Recent Amendments to the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies in Turkey

As you may recall, the main legislation governing the formalities for general assembly meetings of joint-stock companies is the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Corporations and the Ministry Representatives to be Present at These Meetings [1] (“Regulation”).

Recently few noticeable amendments were made in this Regulation and the amendments were published in the Official Gazette dated 9 October 2020 and No. 31269 (“Amendment”).

The major changes introduced by the Amendment are as follows:

• The obligation to elect a chairing committee and to prepare the list of attendants has been abolished for general assembly meetings of joint-stock companies with one shareholder.
• The requirement for the attendance and presence of a ministry representative at the general assembly meeting of a joint-stock company with one shareholder has been abolished; except for regulated sectors. Accordingly, those corporations that are subject to the Ministry of Trade’s permission for their incorporation and amendment of their articles of associations will still need to invite the ministry representative to attend their respective general assembly meetings. Although the mandatory attendance is abolished as explained above, companies may still voluntarily demand the attendance of a ministry representative, if they deem it necessary.
• Under the Regulation, certain shareholders had the option to issue their proxies for the general assembly meeting in a simple form, i.e. without going through notarization and apostille formalities. This option is now abolished. Accordingly, following the Amendment, all proxies must be issued in a notarized form and must be apostilled (if prepared outside of Turkey).
• Finally, online application is now permitted via MERSIS systems for the appointment of the ministry representative.

[1] Published in the Official Gazette dated 28 November 2012 and No. 28481