The articles of association of limited liability company

Limited liability company first appeared in Germany in 1892 without having any historical model adopted as a precedent. Initially, it was designed to be an intermediate form between companies limited by shares, which are pure capital companies, and the general partnerships, which are natural persons companies. It was incorporated into Turkish law from the French model in 1926. In both Turkish law and comparative law, limited liability company, despite partly maintaining its intermediary feature, has been brought closer to companies limited by shares. This is clearer in Turkish law. Indeed, the Turkish Commercial Code No. 6102 adopted the principle of mandatory provisions and abandoned the natural organ principle. The function of limited liability companies in the Turkish economy is quite significant as they are the most chosen commercial companies in the country. The following reasons play an important role in this preference: the responsibility regime that governs limited liability companies, the easier establishment of limited liability companies compared to companies limited by shares, and the opportunity to create the company contract in a freer manner. The subject matter of this study is the company contract of limited liability company, which could be regarded as the constitution of the company. The company contract forms the basis of the limited liability company and enables its establishment. The contract presents a dual nature since it is both an organizational contract that shapes the organization of the company and a debt contract that creates rights and obligations for its members. In this study, the company contract of limited liability company is addressed in a holistic manner. The main subject of this study is how the content of the company contract may be created in the light of the principles of commercial law, particularly the principle of mandatory provisions. To this aim, fundamental principles of limited liability company and company contract are first presented, and necessary explanations are made for each clause in the light of mandatory provisions. In addition, issues that are directly related to the company contract such as amendment and interpretation of the contract are also included in the study. Keywords: Limited Liability Company, articles of association, ğrinciple of mandatory norms, Company Law