What can be done if the Board of Directors resigns or does not meet in joint stock companies ?

What can be done if the Board of Directors resigns or does not meet in joint stock companies?

The resignation of the member of the board of directors, dismissal of the member or termination of his / her term of duty is one of the reasons that end off the membership of the board of directors.The resignation of the member of the board of directors is not explicitly regulated in the Turkish Commercial Code No. 6102 (“TCC”).However, it is accepted that the resignation of the member of the board of directors is possible according to the related provisions of the proxy agremment of the Turkish Code of Obligations (“TCO. 60 no.)

Election of New Board Member

The resignation of the board member is a unilateral legal act. In other words, the resignation does not need to have to be accepted in order to give effect.However, it is not necessary for the resigning board member to give a justification.

However, the board member who resigned in an inappropriate time, will be held responsible according to the obligation of care and commitment.

As a result of the resignation of the member of the board of directors, in accordance with paragraph 1 of Article 363 of the Turkish Commercial Code, the Board of Directors temporarily elects a member of the Board of Directors who conveying legal  conditions and submits it for the approval of the first general assembly.

The way to be followed if the Joint Stock Company is out of Organs or falls below the quorum specified in the Articles of Association

The main problem with respect to resignation is the importance of the fate of the company without an organ in case of resignation of all members of the board of directors or a single member of the board of directors.

According to the article 530 of the TCC titled “Lack of Organs of company”, the company may be subject to termination as a result of the decision giveny by  court  taken by the shareholders,credidors or respective ministry.

In addition, in accordance with the TCC, the court may decide to appoint a trustee to the company.

The following steps should be taken to prevent the company from facing such situations:

In this case, the single shareholder asks the court to convene the general assembly and demands the election of the board of directors as an agenda.

We, as a law firm, provide professional services to joint stock companies.