Master'sOpen Access

Amendment of the limited liability company agreement

2024
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Advisor: Dr. Öğr. Üyesi Murat Türe

Abstract (EN)

The limited liability company agreement is an important document for the company, its shareholders and third parties who have a relationship with the company. The articles of association in the limited liability company agreement must contain at least the mandatory elements required by law to be included in the company agreement. In addition to these mandatory elements, the articles of association may also include optional articles of association that are not mandatory in relation to certain issues as stipulated by law. It is possible to amend these provisions in the company agreement within certain needs. Amendment of the limited liability company agreement is regulated under the second section of the sixth part of the TCC No. 6102, where the limited liability company is regulated, under the heading of "amendment of the company agreement" in Articles 589-592 of the TCC. Articles 589-592 of the TCC regulate the amendment of the articles of association in general, and then regulate the increase of the share capital and decrease of the share capital, which are considered as special amendments. Although the TCC regulates the amendments to the articles of association as a separate section, other articles of the TCC also regulate the amendments to the articles of association. Article 589 of the TCC stipulates that the articles of association may be amended by the decision of the shareholders representing two thirds of the share capital. This majority is not the majority of the share capital, but the majority of the shareholders. Article 589 of the TCC also reserves Article 621 of the TCC and stipulates that the quorum stipulated in Article 621 of the TCC shall be applied for the decisions considered as important decisions under Article 621 of the TCC, which have the nature of amendments to the articles of association. The second paragraph of Article 589 of the TCC stipulates that any amendment to the articles of association shall be registered and announced. Article 590 of the TCC regulates the increase of the share capital. The increase of the share capital regulated under Article 590 of the TCC is possible by complying with the provisions regarding the establishment, in particular by complying with the rules regarding the placement of the share capital in cash and the acquisition of an enterprise and cash. TCC 592. Article 592 of the TCC stipulates that the provisions relating to joint stock companies shall be applied to limited liability companies by analogy. In addition, Article 592 of the TCC stipulates that the additional payment obligations, if stipulated in the reduction of the share capital for the purpose of improving the insolvent balance sheet, must be fully paid before the reduction of the share capital. Keywords: Limited liability company, Articles of Association, Amendment of Articles of Association, Capital Increase, Capital Decrease

Author

Dr. Yusuf Çelik

How to Cite

Yusuf Çelik (Master Thesis). Amendment of the limited liability company agreement, 2024, Akdeniz University.

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