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Dear Sirs,
we are dealing with a joint venture agreement, and we would like to verify some aspects of Turkish law. In particular, is it true that:
1) according to Turkish Commercial Code, extraordinary decisions (conversion, merger or spin-off or other corporate restructuring measures; sales or purchase of assets outside the ordinary course of business; decision on change of the articles of association) shall require the UNANIMOUS approval? What is the relevant article? And - btw - is it possible to get an English translation of that code?
2) according to Turkish laws, general meetings must be held in Turkey?
Thank you in advance for your help.
Best regards,
simona
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Dear Konuk,
First of all, it should be clarifed in advance that the "joint ventures" has not been regulated expressly by the Turkish Law. However, The Supreme Court, has deemed the joint ventures, in its several decisions, as ordinary (unlimited) partnerships."Ordinary partnership" is regulated by the Turkish Code of Obligaions(TCO). So your inquiries should be replied in line with this assumption.
1.Yes, extraordinary(corporate) decisions, such as the ones you have mentioned, of an unlimited partnership should be taken unanimously.(TCO, Art.524) But, this rule is not mandatory and can be altered by the articles of association, or by a unanimous decision of all the existing partners , as the a majority(as per partners count, but not per capital) vote of all should be adequate.
2.No, there is not such a requisite for general meetings.
Regards