Akademik Veri Yönetim Sistemi
ISTANBUL HUKUK MECMUASI, cilt.84, sa.1, ss.68-100, 2026 (ESCI, TRDizin)
Under the Turkish Commercial Code ("TCC"), capital increase resolutions in joint stock companies are adopted by the general assembly in the principal capital system, and by the board of directors in the registered capital system. The annulment of general assembly resolutions is regulated under TCC Articles 445 et seq. Pursuant to Article 460/5, which refers to Article 445, the annulment of board of directors' resolutions on capital increases in the registered capital system is also exceptionally envisaged. The grounds for annulment are classified as non certain remedial measures designed to safeguard compliance of capital increase resolutions with the principle of good faith. Finally, the scope of judicial review in annulment proceedings concerning capital increase resolutions will be discussed. Particular attention will be paid to whether such review transgresses the boundaries of an expediency review. The study will conclude with observations and recommendations on howjudicial review in this context ought to be conducted.