Can the Chairman of Managing Directors at a Limited Liability Company Convene the Members’ Meeting?

Esra Cenkci

Article Details

Can the Chairman of Managing Directors at a Limited Liability Company Convene the Members’ Meeting?

Authors:

Esra Cenkci

Publisher:

Istanbul University

Main Topics:

Law in Context

Journal:

Annales de la Faculté de Droit d’Istanbul Issue 72, pp.13-29

Document Type:

Article

Publication Date:

5/2023

Document Language:

English

Document ID (Org No.):

2001290002

pISSN:

0578-9745

Keywords:

Abstract:

 The convocation of members meetings is regulated explicitly in article 617 of TCC. Accordingly, the managing directors convene the members meetings TCC 6171. Provisions regarding the corporations on the convocation also apply to limited liability companies by analogy TCC 6173. Therefore, if there is more than one director, the convocation decision is made in accordance with the decision-making principles of the board TCC 6243. On the other hand, according to article 6242 of TCC, The chairman or sole managing director is also authorized to make all explanations and announcements, unless a decision is taken in a different direction at the members meeting or a different regulation is foreseen in the articles of incorporation, as in the case of convocation and the conduct of members meeting. The present study discusses whether the chairman is entitled by article 6242 of TCC to make a convocation decision. If not, what are the scope and the nature of power given to the chairman by this provision? Moreover, it is also discussed whether the chairman can be entitled to decide on convocation with the articles of incorporation in the context of the delegation of power and the principles of mandatory provisions.

 The convocation of members meetings is regulated explicitly in article 617 of TCC. Accordingly, the managing directors convene the members meetings TCC 6171. Provisions regarding the corporations on the convocation also apply to limited liability companies by analogy TCC 6173. Therefore, if there is more than one director, the convocation decision is made in accordance with the decision-making principles of the board TCC 6243. On the other hand, according to article 6242 of TCC, The chairman or sole managing director is also authorized to make all explanations and announcements, unless a decision is taken in a different direction at the members meeting or a different regulation is foreseen in the articles of incorporation, as in the case of convocation and the conduct of members meeting. The present study discusses whether the chairman is entitled by article 6242 of TCC to make a convocation decision. If not, what are the scope and the nature of power given to the chairman by this provision? Moreover, it is also discussed whether the chairman can be entitled to decide on convocation with the articles of incorporation in the context of the delegation of power and the principles of mandatory provisions.

 The convocation of members meetings is regulated explicitly in article 617 of TCC. Accordingly, the managing directors convene the members meetings TCC 6171. Provisions regarding the corporations on the convocation also apply to limited liability companies by analogy TCC 6173. Therefore, if there is more than one director, the convocation decision is made in accordance with the decision-making principles of the board TCC 6243. On the other hand, according to article 6242 of TCC, The chairman or sole managing director is also authorized to make all explanations and announcements, unless a decision is taken in a different direction at the members meeting or a different regulation is foreseen in the articles of incorporation, as in the case of convocation and the conduct of members meeting. The present study discusses whether the chairman is entitled by article 6242 of TCC to make a convocation decision. If not, what are the scope and the nature of power given to the chairman by this provision? Moreover, it is also discussed whether the chairman can be entitled to decide on convocation with the articles of incorporation in the context of the delegation of power and the principles of mandatory provisions.

 The convocation of members meetings is regulated explicitly in article 617 of TCC. Accordingly, the managing directors convene the members meetings TCC 6171. Provisions regarding the corporations on the convocation also apply to limited liability companies by analogy TCC 6173. Therefore, if there is more than one director, the convocation decision is made in accordance with the decision-making principles of the board TCC 6243. On the other hand, according to article 6242 of TCC, The chairman or sole managing director is also authorized to make all explanations and announcements, unless a decision is taken in a different direction at the members meeting or a different regulation is foreseen in the articles of incorporation, as in the case of convocation and the conduct of members meeting. The present study discusses whether the chairman is entitled by article 6242 of TCC to make a convocation decision. If not, what are the scope and the nature of power given to the chairman by this provision? Moreover, it is also discussed whether the chairman can be entitled to decide on convocation with the articles of incorporation in the context of the delegation of power and the principles of mandatory provisions.

Article Details

Can the Chairman of Managing Directors at a Limited Liability Company Convene the Members’ Meeting?

Authors:

Esra Cenkci

Publisher:

Istanbul University

Main Topics:

Law in Context

Journal:

Annales de la Faculté de Droit d’Istanbul Issue 72, pp.13-29

Document Type:

Article

Publication Date:

5/2023

Document Language:

English

Document ID (Org No.):

2001290002

pISSN:

0578-9745

Limited Liability Company

Members’ meeting

Managing directors

Chairman

Power to Convene

Issues

Article Details

Can the Chairman of Managing Directors at a Limited Liability Company Convene the Members’ Meeting?

Authors: Esra Cenkci

Publisher: Istanbul University

Main Topics: Law in Context

Journal: Annales de la Faculté de Droit d’Istanbul Issue 72, pp.13-29

Document Type: Article

Publication Date: 5/2023

Document Language: English

Document ID (Org No.): 2001290002

pISSN: 0578-9745

Limited Liability Company

Members’ meeting

Managing directors

Chairman

Power to Convene

Issues

Authors:

Esra Cenkci

Publisher:

Istanbul University

Main Topics:

Law in Context

Journal:

Annales de la Faculté de Droit d’Istanbul Issue 72, pp.13-29

Document Type:

Article

Publication Date:

5/2023

Document Language:

English

Document ID (Org No.):

2001290002

pISSN:

0578-9745