Background
The underlying dispute stemmed from a shareholder-expulsion lawsuit brought before the Ankara 6th Commercial Court of First Instance (Case No. 2022/496). By interim order dated 28 December 2022, that court appointed two management trustees — a lawyer and a financial adviser — to run the company until a final judgment was rendered, and simultaneously suspended the authority of the board chairman. The appointment was registered in the Trade Registry Gazette in accordance with the court’s notification.
On 16–18 September 2024 the 6th Court issued its final decision (No. 2024/476), rejecting the claims of both sides. Before any court-issued instruction was sent to the Ankara Trade Registry, a minority shareholder (who held no management authority) submitted the court documents directly to the Registry. On 27 September 2024, the Registry published an announcement in the Trade Registry Gazette (No. 11174) stating that the management trustees’ service had ended. The founding shareholder who had originally brought the expulsion case challenged this registry entry before the Ankara 11th Commercial Court, arguing that the applicant lacked the statutory authority to file trade-registry applications (Turkish Commercial Code Art. 28; Trade Registry Regulation Art. 22), and that under Civil Procedure Code (HMK) Art. 397 the interim injunction — including the trustee appointment — remained in effect until the final judgment became res judicata, which it had not yet done because both parties had filed appeals.
The 11th Commercial Court upheld the challenge and ordered (i) correction of the 27 September 2024 registry entry and (ii) publication in the Trade Registry Gazette that the trustees’ service continued until the final judgment became final. Both parties in that proceeding then waived their appeal rights, causing the decision to become final on 14 October 2024. The shareholder who had originally applied to the Registry (and whose application was thus annulled) filed a motion with the 11th Court to correct and vacate its decision, contending that the 6th Court had issued a supplementary decision on 30 September 2024 confirming the trustees’ service had already ended, that this supplementary decision had not been uploaded to the UYAP court-information system and was concealed from the 11th Court, that the 11th Court had decided on 9 October 2024 before the 6th Court’s documents even arrived (on 11 October 2024), and that the 11th Court had usurped the exclusive jurisdiction of the 6th Court — the only tribunal empowered to appoint or remove the trustees it had itself appointed. The 11th Court denied the motion by supplementary decision dated 25 November 2024, ruling that the final decision was already res judicata and that the movant was not a party to the case. The shareholder then appealed that supplementary decision to the Ankara Regional Court of Appeals.
The Court’s Holding
The Ankara Regional Court of Appeals, 21st Civil Chamber, affirmed the lower court’s supplementary decision and dismissed the appeal on the merits under HMK Art. 353(1)(b)(1). The appellate panel focused its analysis on the procedural standing of the appellant: although the appellant was a 50% shareholder of the company, he held no authorized-representative status (yetkili sıfatı) within the company’s governance structure. He had not been a party to the underlying trade-registry objection proceedings, and the decision — which corrected a registry entry and required re-publication of the trustees’ continuing mandate — did not directly affect any right of his in a legally cognizable sense.
Because the appellant lacked party status and the requisite authorized capacity, the 11th Court had correctly declined to entertain his motion to correct or vacate the decision. The appellate court found no error in that reasoning. It confirmed that once a judgment becomes res judicata and the court is functus officio, only persons who were actual parties (or those whose legal rights are directly affected in a recognized procedural capacity) may seek post-judgment relief such as correction or vacation. A bare shareholder who is not a company representative does not meet that threshold.
The appellate court expressly declined to reach the substantive arguments raised on appeal — including the jurisdictional-usurpation argument, the allegation that the supplementary decision of the 6th Court was concealed from the 11th Court, and the claim that the 11th Court decided before receiving the requested documents — because the procedural deficiency in standing was dispositive. The appeal was dismissed; the appellant was ordered to pay outstanding court fees of 304.40 TL, and no attorneys’ fees were awarded because no oral hearing was held at the appellate stage.
Key Takeaways
- A shareholder who holds no management or representative authority in a joint-stock company lacks standing under TCC Art. 28 and Trade Registry Regulation Art. 22 to file trade-registry applications on behalf of that company, and equally lacks standing to seek correction or vacation of a court decision in a trade-registry objection proceeding to which the company was subject but in which he was not a named party.
- Under HMK Art. 397, an interim injunction — including a court-ordered management-trustee appointment — remains operative until the underlying final judgment itself becomes res judicata, unless the court’s decision expressly provides for earlier termination; publication of the final decision alone does not automatically dissolve the injunction.
- Post-judgment motions to correct or vacate (düzeltme ve kaldırma talebi) may only be entertained as to persons who were parties to the original proceeding or whose legally recognized rights are directly affected; a non-party intervention after the judgment becomes final will not be accepted.
- Where two commercial courts issue conflicting orders regarding the same trustee appointment, the correct remedy is to apply to the court that originally made the appointment — not to obtain a collateral correction from a separate commercial court — because the appointing court retains exclusive jurisdiction over the scope and termination of the trusteeship.
Why It Matters
This decision reinforces two foundational principles of Turkish corporate and procedural law. First, it draws a firm line between a shareholder’s ownership interest and an authorized representative’s legal capacity to act on a company’s behalf before public registries and courts: equity participation alone confers no standing to initiate registry transactions or challenge court decisions. Second, it underscores that interim injunctions in corporate disputes — particularly trustee appointments that affect third parties and the market — cannot be informally dissolved by a unilateral registry filing; formal judicial action lifting the injunction is required, and the injunction remains in force until res judicata attaches to the underlying judgment.
For practitioners, the case is also a cautionary tale about concurrent proceedings: when a supplementary or clarificatory decision is issued by one court, it must be promptly uploaded to the UYAP system and formally transmitted to any related proceedings before another tribunal. Failure to do so may result in a second court acting on incomplete information, generating conflicting registry entries and protracted satellite litigation — precisely the situation that unfolded here, where the company’s governance was left in a state of uncertainty by two contradictory registry publications.