Limited Şirket Sözleşmesinde Zorunlu Kayıtların Düzenlenmesi

The articles of association of limited liability company is regarded as the constitution of limited liability company. The articles of association is a very significant source in the law of limited liability company. In the articles of association, there are two different fundamental types of clauses that reveal their effects on the company law. One of them is mandatory clauses, which is also the subject of our study, that must be included in the company contract pursuant to article 576 Turkish Commercial Code (TCC), whereas the other is discretionary clauses that are addressed in article 577 and various other provisions of the TCC, the validity of which is subject to their being placed in the memorandum of association. As in the Turkish law of limited companies, mandatory clauses that must be included in the articles of association can be found in the Swiss, German, and Austrian law of limited companies. Absolute mandatory clauses are the ones that are listed in article 776 of IsvBK in Swiss Law, article § 3/f. 1 of AGmbHG in German Law and § 4/f. 1 of AvGmbHG in Austrian Law. These clauses constitute the minimum content of the articles of association of limited liability company. In this study, the question of how mandatory clauses that must be included in the articles of association of limited liability companies could be designed in the articles of association is addressed in detail.