The effect of principle of mandatory norms to the articles of association in joint stock companies

Articles of association have utmost importance for both founders and partners; since it constitutes the first step in order to establish a company and determines the significant matters. The first part of our study examines the importance and functions of articles of association, doctrinal opinions on its legal character along with the Supreme Court decisions. When interpreting the articles of association, the most important issue is to bear in mind the principle of mandatory norms which is stipulated in Turkish Commercial Code numbered 6102, Article 340. According to this principle, in order to distinct from the provisions of law, an express permission shall be given in the related article. With the adoption of this principle, the rule of "each matter may be arranged unless otherwise prohibited" has been repealed and principle of mandatory norms has superseded freedom of contract in the context of articles of association. In this regard, having an ambiguous meaning, also advantages and disadvantages throw this principle into question. All these scholarly disputes, doctrinal approaches and our assessments take part in the second section of our study. After examination and evaluation of principle of mandatory norms, the third part of our study examines the articles of association with its elements. Doctrinal opinions, problems in practice and regulations in comparative law are discussed thoroughly.