As the Law Firm of Attorney Billur Güler Aslım, we specialize in finding solutions to the legal problems faced by joint stock companies operating in Antalya. In this article, we will examine in detail the annulment lawsuits that can be filed against the general assembly decisions of joint stock companies. Considering the complexity of the management structure and decision-making processes of joint stock companies, questioning the legal validity of general assembly decisions is a frequently encountered situation. Therefore, having detailed information on the subject is of great importance for company managers and shareholders.
What is the annulment of general assembly decisions?
In joint stock companies, the management of the company and important decisions are made by the general assembly. However, during the process of making general assembly decisions, actions contrary to legal procedure, excess of authority or unlawful decisions may be made. In such cases, the relevant shareholders or other interested persons may file a lawsuit to have the general assembly decision annulled. The purpose of the annulment lawsuit is to eliminate the legal validity of the general assembly decision that was made illegally or irregularly. As a result of the annulment of the decision, the legal consequences of the decision are eliminated and the company reconsiders the procedures related to the annulled decision.
Conditions for Filing an Annulment Suit
Certain conditions must be met for a general assembly resolution to be annulled. These conditions are determined by the Turkish Commercial Code (TTK) and relevant court decisions. First of all, the resolution must be unlawful or procedural. Unlawfulness means that the resolution is contrary to laws, regulations or general legal rules. Procedural irregularity occurs when the procedural and formal rules specified in the TCC are not followed during the resolution process.
Unlawful Decisions
Unlawful decisions include, for example, deciding to engage in activities that are contrary to the company's purpose, violating shareholders' rights, or deciding to perform prohibited transactions. For example, investing in a business that is outside the company's purpose or distributing profits unequally to shareholders may be considered unlawful decisions.
Decisions Contrary to Procedure
A non-conformity occurs when the rules specified in the TCC are not followed regarding the manner in which the general assembly is convened, the conditions for establishing a majority, and the voting procedure. For example, failure to properly announce the general assembly meeting, failure of a sufficient number of shareholders to attend the meeting, or failure to comply with the procedural rules during voting lead to a non-conformity.
Who can file an annulment case?
The authority to file a lawsuit for annulment against a general assembly resolution belongs to the shareholders, the board of directors and the auditors who are affected by the resolution. However, in order for the shareholders to file a lawsuit, the resolution must directly or indirectly harm them. The board of directors or the auditors can file a lawsuit if the resolution is against the interests of the company.
The Process of Annulment Case in Antalya
In order to annul a general assembly decision of a joint-stock company in Antalya, a lawsuit must be filed with the competent commercial court. The content of the decision requested to be annulled, the reasons for its unlawfulness or irregularity, evidence and requests must be explained in detail in the petition. The court examines the case and decides whether the decision is in accordance with the law and procedure. If the court decides to annul the decision, the legal consequences of the decision are eliminated and the company reconsiders the procedures related to the annulled decision. If it is decided not to annul the decision, the legal validity of the decision continues.
Attorney at Law Billur Güler Aslım Law Firm's Expertise
As the Law Firm of Attorney Arb. Billur Güler Aslım, we have many years of experience in annulment cases regarding general assembly decisions of joint-stock companies in Antalya. We provide legal consultancy services to our clients and ensure that the cases are carried out in the most effective way. If you are experiencing a problem with the general assembly decisions of your joint-stock company, you can contact our expert team and get detailed information. We will help you determine the most appropriate strategy by evaluating the legal processes and possible results. Remember, the right legal support is of great importance for the future of your company.
Our law firm in Antalya is here to provide you with the best service. Please do not hesitate to contact us.