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THE PROCEDURES AND PRINCIPLES OF THE GENERAL ASSEMBLY MEETINGS OF JOIN STOCK COMPANY CHANGE IN THE BASICS!

15.10.2020

"The Regulation on the Amendments on the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and on the Representatives of the Ministry of Customs and Trade to Attend these Meetings" prepared by the Ministry of Trade ("Ministry") was published in the Official Gazette dated 09.10.2020 and numbered 31269.

With the change made:

  • The Regulation will hereafter be referred to as the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry to Attend These Meetings".
  • In order for non-public joint stock companies to represent both registered and bearer share certificates through their proxies at the meeting, the power of attorney must be prepared in accordance with the example in ANNEX-3 of the regulation and notarized manner.
  • In cases where the ministry representative attends the meeting upon request, the representative is required to sign the meeting minutes, and the general assembly report that the ministry representative does not sign will be deemed invalid.
  • It will not be mandatory to have a ministry representative in all general assembly meetings of companies with a one share, except for companies whose establishment and articles of association are subject to the permission of the Ministry.
  • The Ministry representative will submit the meeting documents to the relevant area in MERSIS within a week.
  • The request for the appointment of the ministry representative can also be made electronically via MERSIS with the petition included in ANNEX-1 of the regulation.
  • When requesting the representative of the Ministry, the signatory circular of those who signed the petition will not have to be attached to the petition.
  • In cases where the board of directors does not exist or it is not possible to form a board meeting quorum, if a meeting is desired to be held without a call, the Ministry representative may be requested to be appointed with a petition approved by the notary public of all shareholders or representatives.
  • In addition, with article 15, which will come into force a month later, all the cost fees of the ministry representative and the taxes to be incurred will be deposited into the account of the relevant accounting unit and the document showing the payment of the fees will be attached to the petition of the appointment of the ministry representative.

In addition, it should be noted that the minutes and petition samples included in the annex of the Regulation have been updated according to the changes and this situation should be observed in the transactions to be made.

You can read the full text of the Regulation (in Turkish) here.

Should you have any queries and/or remarks, please do not hesitate to contact us. 

Kind regards,

Zumbul Attorneys-at-Law

info@zumbul.av.tr