Annales de la Faculté de Droit d’Istanbul
Can the Chairman of Managing Directors at a Limited Liability Company Convene the Members’ Meeting?Esra Cenkci
The convocation of members’ meetings is regulated explicitly in article 617 of TCC. Accordingly, the managing directors convene the members’ meetings (TCC 617/1). Provisions regarding the corporations on the convocation also apply to limited liability companies by analogy (TCC 617/3). Therefore, if there is more than one director, the convocation decision is made in accordance with the decision-making principles of the board (TCC 624/3). On the other hand, according to article 624/2 of TCC, “The chairman or sole managing director is also authorized to make all explanations and announcements, unless a decision is taken in a different direction at the members’ meeting or a different regulation is foreseen in the articles of incorporation, as in the case of convocation and the conduct of members’ meeting.” The present study discusses whether the chairman is entitled by article 624/2 of TCC to make a convocation decision. If not, what are the scope and the nature of power given to the chairman by this provision? Moreover, it is also discussed whether the chairman can be entitled to decide on convocation with the articles of incorporation in the context of the delegation of power and the principles of mandatory provisions.