parties; that freedom is not, however, unlimited. We examine the cases in which no rate has been set, the moment from which default interest begins to run, and the exceptions permitting compound interest.
In commercial disputes whose subject matter is a monetary receivable or damages, no action may be brought without first applying to a mediator. We examine which actions fall within this scope, how the process operates, what becomes of the time limits, and the sanctions for failing to attend.
Whether a document may be treated as commercial paper depends on its carrying, without omission, the formal conditions required by the Turkish Commercial Code No. 6102. We address the elements that must always appear on a promissory note, the alternative elements whose absence may be made good by other entries, and the optional clauses.
A cheque that is not presented to the drawee within its period loses its character as a negotiable instrument, and the creditor forfeits the enforcement procedure specific to negotiable instruments. From presentment periods to protest and the statute of limitations, and from the effect of force majeure to the way public holidays enter the calculation, we address the periods applicable to cheques together.
The will of a joint stock company is formed and expressed outwardly through its board of directors. We address the qualifications required for board membership, the non-transferable powers, the rights and obligations of members, the conduct of meetings, the limits of the power of representation and the procedure for delegation to delegated directors.
In continuing commercial relationships, collecting every receivable separately makes the transaction burden heavier. The current account agreement is a solution that removes that burden; we address the parties to the agreement, its form, the receivables that may be entered into the account, the stages of its operation and the limitation period.
Where the cheque of a debtor who has obtained a provisional moratorium proves to be unfunded, the answer to who bears criminal liability turns on the fate of the composition. We examine approval and refusal, the treatment of the composition as a preliminary issue and the periods for complaint in the light of the case law.
For bearer shares, once the share prices have been paid in full the certificates must be printed and notified to the Central Registry Agency. We examine the conditions of this regime introduced by Act No. 7262, the procedure to be followed and the administrative fines provided for.
A cheque left unfunded within the period for presentment exposes the drawer not only to a judicial fine but also to a ban on issuing cheques and opening cheque accounts. We examine the scope of the ban, the persons it reaches, the obligations that follow the decision and the conditions for its lifting.
A commercial enterprise may change hands as a whole, without its asset items being transferred one by one. We examine the scope of the transfer, the written form and registration requirements, liability for debts and the effect on employment relationships.
Where there are no sufficient funds in the account at the moment a cheque is presented to the bank, a process begins that has both a collection and a criminal dimension for the holder. In this note we address the periods for presentment, how the “insufficient funds” endorsement is carried out and the obligations of the bank.
