Dergiler / Ankara Barosu Dergisi / 2018 / Cilt: 76 - Sayı: 3
Limited Şirketlerde Ortakların Şirkete Karşı Bağlılık Yükümlülüğü
- Sayfa
- 23–54
- DOI
- —
Özet
Limited şirketlerde ortakların şirkete karşı bağlılık yükümlülüğü, dürüstlük kuralı
Abstract
The obligation of loyalty of partners to the company–that was already relevantfor limited liability companies due to both the principle of utmost good faithand the element of affectio societatis existing in every company relationship–isexplicitly regulated in Art. 613 of the Turkish Commercial Code numbered6102. The aforesaid provision regulates the three aspects of obligation of loyalty,namely the confidentiality obligation, the obligation to avoid transactionsdamaging the company and the non-competition rule. The provision regulatesthe confidentiality obligation in a mandatory way, whereas the obligation toavoid transactions damaging the company has a dispensable character. Contraryto these two obligations, the non- competition rule is to be stipulated by theArticles of Association. In this study, the legal basis and the scope of the obligationof loyalty will be evaluated and the probable sanctions to be imposed byinfringement of the obligation will be analyzed.