Board of directors of limited liability companies and nullity of decisions made by board of directors

A limited liability company is a commercial company established by one or more real or legal persons, with a predetermined capital and a trade name consisting of the total amount of its capital shares. According to Article 573/3 of the Turkish Commercial Code No. 6102, a limited liability company's purpose and subject matter must not be legally prohibited for it to be established. Limited liability companies acquire legal personality upon registration with the trade registry. Limited liability companies have two organs: the general assembly, consisting of all partners of the company, and the board of directors, consisting of directors to be determined by the articles of association or appointed by the general assembly. According to the TCC No. 6102, it is mandatory for these organs to exist together. The TCC No. 6102 includes provisions regarding the annulment of decisions taken by the directors of a limited liability company. In this context; decisions made by the board of directors that violate the principle of equal treatment, are not compatible with the essential structure of the limited liability company, disregard the principle of capital maintenance, infringe upon the rights of the partners, or fall within the non-transferable powers of the company's organs will be null and void. The invalidity of the decisions means that these decisions do not create any legal effect from the very beginning and anyone with legal interest can file a lawsuit for the annulment of these decisions without being subject to any time limit.