Newsletter on the Amendment to the Regulation on the General Assembly Meetings of Joint Stock Companies
- Change in the Name of the Regulation
As per “Regulation Amending the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of Ministry of Customs and Trade to be Present at These Meetings” published in the Official Gazette dated 09.10.2020 and numbered 31269, “the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of Ministry of Customs and Trade to be Present at These Meetings” published in the Official Gazette dated 28.11.2012 and numbered 28481 (“Regulation”) has been amended.
The name of the Regulation has been changed as “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to be Present at These Meetings”, and the significant changes made in the Regulation are as follows:
- Regulations Regarding the Companies with Sole Shareholder
Article 32 of the Regulation regulating “Mandatory Attendance of Ministry Representative” has been amended. With this amendment, the attendance of the Ministry representatives to the general assembly meetings of the joint stock companies with sole shareholder is no longer required. However, attendance requirement remained unchanged for the companies whose incorporation is subject to the permission of the Ministry of Trade .
Thus, the joint stock companies with sole shareholder that are not subject to the permission of the Ministry of Trade will be able to hold ordinary and extraordinary general assembly meetings without the attendance of the Ministry representative.
According to the amendment made to article 14 of the Regulation; composition of the presidency for the meeting (i.e. election of chairperson, vote collector and secretary) and preparation of list of attendees are no longer required for the joint stock companies with sole shareholder.
3.Regulations Regarding the Attendance to the Meeting
Paragraph 7 of Article 18 of the Regulation which regulates the “Right to Attend to the Meeting” was amended and the provision which enables shareholders to submit proxies without being notarized (i.e. a signed proxy document along with the notarized signature specimen) was removed from the Regulation.
Therefore, the proxies to be issued in Turkey for the representation of real and/or legal person shareholders at the general assembly meetings are required to be notarized. No changes have been made to the regulatory principles of proxies to be issued abroad.
4.Regulations Regarding the Procedure for Requesting a Ministry Representative and the Central Registration System
With the amendments to Article 35 of the Regulation titled “Requesting for a Ministry Representative”:
– Applications in relation to the attendance of a Ministry representative in the ordinary or extraordinary general assembly meetings called by the Board of Directors can be made not only physically but also electronically via MERSIS at least ten days before the meeting date.
– In the event that (i) the board of directors of a joint stock company does not exist or cannot convene due to absence of quorum and (ii) shareholder(s) requests for a meeting without a call to be held exclusively for the election of the members of the board of directors in accordance with Article 12 of the Regulation; the Ministry representative can also be appointed with a petition along with the notarized signatures of all the shareholders or their representatives.
With the amendment to Article 36 of the Regulation titled “Documents to be attached to the application in relation to the requesting for a Ministry representative”, the signature circular of those who signed the petition regarding the request of a Ministry representative have been removed from the documents required for the application.