General Assembly Procedures in Turkish Joint Stock Companies

In Turkish joint stock companies, shareholders exercise their rights concerning company matters through the general assembly.

Types of Meetings

• Ordinary Meetings: Held within three months following the end of each fiscal year.

• Extraordinary Meetings: Convened when necessary.

• Unless otherwise stated in the articles of association, meetings are held at the company’s registered seat.

  
  

Call for the Meeting

• The board of directors calls the general assembly, even if its term has expired.

• If the board cannot convene or is absent, a single shareholder may request court authorization to call the meeting.

• Notice must be published on the company’s website and in the Turkish Trade Registry Gazette at least two weeks prior to the meeting (excluding announcement and meeting dates).

• Registered shareholders are also notified via registered mail.

• If all shareholders are present, the general assembly may convene without following the call procedure, provided no one objects.

  
  

Agenda

• The agenda is determined by the convening authority.

• Issues not on the agenda cannot be discussed or resolved, unless all shareholders agree.

Quorum

• Unless the law or articles of association stipulate otherwise, at least 25% of the share capital must be represented to convene the meeting.

• If quorum is not met at the first meeting, no quorum is required for the second.

• Resolutions are adopted by a majority of votes present.

Minutes

• The minutes must include: shareholders or representatives, shares held, questions raised, answers given, resolutions adopted, and the number of votes for/against each decision.

• The minutes must be signed by the meeting chair and the Ministry representative; otherwise, they are invalid.

• The board of directors must submit a notarized copy of the minutes to the trade registry and publish them on the company’s website.

AKL

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