Amendments on Procedures and Principles of General Assembly Meetings of Joint Stock Companies
Regulation Amending the “Regulation on Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of Ministry of Trade and Customs to be Present at Such Meetings (the “Amendment Regulation”) has been published in the Official Gazette dated 9 October 2020, numbered 31269 and provisions of the Amendment Regulation except the ones regarding the fees and expenses of the Ministry representatives have entered into force as of the publication date.
By the Amendment Regulation, several amendments regarding the procedures and principles on the obligations to be fulfilled in terms of General Assemblies have been introduced.
Main provisions of the Amendment Regulation are as follows:
- Definition of MERSİS: MERSİS system, which has significant importance in terms of registration processes and relevant applications, has been regulated within the scope of the Amendment Regulation and defined as “the system including the common database which has been constituted and processed by Turkish Union of Chambers and Exchange Commodities and where trade registration processes are carried out electronically and trade registration records and the contexts that need to be registered and pronounced are stored regularly and presented electronically.”
- Preparation of List of Attendants for Sole Shareholder Companies: By the Amendment Regulation, the obligation of constituting a chairmanship and preparing a list of attendants to the General Assembly Meeting (list of attendants) has been abolished.
- Right to Attend the Meeting: By the Amendment Regulation, in case the notarized proxy is non-available, the option of submitting a notarized signature declaration for the representation of the owners of registered share certificate or bearer share certificate in non-public companies has been abolished and it has been regulated that, only the proxy in the Appendix-3 of Amendment Regulation can be issued as notarized.
- Postponing the Meeting: By the Amendment Regulation, it has been regulated that in case that a General Assembly meeting is postponed for any reason, the quorum for the next meeting shall be calculated and applied as it was calculated in the first meeting excluding the situations that the quorum which has been set forth in the Turkish Code of Commerce no. 6102 or within the Articles of Association of such company is not met or it is understood as a result of the call made during the meeting that the number of shares represented in the General Assembly meeting is less than the number of shares based on the list of attendants provided before the General Assembly.
- Obligation of Having a Ministry Representative: By the Amendment Regulation, the obligation of having a Ministry representative at sole shareholder companies’ general assembly meetings has been abolished, except for the companies of which the incorporation and articles of association amendments are subject to the permission of the Ministry.
- Request for Ministry Representative: By the Amendment Regulation, the current implementation has been taken under provision and it has been regulated that the request for the attendance of a Ministry Representative can be made through MERSİS.
Pursuant to the Amendment Regulation, a request can be made with the notarized petition of the shareholders or their representatives in cases where a board of directors does not exist or it is not possible to have a board meeting quorum and a meeting without a call is desired to be held exclusively for electing board members.
- The Application Regarding the Request for Ministry Representative: By the Amendment Regulation, the obligation of submitting the signatory circular (which is required with a copy of the relevant page of the Resolution book that must be submitted within the application -alternative to submission of a notarized copy of the relevant resolution of the board of directors- certified by the authorized person) of the authorized representative and also those who signed the application petition is abolished. There is no need to submit the aforementioned documents for the applications that will be made following the date that the Amendment Regulation has entered into force.
Please click here to access the full text of the Amendment Regulation.
Aslı Kınsız, Lawyer
Burak Batı, Trainee Lawyer
Orçun Turan, Trainee Lawyer