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Annulment of General Assembly Resolutions in Joint Stock Companies

Annulment of General Assembly Resolutions in Joint Stock Companies

    The general assembly in joint stock companies is one of the most important corporate bodies through which shareholders express their will regarding the management of the company and fundamental corporate decisions. Resolutions adopted by the general assembly may have significant consequences for the company’s activities, board of directors, profit distribution, capital transactions, and shareholders’ rights.   However, not every general assembly resolution is necessarily lawful. General assembly resolutions of a joint stock company that are adopted in violation of the law, the company’s articles of association, or the principle of good faith may be annulled by a court if the conditions prescribed by law are met.   Therefore, questions such as “How can a general assembly resolution of a joint stock company be annulled?”, “How long is the limitation period for filing an action against a general assembly resolution?”, “Who can request the annulment of a general assembly resolution?” and “Which general assembly resolutions can be annulled?” are of particular importance, especially for shareholders, the board of directors, and members of the board of directors.   In this art..

Removal and Withdrawal of Shareholders in a Limited Liability Company

Removal and Withdrawal of Shareholders in a Limited Liability Company

Under Turkish law, the withdrawal or removal of a shareholder from a limited liability company does not occur merely because there is a dispute between the shareholders. For both procedures, the applicable statutory provisions, the articles of association, general assembly resolutions, and, where necessary, court proceedings must be taken into consideration. Therefore, it should not be assumed that a shareholder can withdraw from the company or be removed simply by submitting a resignation letter, adopting a shareholders’ resolution, or sending a notarized notice. For the transaction to be legally valid, it is important to determine the procedure appropriate to the circumstances of the case, examine the applicable decision-making quorums, calculate the separation payment (squeeze-out/withdrawal compensation), and properly complete the relevant trade registry procedures. This article explains the ways in which a shareholder of a limited liability company may withdraw from the company, the circumstances under which a shareholder may be removed, actions for withdrawal for just cause, legal remedies against a removal decision, and matters concerning the separation p..

Major Legislative Amendments Introduced by the Judicial Reform Package Published in the Official Gazette on 31 July 2026

Major Legislative Amendments Introduced by the Judicial Reform Package Published in the Official Gazette on 31 July 2026

Key Amendments Introduced by Law No. 7589 in Enforcement Law, Civil Procedure, Administrative Procedure, Criminal Law, and the Law of Obligations Law No. 7589, published in the Official Gazette on 31 July 2026, introduced significant amendments across various branches of the Turkish legal system. The new legislation includes substantial changes affecting the practice of enforcement and bankruptcy law, civil procedure, administrative judicial procedure, criminal procedure, the law of obligations, and notarial procedures, among other areas. Below is a summary of the amendments that are expected to have the greatest practical significance...

Fixtures (Muhdesat) and Actions for the Determination of Fixtures

Fixtures (Muhdesat) and Actions for the Determination of Fixtures

Actions for the determination of fixtures (muhdesat) are of significant importance, particularly in proceedings involving the dissolution of co-ownership (izale-i şuyu), urban transformation projects, and expropriation processes, as they serve to determine the ownership of structures or planted elements situated on immovable property. In practice, disputes frequently arise concerning the legal nature of fixtures, the concept of integral parts, the function of the declarations section in the land registry, the conditions for filing such actions, the burden of proof, and limitation periods.As Uzunpınar & Tüfek Law Firm, in this comprehensive study we examine the concept of fixtures in light of the Turkish Civil Code and the precedents of the Court of Cassation, the circumstances under which an action for the determination of fixtures may be filed, the rights and obligations of the parties, and the scope of claims based on unjust enrichment. In the field of real estate law, professional legal assistance is essential to prevent loss of rights in fixture-related disputes...

From What Date Can a Rent Determination Lawsuit Be Filed Under Article 344/3 of the Turkish Code of Obligations (TCO) If the Parties Have Executed a Supplementary Agreement on the Rent Amount?

From What Date Can a Rent Determination Lawsuit Be Filed Under Article 344/3 of the Turkish Code of Obligations (TCO) If the Parties Have Executed a Supplementary Agreement on the Rent Amount?

As Uzunpınar & Tüfek International Law Office, we provide comprehensive legal consultancy and litigation services in disputes arising from tenancy law. In particular, in rent determination lawsuits filed pursuant to Article 344/3 of the Turkish Code of Obligations, determining whether the tenancy relationship has exceeded the five-year period and assessing the effect of subsequent rent adjustment agreements on this period are of critical importance. In practice, disputes frequently arise regarding whether additional protocols or subsequently executed agreements between the parties restart the statutory five-year period. In this article, we examine the legal consequences of supplementary agreements increasing the rent amount, the circumstances under which a subsequent agreement may be considered a new lease agreement, the evaluation of comparable market rental values, and the current case law of the Court of Cassation and Regional Courts of Appeal. We also discuss from which date a rent determination action may be filed under Article 344/3 of the Turkish Code of Obligations...

What Is the Crime of Causing Zoning Pollution Under Article 184 of the Turkish Penal Code?

What Is the Crime of Causing Zoning Pollution Under Article 184 of the Turkish Penal Code?

As Uzunpınar & Tüfek International Law Office, we provide comprehensive legal consultancy and representation services in disputes arising at the intersection of criminal law and zoning and urban planning regulations. The offense of causing zoning pollution (violation of zoning regulations), which is frequently encountered in practice, may lead to serious criminal consequences for property owners, developers, contractors, and other parties involved in construction activities carried out without a permit or in violation of the approved building permit. Determining whether the offense has been committed requires a careful assessment of several factors, including the legal definition of a building, the status of construction and occupancy permits, the zoning characteristics of the relevant area, the applicability of effective remorse provisions, and the case law established by the Court of Cassation (Yargıtay). In this article, we examine in detail the elements of the offense regulated under Article 184 of the Turkish Penal Code, the concepts of perpetrator and victim, the scope of the offense, applicable sanctions, effective remorse provisions, and the circumstances under which th..

What Is a Penalty Clause in Construction Contracts? Delay, Disputes, and Legal Remedies

What Is a Penalty Clause in Construction Contracts? Delay, Disputes, and Legal Remedies

Ceza maddesi, taraflardan birinin sözleşmede belirtilen yükümlülüklerini yerine getirmemesi durumunda ödemeyi kabul ettiği önceden belirlenmiş bir tazminat miktarıdır. İnşaat sözleşmelerinde genellikle işin zamanında teslim edilmemesi veya inşaatın sözleşmesi şartlarına aykırı olarak yapılma durumlarında uygulanır...

What is an Inheritance Contract? How is it Made? Validity Requirements and Annulment

What is an Inheritance Contract? How is it Made? Validity Requirements and Annulment

An inheritance contract is a specific legal transaction through which the deceased regulates the disposition of their estate to take effect after death by means of a mutual and binding agreement, rather than a unilateral declaration of intent...

Eviction Lawsuit Due to Need

Eviction Lawsuit Due to Need

Eviction lawsuits due to need are among the important areas of dispute that require the real and sincere need of the landlord for the immovable property to be evaluated within a legal framework. If the need for housing or a workplace is not presented in accordance with procedural requirements, the process may both be prolonged and lead to loss of rights. For this reason, eviction lawsuits due to need require a careful legal approach in which statutory conditions are meticulously addressed and evidence and legal grounds are constructed accurately...

Fraudulent Inheritance Lawsuit

Fraudulent Inheritance Lawsuit

Fraudulent inheritance (muris muvazaası) lawsuits are of great importance within inheritance law for protecting the rights of heirs. These lawsuits aim to determine when the deceased’s assets were disposed of contrary to their true intent and to render transactions that resulted in unjust enrichment invalid. As Uzunpınar & Tüfek International Law Firm, our experienced team carefully manages every stage of the legal process in fraudulent inheritance lawsuits, ensuring that your heirs’ rights are fully protected...

CONTRACT LAW

CONTRACT LAW

  At Uzunpınar & Tüfek Law Firm, we provide our clients with comprehensive and reliable legal consultancy services throughout all stages of contract preparation, review, negotiation, and implementation. As Contract Law forms the foundation of both commercial and personal relations, it is of utmost importance that each contract is drafted in line with the client’s needs and legal security...

Constitutional Court’s Pilot Judgment on Additional Damages and Inflation Loss (2025)

Constitutional Court’s Pilot Judgment on Additional Damages and Inflation Loss (2025)

The pilot decision rendered by the Constitutional Court in 2025 regarding additional damages and inflation loss constitutes an important turning point in terms of protecting the real value of receivables. In an environment of high inflation, the effects of being limited solely to statutory interest on the right to property have been reassessed at the constitutional level through this decision. The said pilot decision sets forth a guiding framework both for judicial practice and for possible legislative amendments that may be made in the future...

Permission to Show the Leased Property Lawsuit

Permission to Show the Leased Property Lawsuit

Permission to Show the Leased Property lawsuits are among the special types of disputes aimed at preserving the balance of interests between the parties throughout the continuation of the lease relationship. Where the showing of the leased property to third parties for legally valid reasons such as sale or re-leasing is obstructed, the conditions under which this right may be exercised must be carefully assessed. For this reason, permission to show the leased property lawsuits constitute legal processes that must be addressed within the framework of lease-specific regulations, with due regard to the principles of proportionality and necessity...

Marriage Of Foreigners In Turkey

Marriage Of Foreigners In Turkey

The marriage of foreigners in Türkiye is a multifaceted process that gives rise to legal consequences under both Turkish law and the foreign legal systems to which the parties are subject. Legal capacity to marry, the procurement of the required documents, and the complete fulfillment of administrative procedures are of great importance for the validity of the marriage. In this respect, the marriage of foreigners in Türkiye is not limited to mere formalities but constitutes a process whose legal consequences must be carefully evaluated...

Commercial Law

Commercial Law

Uzunpınar & Tüfek International Law Firm provides strategic legal consultancy in the field of commercial law to ensure that companies and investors conduct their commercial activities in a secure sustainable and legally compliant manner From commercial contracts to corporate structuring and the resolution of commercial disputes we deliver result oriented solutions that protect our clients commercial interests at every stage We stand by your side to minimize legal risks in your commercial relationships and to establish a strong legal foundation..

Corporate Law

Corporate Law

  Corporate law goes far beyond company formation — it covers every stage from incorporation to liquidation...