TTK No. 6102 Article 445-451 regulates the right to file an annulment lawsuit against the general assembly decisions taken in joint stock companies. This is a critical mechanism for protecting partners and board members.
Reasons for Cancellation (TTK article 445)
- Illegality
- Violation of the articles of association
- Violation of the rules of integrity
Those who may be plaintiffs
- Shareholders who attended the general assembly and voted against and recorded this in the minutes
- Shareholders who were not invited to the general assembly or whose agenda was not informed
- Board of directors
- Each member of the board of directors (if there is personal liability arising from the execution of the decision)
Right Limitation Period (TTK Article 446)
A lawsuit must be filed within 3 months from the date of the decision.
Butlan (Absolute Invalidity) (TTK article 447)
The following decisions are null and void and can be invoked at any time, regardless of the time limit:
- Eliminates or limits the fundamental rights of the shareholder
- Contrary to the principle of preservation of capital
- Contrary to the basic structure of a joint stock company
- Limiting shareholders' rights to obtain information, audit and review
Injunction
The court may decide to suspend the execution of the decision during the hearing of the case (TTK art. 449).
Supreme Court 11th HD Approach
The 11th Chamber of the Supreme Court of Appeals emphasizes that it is not necessary for the plaintiff to be harmed in order to annul the decisions of the general assembly, and that it is sufficient to determine that the decision is unlawful. It also accepts that decisions taken without complying with the meeting call procedure constitute grounds for cancellation.
Jurisdictional and Competent Court
- Officer: Commercial Court of First Instance
- Authority:The court where the company headquarters is located
Company law cases require knowledge of technical legislation; commercial law lawyer support is essential.