SSS · Partner Balance Agreements

Can a shareholders’ agreement conflict with the articles of association?

Up to a point, because the two work on different legal planes. Under the Turkish Commercial Code (No. 6102) the articles of association are the corporate text: registered, published, and ef…

Updated · July 20261 min readCategory · Partner Balance Agreements
Short answer

The two operate on different planes: provisions capable of registration go into the articles of association, while relational commitments are written into the shareholders’ agreement. We structure this division of labour deliberately.

Up to a point, because the two work on different legal planes. Under the Turkish Commercial Code (No. 6102) the articles of association are the corporate text: registered, published, and effective against the company and against third parties. A shareholders’ agreement is a contract under the law of obligations and binds only the partners who signed it.

That is why the division of labour is worth setting deliberately. Anything subject to registration or to the mandatory rules of company law — capital, the structure of the organs, classes of shares, general assembly majorities — belongs in the articles. Relational undertakings between the partners — voting agreements, entry and exit, pre-emption rights, drag-along and tag-along — belong in the shareholders’ agreement. The agreement cannot contradict a mandatory provision: where it does, it cannot be raised against the company at all and produces only a claim in damages between the parties. Deciding the split consciously is what tells you, later, which document governs which dispute.

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