New Procedures for General Assembly Meetings of Joint Stock Companies

Posted in Corporate, M&A and securities

On October 9, 2020, the Turkish Ministry of Trade (the “Ministry”) made a number of significant amendments to the applicable legal framework relating to the general assembly meetings of joint stock companies.

Generally, the amendments collectively serve to ease and expedite general assembly meeting procedures by allowing the filing of various corporate documents with trade registries through the Central Trade Registry System (MERSİS), which is the online filing and registration platform used by trade registries. A fast-track process for the general assembly meetings of sole shareholder joint stock companies at which a Ministry representative must be present is also introduced. It is important to note, however, that several more complex requirements are also introduced in this legislation.

The highlights of the new regime are as follows:

  • Sole shareholder joint stock companies are no longer required to constitute a board of chairmanship (başkanlık) to preside over meetings or prepare an attendee list (genel kurula katılabilecekler listesi) for general assembly meetings.
  • Sole shareholder joint stock companies that are not subject to the Ministry’s approval during incorporation or amendment of their articles of association (e.g. joint stock companies that are not banks, factoring, insurance, holding or auditing companies, etc.)  are no longer required to invite a Ministry representative to general assembly meetings when certain specific agenda items (e.g. increase or decrease of share capital) are discussed.
  • Physical submission of a petition is no longer required when it is necessary for a Ministry representative to be present. It is now possible to invite them to a general assembly meeting through an electronic submission on the MERSİS platform.
  • Companies whose board of directors cannot, for whatever reason, issue an invitation to a Ministry representative can now submit the invitation through a notarized petition jointly signed by all shareholders or their representatives.
  • The remuneration of Ministry representatives can now be paid through bank transfer to the Ministry bank accounts.
  • The power of attorney to be represented by a representative at a general assembly meeting is now required to be notarized.
  • Companies are now required to use the updated standard forms (annexed to the applicable legislation) of the following general assembly documents, which are: (i) petition requesting a Ministry representative, (ii) list of attendees, (iii) power of attorney, (iv) general assembly meeting minutes, and (v) internal directive with respect to general assembly meetings.

Most of the amendments entered into force as of October 9, 2020, except for, among others, the provision regarding the payment of the remuneration of Ministry representatives through bank transfers, which will be effective on November 9, 2020.

 

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