Comparison of articles of association in incorporated company and limited companies

A company is a legal entity established by contract where one or more persons come together for a common commercial purpose and combine their labor/capital for this purpose. A basic contract is needed for the company to be organized and to act in line with its purpose. Although the term company contract is used as the upper title in the provision of Article 135 of the Turkish Commercial Code for the basic contract, it is terminologically more appropriate to use the term 'partnership agreement' expressed in the justification of the article. Currently, the partnership agreement corresponds to the company agreement for limited companies and the articles of association for joint stock companies. The principle of mandatory provisions, which entered our law with the Turkish Commercial Code No. 6102, causes the company and its articles of association to be limited in terms of content. Due to this principle, which is defined as the 'Steel Corset' in the doctrine, the founders cannot add the provisions they wish to the articles of association and company agreements, which are the constitution of the company, and the template agreements in practice cannot provide solutions to the difficulties faced by joint stock and limited companies in commercial life. In terms of the content of the articles of association, the provision of TCC article 339 and the provision of TCC article 354 need to be reconsidered. In this way, the distinction between mandatory records and compulsory records subject to foreseen conditions should be made clearly in the law, thus going beyond contradictions and limited foreseen records. In this study, it is concluded that the term partnership agreement should be used as a top heading instead of company agreements, that the principle of mandatory provisions limiting the content of the articles of association and the company agreement should be abolished in terms of limited companies and joint stock companies that are not open to the public, and that the records that can be added to the content in terms of the articles of association should be rearranged in the law. The differences and similarities between the contract and the company agreement have been revealed.