General Assembly Meeting Procedures In Joint Stock Companies

The general meeting is one of the mandatory organs of a joint-stock company and is composed of shareholders or their authorized representatives. Depending on the timing of the meeting, general meetings are classified into three categories: ordinary and extraordinary general meetings, physical and electronic general meetings, and called and uncalled general meetings.

1) ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

Pursuant to Article 409 of the Turkish Commercial Code, general meetings are either ordinary or extraordinary.

Ordinary general meetings are held within three months of the end of each fiscal year. At the regular general assembly meeting, the election of the management body, the review of the activity report, the review of the financial statements, the profit and loss situation, the distribution of profits, the discharge of the board of directors, and other matters to be determined are discussed and decided. The extraordinary general assembly meeting, on the other hand, is held for reasons related to extraordinary matters to be discussed, unlike the regular general assembly meetings held at specific intervals.

The general assembly meeting may be attended by registered shareholders or their representatives as listed in the attendance register, members of the board of directors, the auditor, a representative of the ministry in cases specified under Article 333 of the Turkish Commercial Code, and persons appointed to preside over the meeting. The attendance register is prepared based on the share register, which records share ownership in joint-stock companies, and a list is compiled.

2) GENERAL MEETINGS WITH AND WITHOUT NOTICE

a)General Meetings with Notice and Notice Procedure

Pursuant to Article 414 of the TCC, the general meeting shall be convened in accordance with the provisions of the articles of association, by means of an announcement published on the company’s website and in the trade registry gazette. This notice must be published at least two weeks prior to the meeting date, excluding the days of publication and the meeting itself. Shareholders whose names are recorded in the share register and who have previously provided the company with share certificates or documents proving share ownership along with their addresses are notified of the meeting date, agenda, and the newspapers in which the notice will be published via registered mail with return receipt. The relevant two (2) week period shall commence on the date of the last announcement.

The general assembly shall be convened by the board of directors even if its term has expired. As a rule, the board of directors is required to convene the meeting, but in exceptional cases, the liquidators may also convene the meeting within the scope of their duties and, if the board of directors cannot be convened, by court order. Shareholders holding at least one-tenth of the company’s capital, or one-twentieth in publicly traded companies, may request the board of directors to convene the general meeting or to add items to the agenda for discussion at the meeting, provided that they submit a written request stating the compelling reasons and the agenda.

The form of notice for convening the general meeting, as stipulated in the relevant regulations, must be published in the manner specified in the articles of association, on the company’s website, and in the Turkish Trade Registry Gazette. All of the conditions specified herein must be met; these are cumulative conditions, not optional conditions. It is important that all shareholders participate in the general assembly and express their opinions, and therefore all shareholders must be informed of the content, place, and time of the meeting.

The announcement to be made and the registered letter to be sent must include certain information. These include the company’s name, the date, time, and location of the meeting, the agenda, the old and new versions of the relevant article if there is a change to the articles of association, the identity of the person making the call, the location and time of the second meeting if the first meeting cannot be held, and where the annual activity report and financial statements can be reviewed. The general assembly cannot be convened by a simple letter, e-mail or fax without fulfilling the requirements of a registered letter with return receipt and other notification requirements.

General assembly meetings held without complying with the notification procedure may be subject to cancellation by the court.

b)General Assembly without Notice

Pursuant to Article 416 of the Turkish Commercial Code, the convening of a general meeting without following the notice procedure is regulated. According to this regulation, the general meeting may be convened and may make decisions as long as the quorum is present, provided that all shareholders do not object. This provision regarding the general meeting without notice allows the meeting to be held without the need to notify all shareholders and with the participation of all shareholders.

There is no formal requirement for the objection of shareholders as stipulated in the provision, and it may be made orally or by leaving the meeting. In such cases, no decision may be made at a general meeting without notice. Here, the use of positive or negative votes in the decisions to be made will not constitute an issue provided that the required majority is achieved.

The principle of adherence to the agenda applies to general meetings without notice. As a rule, matters not included in the agenda cannot be discussed. However, in accordance with the exception provided for in Article 416/2 of the Turkish Commercial Code, an item may be added to the agenda by unanimous vote, and a decision may be made on this matter.

3) PHYSICAL AND ELECTRONIC GENERAL MEETINGS

General meetings may be held electronically or physically. In physical general meetings, shareholders participate in person or through their authorized representatives. In electronic general meetings, proceedings are conducted through the e-general meeting system (e-GKS).

Pursuant to Article 409 of the Turkish Commercial Code, unless otherwise stipulated in the articles of association, the general assembly is held at the company’s registered office. Physical general assembly proceedings are conducted in accordance with the procedures outlined above, and no proceedings are conducted through an electronic medium.

General meetings in an electronic environment are regulated under Article 1527 of the TTK. According to this provision, participation in general meetings of joint-stock companies, making proposals, expressing opinions, and voting in an electronic environment have the same legal consequences as physical participation and voting. The Regulation on General Meetings of Joint-Stock Companies to Be Held in an Electronic Environment contains detailed provisions regarding general meetings in an electronic environment.

Year: 2025

Application: General Assembly Meeting Procedures In Joint Stock Companies

Lawyers: Mehmet Said Sarıbaş & Bilal Akbaba

E-mail: info@saribasakbaba.av.tr

Website: saribasakbaba.av.tr