Overview
General Assemblies are compulsory joint stock company bodies convened with the participation of the shareholders or their representatives. General assembly meetings can be convened in two different ways as ordinary and extraordinary. Ordinary meetings are those held within three months of the end of each activity period. Extraordinary meetings are held when necessary. The meeting place is the place where the headquarters of the company is located, unless otherwise provided.
General Assembly Stages in Respect
The organization procedure of general assemblies is regulated within the framework of the Turkish Commercial Code and the relevant regulation “The Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings” (“Regulation”). According to these regulations, in order for the general assembly to convene, it must be duly called for a meeting. As a rule, the authority to invite the general assembly to convene is vested in the board of directors.
As a rule, the agenda of the general assembly is determined by who called the meeting. Subjects that are not on the agenda cannot be discussed in the general assembly, with exceptions reserved. The board of directors determines the agenda of the general assembly by making a decision.
The general assembly is called to the meeting, as indicated in the articles of association, by an announcement published in the Turkish Trade Registry Gazette. Announcement must be made at least two weeks in advance. If the quorum cannot be met at the first meeting, the general assembly must be called for a re-meeting with the same procedure. In the announcement, the date and time of the meeting, the meeting place, the agenda, if there is a change in the articles of association, the old and new forms of the changed articles, and who made the call must be stated.
If the issues specified in Article 32 of the Regulation are included in the agenda, the representative of the Ministry must be present at the relevant general assembly meeting. Since increasing or decreasing the capital is within the scope of the regulation, a representative from the Ministry should be requested to attend the general assembly meeting. This request must be submitted physically or electronically via MERSIS, with a petition at least ten days before the meeting date, by stating the place, day and time of the meeting, by any of the members of the board of directors or by persons authorized to represent the company.
Discussions and decisions taken at the General Assembly meeting are recorded in the minutes by the meeting chairmanship. The minutes include the shareholders or their representatives, the shares they hold, their groups, their numbers, their nominal values, the questions asked at the general assembly, the answers given, the decisions taken, the number of positive and negative votes used for each resolution. The minutes must be signed by the chairman of the meeting and the Ministry representative; otherwise the report will be invalid.
At the end of the meeting, the chairman of the meeting immediately delivers a copy of the general assembly meeting minutes and all other documents related to the meeting, including the list of attendees, to the company; delivers a copy of the list of attendees, the agenda and the minutes of the general assembly meeting to the Ministry representative.
After the general assembly meeting by the board of directors, a notarized copy of the general assembly minutes and a copy of the representative's letter of assignment in meetings with the Ministry representative and other documents requested by the trade registry directorate are immediately given to the relevant trade registry directorate.
Unal§Partners Legal Team
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