Özet:

According to the Articles 340 and 579 of Turkish Commercial Code (TCC) No. 6102, the articles of association may only divert from the provisions of this Act, if it is explicitly allowed. The default provisions for the articles of association allowed by other Acts shall only have effect within the scope of that particular Act. While, it was possible as a general ruleto regulate each matter that is not explicitly prohibited by law in the articles of association, according to TCC Act No. 6762; it is required to be explicitly permitted by the Act to set forth a different provision than TCC provisions in the articles of associations of joint stock companies and limited companies, according to the Articles 340 and 579 of Act No 6102. Hence it could be deduced that under the TCC Act No 6102, “the principle of imperative provisions” is accepted instead of “freedom of contract” for corporations and limited liability companies.The principle of imperative provisions, albeit appropriate for publicly-held corporations, is not appropriate for closed type corporations and limited liability companies. By reason of the fact that one of the most important functions of the articles of associations is to establish a bridge between the ideal company type regulated under TCC and companies not falling under this type in practice. However, the principle of imperative provisions hampers this function of articles of associations and accordingly, it becomes more difficult for those companies to preserve their individual characteristics. Therefore, the issues arising from the principle of imperative provisions for closed type corporations and limited liability companies will be

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