The Regulation On Procedures And Principles Regarding General Assemblies Of Joint Stock Companies And Representatives Of The Ministry Of Trade Attending Such Meetings, Published In The Official Gazette Dated 28 November 2012 And Numbered 28481 And Entered Into Force On The Same Date (The “Regulation”), Has Been Enacted As Per The Turkish Commercial Code Numbered 6102 Which Was Published In The Official Gazette Dated 14 February 2011 And Numbered 27846 And Entered Into Force On The Same Date (The “Law”) In Order To Regulate The Procedures And Principles Regarding The General Assemblies Of Joint Stock Companies And Attendance Of The Ministry Of Trade’s (The “Ministry”) Representatives To General Assemblies That Have The Specific Agenda Items As Stipulated Under The Regulation. The Regulation Has Been Amended By The Regulation Amending The Regulation On Procedures And Principles Regarding General Assemblies Of Joint Stock Companies And Representatives Of The Ministry Of Trade Attending Such Meetings Which Was Published In The Official Gazette Dated 9 October 2020 And Numbered 31269 (The “Amending Regulation”). This Monthly Updates Aims To Provide A Brief Explanation On The Amending Regulation And Highlights The Novelties Introduced In The Regulation.
Major Changes Introduced By The Amending Regulation
The Amending Regulation Has Introduced, Among Others, Novelties With Regards To
- Obligations Of Joint Stock Companies With A Sole Shareholder In Relation To General Assemblies;
- Powers Of Attorney To Be Issued By Shareholders Of Joint Stock Companies In Relation To General Assemblies;
- Applications To Be Made For The Attendance Of The Ministry Representatives To General Assemblies; And
- Obligations Of The Ministry Representatives.
Obligations Of Joint Stock Companies With A Sole Shareholder
Previously The Regulation Included An Exemption With Regards To The Election Of A Clerk And Vote Collector At General Assemblies Of Joint Stock Companies With A Sole Shareholder, Whereby Such Joint Stock Companies Were Not Obliged To Appoint A Clerk And Vote Collector In General Assemblies. In Line With The Amending Regulation, Such Exemption Has Been Extended And Joint Stock Companies With A Sole Shareholder Now Have Also Been Exempted From The Obligation Of Preparing The List Of Attendees, As Well As The Formation Of The Meeting Presidency. With Such Amendment, Joint Stock Companies With A Sole Shareholder Shall No Longer Be Obliged To Elect The Chairman, Clerk And Vote Collector And Prepare A List Of Attendees While Holding Their General Assemblies.
Moreover, The Obligation To Have A Ministry Representative At General Assemblies Of The Joint Stock Companies With A Sole Shareholder, Except For The Companies Whose Establishment And Articles Of Association Amendments Are Subject To The Approval Of The Ministry, Has Also Been Removed.
Powers of Attorney to be Issued by Shareholders
Prior to the Amending Regulation, in order for shareholders of non-public joint stock companies to be represented during general assemblies via proxy, non-notarized powers of attorney for such shareholders were accepted provided that a signature declaration issued before a notary public was attached to the proxy. Pursuant to the Amending Regulation, only notarized powers of attorney shall be accepted in non-public joint stock companies for the representation of the shareholders at general assemblies via proxy, whereas powers of attorney that are not notarized shall not be accepted under any circumstances.
Application for the Attendance of the Ministry Representatives
As per the Amending Regulation, the application to be made in order for the Ministry representatives be present at general assemblies shall be signed by any one of the Directors or persons authorized to represent the company and made electronically via Central Registration System (“MERSIS”) as well as delivery by hand. Moreover, in the event that the applicant does not have a board of directors or the meeting quorum for the convocation of the board cannot be satisfied and accordingly, the respective general assembly is requested to be held without convocation specifically for the election of the members of the board, the Ministry representative may also be invited by the petition signed by all shareholders or their representatives, provided that the signature declarations of the shareholders issued before a notary public are attached.
In addition, the signature circular of the applicant has been removed from the documents to be attached to the petition with regards to invitation of the Ministry representatives for general assemblies.
Obligations of the Ministry Representatives
Prior to the Amending Regulation, the Ministry representatives to be assigned in the electronic general assembly meetings were required to attend the training to be held by the Ministry with regards to the operation and usage of the electronic GA system, as well as pass the exam to be held at the end of such training. In line with the Amending Regulation, the obligation to pass such exam for the Ministry representatives to be assigned in the electronic general assembly meetings has been removed.
Pursuant to the Amending Regulation, the Ministry representatives shall take copies of list of attendees, agenda and minutes of the respective general assemblies and deliver such documents to the general directorate in the central organization of the Ministry or to the provincial directorate in the provinces within one week following the respective general assembly. Prior to the Amending Regulation, there was no such time limit for the Ministry representative to submit the respective general assemblies’ documents to the general directorate or provincial directorate. Accordingly, list of attendees, agenda and minutes of the respective general assemblies and the report to be issued in the event that meetings cannot be held or be completed for any reason, shall also be uploaded to the MERSIS by the Ministry representatives before such documents are delivered to the general directorate or provincial directorate.
Other Novelties Introduced by the Amending Regulation
The Amending Regulation brings further amendments, including the ones as below:
- the obligation of the Ministry representative to sign the minutes shall also apply where the Ministry representative is appointed upon request, in addition to general assemblies where the Ministry representatives are required; and
- general assemblies to be held upon postponement of the initial meetings, shall convene with the attendance of the shareholders representing at least one-quarter of the share capital of the company and the resolutions shall be taken with the majority of the votes present at such meeting, unless a higher quorum is stipulated under the articles of association.
The Amending Regulation mainly provides novelties with regards to the procedures of general assemblies. With such novelties, it is aimed to facilitate and accelerate general assemblies and related procedures.