is this information correct? "Let’s consider a scenario where a company has three partners. If the combined shares of the two junior partners exceed those of the major partner, these junior partners can unite and make decisions in the company, even against the wishes of the partner with the largest share. This is possible as long as the total shares of the two junior partners make up more than fifty percent of the company’s shares.
However, there is an exception to this situation. It is possible to impose certain restrictions by adding special articles to the company’s articles of association. For instance, it may be specified that unanimous consent is required for taking loans or certain powers may be delegated to a single manager. Additionally, in joint stock companies, shares may have been secretly distributed to anonymous individuals. For example, when the company was established, some shares belonging to the partners may have been sold to third parties without the knowledge of the major partner. The small shares held by these third parties can sometimes influence voting decisions, even though they have a minority stake.
It is possible for a partner who initially held 51% of the shares when the company was established to have their shares secretly taken away through various methods. This holds true in every country. For instance, junior partners can increase the company’s capital without the knowledge of the major partner and subsequently double their own shares, thereby diminishing the major partner’s stake. Without any articles of association that restrict or limit such situations, almost anything can be done. Even changing the company’s articles of association should only be possible with the consent of all partners. Otherwise, certain partners may modify the articles of association without the knowledge of others, rendering the original rules invalid.
To determine if such actions have taken place, one would need to visit the Trade Registry Office and inquire. In essence, through legal tricks and methods, a small partner with a 1% share can technically seize control from a major partner holding a 99% share. This is why the company’s articles of association hold significant importance.
If you have any further questions or need clarification, feel free to ask!
So, to make a long story short, it is possible to create and write special rules in a company’s articles of association. Or, it may be possible to take out a loan without the knowledge of the partner who has a large share, by adding or subtracting unwritten rules later. Bankers sometimes ignore these risks, sometimes they become more questioning.
For this reason, share majority is not the only thing that determines the decision-making process in a company. It may be possible to do anything by adding or removing special rules to the company’s articles of association. Sometimes, even if the company’s articles of association are written very successfully and very securely, sometimes fraudulent partners with small shares and authority,
They can make a decision by holding a general assembly meeting of the company without informing the major partner and by signing a fake signature in place of the major partner. Even though the grand partner does not attend the general assembly meeting, they can present it as if he did. So anything is possible with so many scenarios"