Mülki Məcəllənin MMC ilə Bağlı Müddəalar

Nicat Ramazanov  və Əvəz Mustafayev (Qafqaz Unversiteti Hüququ Fakultəsi)

I. Giriş

MMC praktikada ən geniş yayılmış şirkətlərdən biridir.  Tarixçəsinə baxdığımız zaman ilk dəfə 1892-ci ildə Almanyada ortaya çıxmışdır və daha sonra bütün dünyaya yayılmışdır. MMC-in yaranma səbəbi, o zaman Almanyanın müstəmləkə siyasətində aparıcı dövlətlərdən geri qalmamaq və müstəmləkələrlə ticarət payını saxlamaq və artırmaq üçün həm şəxs, həm də sərmayə xarakterli şirkətlərə ehtiyacının yaranması idi.

MMC şəxs şirkətimi yoxsa, sərmayə şirkəti olduğu mövzusu mübahisəlidir. Ortaqların məsuliyyətinin SC-ində olduğu kimi məhdud olmasını nəzərə alsaq, onun daha çox sərmayə şirkəti olduğu qənatinə gəlməliyik. Digər tərəfdən də iştirakçıların çıması, çıxarılması və payın keçirilməsi onu sırf şəxs xarakterli şirkətə TO-a yaxınlaşdırır. Bu yöndən onun həm də şəxs xaraterli şirkət olduğu müşahidə edilir. Qısaca, MMC bir hüquqi institut kimi SC və TO-ın elementlərini özündə cəmləyən qarışıq (sui-generis) bir anlayışa malikdir.

Azərbaycan hüququnda da MMC qəbul edilimiş və praktikada ən çox müraciət edilən şirkət halını almışdır. Ancaq Azərbaycan hüququnda MMC yeni bir anlayışdır. Buna görə də həm MMC-ni tənzimləyən Mülki Məcəlləmizdəki müddəalarda, həm də praktikada ciddi problemlər müşahidə edilir. Bundan başqa, MMC yeni bir müəssisə olduğundan işgüzar adətlər də hələlik tam formalaşmayıb. Buna görə də bu problemləri bir çox halda analogiya üzrə həlli ehtiyacı yaranır.[1]

Bu məqalə ilə MMC-nin qurulmasını, qurulduqdan sonra idarə edilməsini tənzimləyən müddəalar təhlil edilərək mövcud olan hüquqi problemlər və çatışmamazlıqlar aşkara çıxarılmış və çıxış yolları gətirilməyə çalışılmışdır.

II. MMC-nin Təsis Edilməsi Zamanı Qarşılaşılan Problemlər

A. Təsis Yığıncağı

87.1-də MMC-ə anlayış gətirildikdən sonra növbəti alt bəndlərdə cəmiyyətin təsis edilməsi yolları, habelə təsis edilmə prosesi izah edilmişdir. Burada elə bir problem yoxdur. Bizim üçün təsis yığıncağı əhəmiyyət kəsb edir. 87.4-dən bəlli olur ki, təsis yığıncağı nizamnamə kapitalı tamamilə formalaşdırıldıqdan sonra keçirilir. Burada bizim üçün əhəmiyyətli məsələ budur ki, burada təsis yığıncağının necə çağırılacağı (çağırılma qaydası) ilə bağlı bir göstərici yoxdur. Yəni təsis yığıncağının necə, nə zaman və harada keçiriləcəyinə kim qərar verir? sualı cavablandırılmayıb. Burada bizim üçün yol göstərici olan təsisiçlərin bağladığı ilkin müqavilədir. Həmin ilkin müqavilədə təsis yığıncağının hansı qaydada çağırılacağı göstərilə bilər. Qanunumuzda xüsusi bir norma olmadığı üçün, ilkin müqavilədə göstərilmədiyi zaman açıq qanun boşluğu meydana gələcək. Bu boşluğu doldurmaq üçün qanunun anologiyası (MM.m. 11.1) yoluna getmək mümkün olmayacaqdır. Çünki, oxşar münasibətləri tənzimləyən mülki qanunvericilik normaları digər şirkət tiplərində də mövcud deyil. Oxşar münasibətləri tənzimləyən mülki hüquq normaları olmadığına görə hüququn anologiyası əsas götürülür və ədalət, insaf və mənəviyyat tələbləri nəzərə alınmaqla tətbiq edilir (MM.m. 11.2). Nəzəriyyədə qəbul olunan görüş belədir ki, təsis yığıncağı vicdanlılıq qaydalarına uyğun çağırılıbsa, həmin yığıncağın prosesual qaydalara uyğun çağırıldığı qəbul edilir. Yəni təsis yığıncağı çağırıldığı an iştirakçıların iştirak edə bilməyəcəyi məlumdursa, bu zaman bilə-bilə o tarixə, o yerə təsis yığıncağı təyin edilmiş yığıncaq vicdanlılıq qaydalarına uyğun çağırılmayıb mənasına gəlir. Bu halda haqdan sui-istifadə meydana gələcəkdir. Əslində, biz praktikada bununla bağlı ciddi bir problem çıxacağına inanmıram. Çünki, adətən ilkin müqavilə ilə bunlar müəyyən olunur. Amma bununla birlikdə ticarət həyatı getdikcə daha da inkişaf edir və gələcəkdə belə problemlər ortaya çıxa bilər.

Təsis yığıncağının necə və kim təfindən çağırılacağı, bildirişdə nələrin göstəriləcəyi, habelə bildirişin nə qədər əvvəl və hansı formada elan olunacağı göstərilməmişdir. Ümumiyyətlə, SC-da da təsis yığıncağıyla əlaqədar qaydalarda də bunlar göstərilmir. Şübhəsiz bunları nizamnamədə nəzərdə tutmaq da mümkündür. Lakin nizamnamədə də nəzərdə tutulmamış ola bilər. SC ilə əlaqədar normalara baxdığımız zaman ümumi yığıncaqla bağlı normalarda bunların tənzimləndiyini görürük. Dolayısıyla problemin anologiya üzrə həlli mümkündür (Aşağıda bu məsələyə ümumi yığıncaq başlıqlı hissədə də izah verilmişdir). Bununla belə, daha xüsusi qaydaların gətirilməsi faydalı olardı. Daim inkişafda olan ticari həyatı da nəzərə alsaq, xırda problem kimi görünən belə məsələlərin burada tənzimlənməsinin necə əhəmiyyətli olduğunu başa düşmək olar. Yəni iştirakçı müzakirəyə çıxarılacaq məsələr barədə müəyyən müddət əvvəl xəbərdar olmalıdır ki, iclasa hazırlıqlı gəlsin. Çünki alınacaq hər bir qərar onun mənafeyi ilə bağlıdır.

87.5-də təsis yığıncağının gündəliyi məsələsinə üstüörtülü də olsa toxunulub. 87.5-in ilk 3 bənddəki məsələnin təsis yığıncağında müzakirə edilərək barəsində müvafiq qərarların verilməsi məcburidir. Bunları sadalamağa ehtiyac yoxdur. Sadəcə üçüncüyə diqqət yetirsək faydalı olar. Burada bunu nəzərə almaq lazımdır ki, icra orqanı məcburi orqandır. Bu səbəbdən bu yığıncaqda icra orqanı hökmən təşkil edilməlidir. Yəni nizamnamə ilə icra orqanında kimlərin olacağı müəyyən edilməyibsə, yığıncaqda onların seçimi həyata keçirilir. Eyni zamanda, nizamnamə ilə direktorlar şurası və nəzarət təftiş komissiyası nəzərdə tutulmuşsa, bunların üzvlərinin seçilməsi də həyata keçirilməlidir. Bundan başqa nəzəriyyədəki fikirləri də əsas götürərək hesab edirik ki, bu orqanlardan başqa nizamnamə ilə cəmiyyətin tələbatlarına, fəaliyyətinə uyğun olaraq digər orqanların da təşkili nəzərdə tutula bilər. Məs; ümumi yığıncaqda səslərin daha düzgün hesablanması üçün Hesablama komissiyası yaradıla bilər və s. Çünki, əvvəla bunu qadağan edən norma yoxdur. İkincisi isə bunu, surətlə dəyişən ticari həyat tələb edir. Lakin MMC orqanlarının hər bir halda üçpilləli olduğunu müdafiə edən nəzəriyyəçilər də var[2]. Son alt bənddə isə deyilir ki, yığıncaq qanunvericiliyə və təsisçilər arasında bağlanılmış müqaviləyə zidd olmayan digər məsələləri həll edir. Bu bənd isə əmredici deyil. Yəni demək istənilir ki, digər məsələlər də müzakirə edilələk yekun qərar alına bilər. Əslində bu bənd gündəlikdə ixtiyari məsələlərin də qeyd oluna biləcəyini müəyyən edir və qeyd olunduğu halda bu məsələrin müzakirəsinin və barələrində müvafiq qərarların alınmasının məcburiliyini göstərir.

Təsis yığıncağının səlahiyyətli sayılması üçün iclas yetərsayının olması lazımdır. MMC-də qəbul olunan qayda, bütün təsisçilərin və ya onların nümayəndələrin iştirak etməsidir (MM.m 87.4). Tək iştirakçı belə iştirak etməzsə, yığıncaq səlahiyyətsizdir və qəbul edilən qərarlar da etibarsızdır. Buna görə də təsis yığıncağında bütün təsisçilərin və ya nümayəndələrinin iştirakı məcburidir. Aşağıda izah edəcəyimiz kimi MMC-də iştirakçı sayı baxımından konkret bir məhdudiyyət gətirilməyib. Bu səbəbdən praktikada 100 nəfərdən ibarət MMC də təsis edilə bilər. Məhz belə halda fikrimizcə, bu qayda konkret hadisə baxımından çox sərt ola bilər. Belə ki, 99 nəfər gəlib 1 nəfər gəlməsə, yığıncaq səlahiyyətsiz sayılır. Doğrudur, nümayəndəlik institutu var və iştirakçılar nümayəndə vasitəsi ilə də təmsil ola bilərlər. Lakin hər an nümayəndə ilə təmsil olunmaq imkanı da olmaya bilər. Bundan başqa, nizamnamədə nəzərdə tutulmuşsa, iştirakçılar həm təsis yığıncağında, həm də ümumi yığıncaqda qiyabi səsvermə hüququna da malikdirlər. Belə ki, SC-da qiyabi səsvermə konkret şəkildə nəzərdə tutulur və bu anologiya üzrə tətbiq edilə bilər (MM.m 107-3.2). Hesab edirik ki, bu problemin həll edilməsi üçün daha yumşaq qayda gətirilə bilər. Eyni zamanda iştirakçı sayına məhdudiyyət gətirməsi də bu problemin həllinə xidmət edə bilər

87.6-da təsis yığıncağında qərarların qəbul edilmə qaydası göstərilmişdir. Burada qərarlar iki formada yekdilliklə və sadə səs çoxluğu ilə qəbul edilə bilər. Bu maddədə konkret məsələlər barədə qərarların yekdilliklə qəbul ediləcəyi müəyyən edilmişdir. Fikrimizcə, iştirakçı sayı həddən çox olarsa, yığıncaq yetərsayı məsələsində üzərində durduğumuz problem eynilə burada da təzahür edə bilər. Bunu məsələ üzərindən izah etməyə çalışaq; idarə orqanına iki namizəd- A və B var. Bu zaman hər hansı birinin idarə orqanına seçilməsi üçün yekdil qərar tələb olunacaq ki, hətta 20 nəfərlik cəmiyyətdə də belə qərarın alınması mümkünsüz kimi görünə bilər. Çünki, ən azı bir nəfərin A-ya səs verməsi B-nin seçilməməsinə səbəb olacaqdır.

B. MMC-də İştirakçı Sayı

MM görə, MMC iştirakçılarının sayı qanunvericiliklə müəyyənləşdirilmiş həddi keçməməlidir (MM.m. 88.1). Buradaki problem ondadır ki, üst hədd müəyyənləşdirilməyib. Elə buna görə də SC ilə MMC arasında faktiki bir fərq yoxdur. Bu şirkət həm şəxs, həm də sərmayə xarakterli bir şirkətdir. Burada iştrakçıların sayı müəyyən həddi keçdikdən sonra şirkət şəxs xarakterini itirə bilər. Ona görə də, iştirakçıların üst həddi müəyyən edilməlidir. Məsələn; Türkiyədə Ticarət Qanunun 504 maddəsinin 1-ci cümləsinə görə, MMC ortaqlarının sayı 50-dən çox ola bilməz. Əgər ortaqların sayısı 50 keçərsə SC-ya çevriləcəyini qanun əmr edir. Üst həddin müəyyən edilməməsi ticari həyatın inkişafıyla gələcəkdə problemlər doğura bilər.

C. Nizamnamə

MM-nin 47-ci və 89-cu maddələri nizamnaməylə əlaqədardır. 89-cu maddə xüsusi maddədir. Bu maddəyə görə, nizamnamədə 47.2-ci maddədə göstərilənlərdən savayı, cəmiyyətin nizamnamə kapitalının miqdarı haqqında; iştirakçılardan hər birinin payının miqdarı haqqında; onların qoyduqları mayaların tərkibi və maya qoyması qaydası haqqında, maya qoyulması üzrə öhdəlikləri pozmağa görə iştirakçıların məsuliyyətləri haqqında; cəmiyyəti idarəetmə orqanlarının tərkibi və səlahiyyəti, onların qərarlar qəbul etməsi, o cümlədən barəsində yekdilliklə və ya şərtləşdirilmiş səs çoxluğu ilə qərarlar qəbul edilən məsələlərə dair qərarlar qəbul etməsi qaydası haqqında şərtlər də göstərilməlidir. Burada cümlənin sonundakı “görtərilməlidir” ifadəsi sanki, bu normada göstərilənlərin hamısının əmredici olduğu təəssuratını yaradır. Lakin zənnimizcə bu belə qiymətləndirilməməlidir. Burada “göstərilməlidir” sözünün yerinə “göstərilə bilər” ifadəsi daha məqsədəuyğundur. Belə ki, 405-ci maddədən anlaşılır ki,  mühüm şərt elə bir şərtdir ki, onun üzərində tələb olunan formada razılaşma olduğu zaman müqavilə bağlanmış sayılır. Yaxud əksinə mühüm (məcburi) şərt elə şərtdir ki, o şərt olmadıqda əqd (burada nizamnamə) bağlanmamış (etibarsız) hesab olunur. Əgər hər hansı şərt üzərində razılaşma olmadığı zaman həmin şərti qanundakı dispozitiv normalar vasitəsi ilə doldurmaq imkanı varsa, o şərt mühüm şərt olmaz, ikinci dərəcəli şərt olar. Deməli 89-cu maddədə göstərilənlərin hamısı mühüm şərt deyil. Belə hesab edirik ki, məcburi şərtlər bunlardır (sine qua non):

  1. 1. MMC-nin (firma) adı;
  2. 2. Olduğu yer;
  3. 3. MMC-nin nizamnamə kapitalının miqdarı və tərkibi;
  4. 4. İştrakçıların Nizamnamə kapitalındakı payının miqdarı;
  5. 5. İştirakçıların  mayalarının tərkibi;

Bu göstərilən şərtlərdən başqa yerdə qalan şərtlər mühüm şərtlər deyildir və nizamnamədə göstərilmədiyi zaman onun etibarsızlığına səbəb olmaz. Çünki, nizamnamədə göstərilmədiyi zaman qanunda bunların yerini dolduracaq dispozitiv normalar var.

D. Nizamnamə kapitalı

Cəmiyyətin nizamnamə kapitalı onun kreditorlarının mənafelərinə təminat verən əmlakının minimum miqdarını müəyyənləşdirir (MM.m. 90.1). Bu məsələ ilə bağlı praktikada problemin olduğunu müşahidə etmək mümkündür. Belə ki, praktikada MMC-lərin çox kiçik sərmayələrlə qurulduğu müşahidə olunur. Dövlət resterinə baxdığımız zaman nizamnamə kapitalı 1 mant, 2 manat olan MMC- lərin qeydiyyatdan keçdiyi görə bilərik[3]. Burada maddənin mahiyyətindən açıq-aşkar aydın olur ki, nizamnamə kapitalının təminat kimi bir funksiyası var. Əgər, belə kiçik sərmayə ilə şirkət qurulursa, bu halda hansı təminatdan söhbət gedə bilər?!. Burada 90.8-ci maddəyə də baxmağımız faydalı olardı. Maddə nizamnamə kapitalının azaldılması məsələlərini tənzimləyir. Maddəyə görə, nizamnamə kapitalının azaldılması haqqında ümumi yığıncağının qərarında müəyyən edilmiş müddətdə cəmiyyət özünün bütün kreditorlarına bu barədə yazılı məlumat göndərməlidir. Məlumat alındığı gündən bir ay müddətində cəmiyyətin kreditorlarının cəmiyyətin müvafiq öhdəliklərinin vaxtından əvvəl yerinə yetirilməsini və ya xitamını, düşdükləri zərərin əvəzinin ödənilməsini tələb etmək hüququ vardır. Bizcə, bütün kreditorlar bunu tələb edə bilməməlidir. Qənaətimizcə, əgər fiziki və ya hüquqi bir şəxs nizamnamə kapitalı çox az olan bir şirkətlə nizamnamə kapitalının miqdarı barədə, ümumiyyətlə həmin şirkət barədə maraqlanmadan, araşdırmadan yaxud da sərmayənin az olduğunu bilə-bilə müqavilə bağlayırsa, belə bir hüququ da olmamalıdır. Əgər, tələb edərsə, bu hüququn sui-istifadəsi kimi dəyərləndirilməlidir. Çünki, əgər bir şəxs sərmayənin kiçik olduğunu bilirək və ya bunun onun üçün elə bir əhəmiyyəti olmadığı üçün araşdırmadan müqavilə bağlaya bilər. Məs; nizamnamə kapitalı 50 manat olduğubu bilə-bilə şirkətə 1000 manat dəyərində nisyə mal verir. Bu zaman onsuz da məlumdur ki, cəmiyyətin sərmayəsi yaranan borcdan çox aşağıdır. Yəni, əvvəla nizamnamə kapitalı kreditorların mənafelərini təminat etmək üçündür (MM.m. 91.1). Eyni zamanda 90.8-in məqsədi də kreditorların mənafeyinin təmin edilməsi və qorunmasıdır. Burada isə daha əvvəldən heç təminat vermirdi və dolayısı ilə qorumurdu. Çünki, kapital əvvəldən etibarən borcu qarşılamağa kifayət deyildi və kreditor bunu ya, bilirdi, ya kobud ehtiyatsızlıq, ya da etinasızlıq ucbatından öyrənməyibmiş.

Maddə 90.8-ə yuxarıda toxunduq. Digər məsələlərə keçməzdən əvvəl bu maddə ilə bağlı başqa bir məsələ üzərində durmaq da yerinə düşərdi. Yuxarıda da qeyd edildi ki, ÜY-ın sərmayənin azaldılması haqqında qərarından sonra müəyyən müddət ərzində bütün kreditorlara yazılı məlumat verilməlidir. Bu müddət nizamnamə ilə müəyyən edilir. Nizamnaməylə müəyyən müddət nəzərdə tutulmayıbsa, ÜY-ın sərmayənin azaldılması haqqında müvafiq qərarında göstərilməlidir. Çünki, qanunda konkret müddət nəzərdə tutulmayıb. Ümumiyyətlə, Mülki Məcəlləmizin Şirkətlər hüququnu tənzimləyən maddələrində müddətlə bağlı bir sıra belə boşluqlar mövcuddur. Yəni, belə desək, bir çox məsələ bir növ cəmiyyət iştirakçılarının iradəsinə buraxılıb. Hesab edilir ki, qanunda bu məsələ ilə bağlı dispozitiv qaydalar nəzərdə tutulması faydalıdır. Hətta, imperativ normalarla bu müddətlərə üst hədd gətirilə bilər. Demək istədiyimiz budur ki, üst həddi təsbit edən imperativ normalar olmadığı üçün, ola bilər ki, ÜY müddəti 6 ay nəzərdə tutsun. Doğrudur, deyilə bilər ki, bu cür imperativ qaydanın olmaması bu tərz qərarları hüquqa uyğun etmir. Çünki, bu müddət ağlabatan olmalıdır. Ona görə də bu qərar vicdanlılığa və əxlaqa ziddir və dolayısıyla hüquqa da zidd sayılmalıdır. Lakin yenə də bunların olması işləri daha rahat həll etmə imkanı verəcək.

Maddə 90.7-də iştirakçıların əlavə maya gətirməsi və üçüncü şəxslərin maya qoyaraq cəmiyyətə iştirakçı kimi qəbul edilməsi və bu yolla nizamnamə kapitalının artırılması məsələləri tənzimlənmişdir. Yeri gəlmişkən qeyd edək ki, sərmayə yalnız nizamnamədə bu haqda qadağa olmazsa, üçüncü şəxslərin hesabına artırıla bilər. Nizamnamə kapitalının artırılması iştirakçıların vəya üçüncü şəxslərin ərizələri əsasında həyata keçirilir. Maddəyə görə, ərizədə mayaların məbləği və tərkibi, onların qoyulma qaydası və müddəti, iştirakçının və ya üçüncü şəxsin nizamnamə kapitalında malik olmaq istədikləri mayaların məbləği göstərilir. Cümlədəki ifadə tərzindən elə bir təəssurat yaranır ki, sanki bu qayda imperativdir. Hesab edirik ki, bu belə qəbul edilməməlidir. Çünki, bu məsələlər nizamnamə və ya ÜY-ın qərarı ilə də müəyyənləşdirilə bilər. 90.6-cı maddəyə baxsaq, “iştirakçılar tərəfindən əlavə paylar, bu barədə ümumi yığıncağın qərarı qəbul edildikdən sonra nizamnamədə və ya ümumi yığıncağın qərarında müəyyən edilmiş müddətdə qoyulmalıdır” deyilir. Diqqət etsək, nizamnamədə və ya ümumi yığıncağın qərarında müəyyən edilmiş müddətdə deyilir. 90.7-nin müvafiq cümləsində “müddət də göstərilməlidir” deyilir. Doğrudur, 90.6-da həm iştirakçılar hesabına artırılmadan söhbət gedir, həm də ancaq “müddət” məsələsi göstərilmişdir. Lakin qanunda 90.7-də digər qeyd edilənlərin də nizamnamədə və ÜY-nın qərarında nəzərdə tutulmasını qadağan edən bir norma yoxdur və bunun əksini qəbul etmək də məntiqsizdir.  Eyni zamanda MM-nin 91.1-1-ci maddəsinə görə, ÜY istənilən məsələni müzakirə edə bilər. Yəni, digər orqanların müstəsna səlahiyyətlərinə aid olmayan istənilən məsələ ilə bağlı qərar qəbul edə bilər. Buna görə də, ən azından ÜY-ın qərarında göstərilə bilməcəyini qəbul etmək mümkün deyil.

III. MMC-nin İdarə Etmə ilə Bağlı Qarşılaşılan Problemlər

A. Ümumi Yığıncaq

91-ci maddədə idarəetmə orqanları barədə ümumi mahiyyətli məlumat verilmiş, daha sonra ümimi yığıncaq üzərində durulmuşdur. Lakin ümumi yığıncaqla bağlı bu tənzimləmələrin yetərsiz olduğunu demək lazımdır. Çünki, diqqət etsək, burada ümumi yığıncağın çağırılması haqda bildiriş nə qədər əvvəl və hansı formada çatdırılmalıdır, bildirişdə nələr göstərilməlidir, gündəlikdə hansı məsələlər olmalıdır, yığıncaq və qərar yetərsayı və s. məsələlər göstərilməyib. Bunların nizamnamədə göstəriləcəyi ifadə edilib sadəcə. Problem ondadır ki, ola bilər nizamnamədə göstərilmədi (məs; Vergilər nazirliyinin rəsmi internet səhifəsindəki nümunə nizamnamədə heç bunlar yoxdur[4]). Bu zaman problem çıxacaq. Aşağıda bunların həlli üzərində çox qısa duracayıq.

MMC-nin TO və SC arasında bir anlayışa malik olduğunu daha əvvəl bildirmişdik. Buna görə də qanun boşluğunun doldurulması zamanı həmin şirkətlərlə bağlı müddəaların MMC-yə tətbiq edilməsi imkanını da qeyd etmişdik. SC- ilə bağlı müddəalarda (MM.m. 107, 107-1, 107-2, 107-5[5]) bu məsələlərin tənzimləndiyini müşahidə edirik. MMC-nin mahiyyətinə zidd olmadığı çərçivədə bunların qanunun anologiyasına əsasən tətbiq edilməsi mümkündür. Lakin SC ilə əlaqədar normalarda da ümumi yığıncağın məcburi gündəliyində nələrin olacağına açıqlıq gətirilməmişdir. Növbədənkənar yığıncaqda problem yoxdur. Belə ki, hansı məsələ ilə əlaqədar çağırılıbsa, o məsələlər gündəlikdə olacaqdır. Lakin növbəti ümumi yığıncaq baxımından gündəlikdəki məcburi məsələlərin qanunumuzda göstərilməsi lazımdır. Məs; Türkiyədə də ÜY güldəliyi bağlı bir qayda yoxdur ancaq SC ÜY gündəliyi ilə əlaqədar qaydalar bura tətbiq olunur (Türk TQ.m 369)

Digər bir məsələ yığıncaq və qərar yetərsayı ilə bağlıdır. MMC-də təsis yığıncağı ilə bağlı maddələrdə (MM.m. 87.4 və 87.6)[6] yığıncaq və qərar yetərsayı müəyyən edilmişdir. Sual soruşula bilər ki, bunlar sırf MMC ilə bağlıdır. Nəyə görə bunları tətbiq etməyək ki? Təsis yığıncağı barədə normalarda bunlar varsa, nəyə görə SC-dakı normaları anologiya üzrə tətbiq edirik?– Məsələ burasındadır ki, təsis yığıncağı şirkətin təsis edilməsi məqsədiylə tələb olunan qərarların alınması üçün yalnız bir dəfə toplanır və qərarların alınması ilə öz işini yekunlaşdırır. Yalnız bundan sonra qeydiyyat mərhələsinə keçilə bilər. Göründüyü kimi, təsis yığıncağı sırf təsislə bağlıdır və bu istisna bir vəziyyətdir. İstisna normalar isə anologiya üzrə tətbiq edilə bilməz (MM.m. 11.4). SC ilə normaların bura tətbiqi zamanı onu da nəzərə almaq lazımdır ki, MMC-nin könüllü surətdə yenidən təşkili və ya ləğvi barədə qərar yetərsayı 92.1-də müəyyən olunub. Ona görə də, SC-dəki bu məsələ ilə əlaqədar normaya müraciət etmək olmaz.

Təbii ki, sonda yığıncağın protokolu da tərtib edilməli və qərarlar rəsmiləşdirilməlidir. MMC-dəki müddəalarda protokol haqda da bir şey deyilmir. Bu məsələ də anologiya üzrə həll edilə bilər (MM.m. 107-6).

Doğrudur, qanun bir çox məsələni nizamnamə və şirkətin daxili sənədlərində də nəzərdə tutmaq imkanı vermişdir. Həm də anologiya imkanı var. Lakin fikrimizcə, MMC-dəki müddəalarda bunların dispozitiv normalarla nəzərdə tutulması daha yaxşı olar.

Nizamnamədə müəyyən edilib-edilməməsindən asılı olmayaraq, ümumi yığıncaq cəmiyyətin fəaliyyəti ilə əlaqədar istənilən məsələni müzakirə edə bilər (MM.m. 91.1-1). Hesab edirik ki, burada istənilən məsələ ifadəsi doğru deyil. Çünki, istənilən məsələ dedikdə, bu digər orqanların müstəsna səlahiyyətinə müdaxilə edilə bilər mənasına gəlməz. Doğrudur, MM-də müstəsna səlahiyyətin verilməsini qadağan edən bir qayda nəzərdə tutulmamışdır. Lakin nəzərə almaq lazımdır ki, hər bir orqanın funksiyası bəllidir. Belə ki, şirkətin təmsili İO-nın, nəzarət DŞ və ya NTK-nin hüququdur. Fərqli desək, hər orqanın öz səlahiyyət çevrəsi var, işi bəllidir və bunu qəbul etmək orqanların təbiətinə, mahiyyətinə və hüquqi funsiyasına ziddir. Eləcə də sui-generis bir institut olan MMC-nın təbiətinə ziddir [7].

91.3-də ümumi yığıncağın müstəsna səlahiyyətləri müəyyən edilmişdir. Burada 91.3.2-dəki məsələ maraqlıdır. Burada ifadədə problem var. Belə ki, cəmiyyətin icra orqanlarını yaratmaq dedikdə, əslində icra və nəzarət orqanını üzvlərinin seçilməsi, dəyişdirilməsi və azad edilməsi başa düşülməlidir. Çünki, bu orqanlar nizamnamə ilə yaradılır.

B. Nəzarət

Maddə 91-1. və 91-3. müvafiq olaraq direktorlar şurası və nəzarət təftiş komissiyası barədədir. İlk baxışda hər ikisi nəzarət orqanıdır. Eyni zamanda bunların ixtiyari orqanlar olduğu da qeyd etmək mümkündür (MM.m. 91.1). Bunlar arasındakı fərq bundan ibarətdir ki, nəzarət təftiş komissiyası maliyyə yoxlanışını, direktorlar şurası isə idarə orqanı üzərində ümumi nəzarəti həyata keçirir. Təftiş komissiyası olmazsa, onun səlahiyyətləri direktorlar şurasına həvalə edilə bilər (MM.m. 91-1.1). Bu maddədə belə bir ifadə var- “bu Məcəlləyə uyğun olaraq”. Burada bunun nə mənaya gəldiyini əslində 91-.1.2-ci maddə izah edir. Burada deyilir ki, Cəmiyyətin direktorlar şurasının fəaliyyəti nizamnamə ilə müəyyən edilir. Buradakı fəaliyyəti sözü ilə onun səlahiyyətləri də nəzərdə tutulur və nizamnamədə göstəriləcəyini qeyd edilir. Yəni təftiş komissiyasınının yoxluğu halında onun səlahiyyətləri nizamnamə ilə direktorlar şurasına verilə bilər. Əslində bunu birbaşa 87.5.3-cü maddədən daha rahat anlaya bilərik. Nəticə olaraq deməliyik ki, bu səlahiyyət direktorlar şurasına nizamnamə ilə verilir, nizamnaməni isə təsis yığıncağı təsdiq edir (MM.m. 87.5.2).

Təftiş komissiyası baxımından isə belə bir imkan konkret maddə ilə tənzimlənməmişdir. Lakin qənaətimizcə, müvafiq maddənin (MM.m. 91-1.1) əks mənasından belə bir imkanın təftiş komissiyası baxımından olduğu da qəbul edilməlidir. Bu imkanın mövcudluğu 87.5.4-dən də anlaşılır. Belə ki, bu qayda təsis yığıncağına qadağan edilməyən digər məsələləri həll etmək imkanı verir. Belə ki, DŞ-nın səlahiyyətlərinin NTK-na verilməsini qadağan edən bir norma yoxdur.

Nəzarət məsələsi ilə əlaqədar digər bir məqama da toxunmaqda fayda görürük. Bu məsələyə keçməzdən əvvəl MMC-nin həm şəxs elementli, həm də sərmayə elementli qarışıq (sui-generis) bir müəssisə olduğuna bir daha diqqət çəkmək yerinə düşərdi. MMC-nin bu xüsusiyyətini nəzərə aldıqda nəzarət orqanlarının hər zaman ixtiyari olaraq tənzimlənməsi ideal hüquq baxımından qənaətbəxş hesab edilə bilməz. Fikrimizi daha tutarlı çatdırmaq üçün Türkiyəyə nəzər salaq. Türk Ticarət Qanununa əsasən, ortaqlarının sayı 20 nəfərə qədər olan MMC-lərdə direktorlar şurasının yaradılması ixtiyaridir. Ortaqların sayı 20-ni aşdığı təqdirdə isə ixtiyari yox, məcburi olur (Türk TQ.m. 548). Bunun səbəbi ondan ibarətdir ki, ortaqların sayının artması ilə şirkətdə sərmayə elementi ön plana çıxır. MM-də SC ilə əlaqədar normalar arasında Türkiyədəki bu normaya oxşar bir norma var (MM.m. 107.3). Əslində göstərilən maddənin (MM.m. 107.3) ifadə tərzi doğru deyil. Burada əslində ifadə edilmək istənilən budur ki, SC-da, MMC-də olduğu kimi, nəzarət orqan ixtiyaridir, lakin iştirakçıların sayı 50-ni aşarsa, məcburi olar. Bu maddə eynilə Türk hüququndaki müvafiq maddə kimidir. Sadəcə məhdudiyyət həddi daha yüksəkdir. Yuxarıdakılara əsasən, belə hesab edirik ki, bu qayda qanunun anologiyası üzrə MMC baxımından tətbiq edilə bilər. Lakin say həddinin 50 olaraq nəzərdə tutulması həddən artıq çoxdur. 20-25 olaraq təsbit edilməsi daha yaxşı olardı.

Direktorlar şurası heyət halında fəaliyyət göstərir. Buna görə də, müəyyən məsələlərin həll edilməsi üçün toplanaraq qərar vermək lazım gəlir. MMC-dəki normalar iclasın çağırılma qaydası, gündəlik məsələsi, iclas və qərar yetərsayı kimi məsələlər tənzimlənməmişdir. Bunlar nizamnamədə və daxili sənədlərdə göstərilə bilər. Göstərilməzsə, anologiyaya müraciət olunacaq. Belə ki, SC-də 107-9-cu maddədə bunların tənzimləndiyini görürük. Bunların anologiya üzrə tətbiqi mümkündür. Lakin burada da iclas yetərsayı göstərilməmişdir.

Bundan başqa, sual soruşula bilər ki, nəzarət orqanları yaradılmadı. Bu zaman nəzarəti kim həyata keçirəcək?. MMC-dəki xüsusi müddəalara baxdıqda görürük ki, burada bununla bağlı norma yoxdur. Xüsusi norma olmadığına görə, ümumi normlara nəzər salınmalıdır. Hüquqi şəxslərlə bağlı ümumi mahiyyətli qaydalar arasında “Təsərrüfat ortaqlığı və ya cəmiyyəti iştirakçılarının hüquq və vəzifələri” başlıqlı 65-ci maddə bu sualın cavabını özündə ehtiva edir. Belə ki, 65.1.2-də deyilir ki, təsərrüfat ortaqlığının və ya cəmiyyətinin iştirakçıları nizamnamədə müəyyənləşdirilmiş qaydada ortaqlığın və ya cəmiyyətin fəaliyyətinə dair məlumat ala və onun mühasibat kitabları və digər sənədləri ilə tanış ola bilər. Yəni, maddədə deyildiyi kimi iştirakçı tanış olarkən müəyyən qüsurlar aşkarlayarsa, bu barədə digər orqanları xəbərdar edər, bütün səslərin azı onda birinə malik olan iştirakçılar da növbədənkənar ümumi yığıncağın çağırılmasını icra orqanından tələb edə bilər. Yaxud şəxsən məhkəməyə müraciət edər.

C. İcra Orqanı

91.1-də icra orqanına tərif verilərkən onun cəmiyyətin fəaliyyətinə cari rəhbərliyi həyata keçirən orqan olduğu ifadə edilmişdir. Burada cari rəhbərlik deyəndə əslində, həm şirkətin daxili idarəsinin, həm də şirkətinin üçüncü şəxslərə qarşı təmsilinin icra orqanının hüququ, habelə vəzifəsi olduğu ifadə edilməkdədir. Məs; işçilərin vəzifəyə təyin və azad edilməsi daxili idarəylə, şirkətin üçüncü məhkəmədə şəxslərə qarşı təmsil edilməsi, şirkət adından əqdlərin bağlanması isə təmsil ilə bağlı məsələlərdir.

İcra orqanının fəaliyyəti və onun tərəfindən qərarların qəbul edilməsi qaydası nizamnamə və daxili sənədlərlə müəyyən edilir. Məs; icra orqanı kollegialdırsa, iclasın çağırılma qaydası, gündəlik məsələsi, iclas və qərar yetərsayı kimi məsələlər göstərilə bilər. Bəs bunlar göstərilməzsə, nə olacaq?– deyə soruşula bilər. Çünki, bunlar SC ilə bağlı normalarda da müəyyən edilməmişdir. SC-da DŞ haqda maddələrdə bunlar var (Nəzarət başlıqlı hissədə bunlara toxunulmuşdu). Həmin qaydaların burada da anologiya üzrə tətbiq edilməsi imkanı üzərində də düşünməyə dəyər.

D. Çıxarılma

MMC iştirakçısının cəmiyyətdəki iştirakı iki şəkildə sona çata bilər; çıxma çıxarılma. Ancaq MMC ilə bağlı MM-dəki müddəalara baxsaq, çıxma halından açıqca bəhs edilmiş, çıxarılma məsələsinə isə toxunulmamışdır. MM-nin 93-95-ci maddələrinə nəzər salsaq, bu maddələrdə nizamnamə kapitalındakı payın keçməsi, iştirakçının payına tutmanın yönəldilməsi, habelə iştirakçısının cəmiyyətdən çıxması başlığı altında iştirakçının cəmiyyətdəki iştirakına son verilmə hallarını nəzərdə tutulduğunu görərik. Əslində,  bunların hamısı şəxsin şirkətdən çıxması halına aiddir. Belə ki, əgər nizamnamədə əksi nəzərdə tutulmamışsa, iştirakçı şirkətdəki payını üçüncü şəxslərə və digər iştirakçılara sata və bağışlaya bilər[8], habelə onun bütün payına şəxsi kreditorları tərəfindən tutma yönəldilə bilər. Hər üçü çıxma halıdır. Çünki, ilk iki halda iştirakçı könüllü şəkildə digər iştirakçıların razılığından asılı olmayaraq öz payını tamamilə keçirərək özünün cəmiyyətdəki iştirakına son verir, yəni çıxır. Digər hallarda isə əldə olmayan səbəblərdən; iştirakçının ölməsi (hüquqi şəxsdirsə, yenidən təşkil edilməsi) və tutmanın yönəldilməsi ilə, o, cəmiyyətdən çıxır[9].

Həyatın normal gedişatında iştirakçılar arasında müxtəlif problemlər çıxa bilər. Ola bilər ki, iştirakçılardan biri öz vəzifələrini mütəmadi olaraq kobudcasına pozur, nəticədə digər iştirakçıların mənfəətlərinə xələl gətirir. Belə hallarda digər iştirakçılar həmin iştirakçı ilə ortaqlığı davam etdirmək fikirlərindən daşına bilərlər. Lakin MMC ilə bağlı müddəalarda iştirakçının digər iştirakçıların tələbi ilə cəmiyyətdən çıxarılması qaydası müəyyən edilməyib. Bu zaman sual soruşula bilər- Digər iştirakçılar nə edəcəklər? Belə bir imkan xüsusi olaraq nəzərdə tutulmağı üçün cəmiyyəti mi ləğv etməlidirlər? Təbii ki, cavab “xeyr” olacaq. Əvvəla qeyd edək ki, nizamnamədə belə bir imkan xüsusi olaraq nəzərdə tutula bilər. Bundan başqa MMC-nin bir yönü ilə şəxs şirkəti olduğunu, dolayısıyla TO ilə bağlı normaların da mahiyyətinə zidd olmayacağı çərçivədə analogiya üzrə tətbiq edilmə imkanımızın olduğunu yuxarıda qeyd etmişdir. TO ilə bağlı normalarda çıxarılma məsələsinin tənzimləndiyini görürük. Belə ki, MM-nin 76.2-ci maddəsinə görə, TO iştirakçılarına iştirakçılardan hər hansı birini iştirakçıların yekdil qərarı ilə və bunun üçün ciddi əsaslar olduqda, məsələn, həmin iştirakçı öz vəzifələrini kobudcasına pozduqda və ya onun işləri ağılla aparmağa qadir olmadığı aşkara çıxdıqda məhkəmədən onu çıxarılmasını tələb etmək haqqı verilib. Bu problemi çözmək üçün bu qaydanı analogiya üzrə tətbiq etməkdən başqa çarə yoxdur.

Müəllif: Nicat Ramazanov  və Əvəz Mustafayev (Qafqaz Unversiteti Hüququ Fakultəsi)


[1] Məqalədə bir çox problemin (qanun boşluqlarının) anologiya üzrə həlli üzərində durulmuşdur. Bu baxımdan oxucuların diqqətinə bir məsələni çatdırmaq istərdik. MM-də, mülki qanunvericiliyin analogiya üzrə tətbiqinin üsulu müəyyən edilmişdir (MM.m.11). Maddəyə görə, problemi analogiya üzrə həll etmək üçün qanunvericilikdə konkret məsələ üzrə bir boşluğun olması və məsələ ilə əlaqədar işgüzar adətlərin olmaması lazımdır. MMC Azərbaycan hüququnda yeni bir institut olduğu üçün, hələlik işgüzar adətlər formalaşmamışdır. İşin həcmini artırmamaq, habelə hərdəfə problemin analogiya üzrə həllini göstərərkən bu məsələyə qayıtmamaq üçün bunları girişdə göstərməyi məqsədəuyğun bildik. Odur ki, analogiya məsələsi ilə əlaqədar qismlərdə deyilənləri nəzərə almaq lazımdır.

[2] Bu barədə baxın; Sabir Allahverdiyev, Azərbaycan Respublikasının Mülki Hüquq Kursu, Bakı 2008, Cild I, səh. 520.

[3] bax:  http://www.taxes.gov.az/?lang=&name=birpencere&bolme=reyestr 2.03.2010 tarixinde qeydiyyatdan keçen şirkətlər.

[4] http://taxes.caspel.com/1/download/a11.pdf 13.04.2010

[5] Bu maddədə səhmlərin yox, səhmdarların ifadəsindən istifadə edilmişdir. Belə ki, I cümlədə səhmdarların sadə səs çoxluğu ilə, II cümlədə isə səhmdarların ümumi yığıncağında səsvermə hüququna malik olan səhmdarların üçdə iki səs çoxluğu ilə deyilmişdir. SC da səsvermə hüququ səhmdarlara aid edilmir, yəni bu hüquq səhmə bağlıdır. Çünki, 107-3.5-ə görə  bir səsli səhm- bir səsdir.

[6] Yuxarıda təsis yığıncağı başlıqlı qismdə bunlar izah edilib.

[7] S.Allahverdiyevə görə, MM-də müstəsna səlahiyyətin verilməməsi haqqında qayda nəzərdə tutulmadığına görə ÜY-ın iradəsi əsasında, müstəsnə səlahiyyətlərin digər orqanlara verilməsi mümkündür. Bu barədə baxın; Sabir Allahverdiyev, Azərbaycan Respublikasının Mülki Hüquq Kursu, Bakı 2008, Cild I, səh. 520.

[8] MM-nin 93-ci maddəsini təhlil etsək, payın keçməsinin dört formada ola biləcəyini görürük: satış (üçüncü şəxslərə və digər ortaqlara), bağışlama (üçüncü şəxslərə və digər ortaqlara), payın cəmiyyət tərəfindən alınması, habelə vərəsəlik üzrə.

[9] Ölüm və ya hüquqi şəxsin yenidən təşkili halının çıxma sayılması üçün vərəsənin və ya hüquqi şəxsin varisinin cəmiyyətə iştirakçı kimi qəbul olmaması lazımdır.

Məqalədəki fikirlər müəllifin şəxsi mülahizələridir

mm

Hər yayımda təqdim olunan mövzu başlıqlarında müəllifi olduğunuz və ya tərcümə etdiyiniz məqalələri bizim veb-səhifəmizdə yayımlıya bilərsiniz.

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