Limitations On Voting Rights Of Shareholders

I. Introduction

In principle, shareholders of limited liability companies ("LLC") have the right to vote on the issues being discussed during the general assembly meetings and such right is indispensable. On the other hand, Turkish Commercial Code No.6102 ("TCC") sets forth certain limitations on voting rights of the shareholders to prevent any impartiality, especially in cases where certain shareholders may not be able to prioritize the interests of the LLC and may value their own benefit. With this article, we aim to provide the instances where the shareholders of an LLC may be prohibited from using their voting rights.

II. Limitations on Voting Rights

The general rule under Article 447/1(a) of the TCC is that each shareholder of an LLC has the right to vote and such right cannot be taken away by any means. In this respect, voting rights of the shareholders are calculated in accordance with the nominal value of their share capital and one voting right is equal