October 9, 2021

We will provide brief information in this article about the procedures regarding the annual general assembly meetings of Joint Stock Companies in Turkey.

Joint Stock Company General Assembly Transactions

The request number should be obtained by making an application from the Central Registry System and an application should be made to the regional representation of the trade registry offices in the provinces without an appointment.

1-) Petition

  • It should be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the Power of Attorney should be attached, and the accompanying document should be included.

2-) Notarized meeting minutes from the general assembly resolution book (1 copy)

3-) List of Attendants (Table showing the shareholders attending the meeting)

4-) Ministry representative appointment letter (at meetings where a ministry representative is required)

5-) In case of participation by proxy, the original Power of Attorney issued in the presence of a notary public must be submitted in the general assemblies of a single shareholder joint stock company where there is no representative of the Ministry. (Detail)

Warning:

Companies subject to independent auditing are required to elect an independent auditor for one year in accordance with Turkish Commercial Code 399 at the general assembly, and at the general assembly, the auditor must have full title, address information, tax identification number, trade registry office to which he is affiliated, registration number and Central Registry Registration System number.

Note:

  • In case there is more than one legal person in the board of directors /management board, a real person must be determined separately for each legal person.
  • For more than one legal entity, the same natural person should not be designated as the representative.
  • In case the legal person is elected to the board of directors, notarized copy (In case the legal entity is a foreign national, this decision must be approved by the Turkish Consulate in the country where the company is subject or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents and their notarized Turkish translations must be made) of the authorized body decision of the legal person board member, taken together with the legal person and on behalf of the legal person, including the name, surname, address, nationality and TR Identity number of the real person (tax number for foreign person or identification number for foreign person) determined by the legal person and if a foreign national is determined on behalf of the legal person and this foreign person is also residing in Turkey, residence permit
  • If the member of the board of directors of the legal person is a foreign national, the document containing the current registry records of the legal person (This document must be approved by the Turkish Consulate in the country the company is subject to or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents, and their notarized Turkish translations must also be made.)
  • If there is a foreign legal authorized signatory / member of the board of directors, the tax number should be stated in the minutes of the general assembly.
  • If the member of the Legal Board of Directors is of Turkish nationality, but his/her commercial residence is outside of Istanbul, the Trade Registry Office where the legal partner is registered, the Trade registry number / tax identification number and CRS number must be specified in the decision/amendment agreement.

WARNING:

  • The internal directive to be prepared in accordance with the provisions of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” must be submitted for approval at the first ordinary/extraordinary general assembly meeting to be held. Under the internal directive regarding the general assembly meeting procedures and principles, the signature of the member of the board of directors and the chairman of the meeting must be present, and the text of the internal directive must be submitted as a copy.

Explanation on the Statement of the Natural Person Designated by the Legal Entity on behalf of the Legal Entity

  • In joint stock companies with a member of the board of directors of a legal entity, the duties and authority should be given to the member of the board of directors of the legal entity, in the distribution of duties and representation decisions. Also, the name-surname, place of residence, citizenship, TR Identity Number of the real person representative of the member of the board of directors of the legal entity, tax number if it is a foreign national, or the identification number for foreigners should be stated. If the residence address of the foreign national real person representative is in Turkey, a residence permit must be attached.
  • If the board of directors is elected in the general assembly and the authority to represent has not been determined, the signature statement with the company title of all members of the board of directors. If the authority to represent is determined, the signature statement with the company title belonging only to the persons authorized to represent
  • The TR identification numbers of the members of the board of directors (tax number of foreign person or identification number for foreign person) must be specified.
  • In the event that non-shareholders are elected as members of the board of directors at the general assembly meeting, a written statement stating that they are candidates for this position or that they accept the task.
  • In this document, the place of residence, nationality, identity number if a Turkish citizen, tax number or identification number for foreign person should be stated, if it is a foreign national, a certified copy of the passport and a certified residence permit for foreign person residing in Turkey should be attached.
  • The names of the officials should be written without abbreviation in the resolutions of the general assembly and the board of directors.

JOINT STOCK COMPANY GENERAL ASSEMBLY MEETINGS THAT ARE REQUIRED TO HAVE A MINISTRY REPRESENTATIVE

Joint stock company general assembly meetings that are required to have a “Ministry Representative” are regulated in Article 32 of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” published in the Official Gazette dated 28.11.2012 and numbered 28481.

According to this, it is obligatory to have a “Ministry Representative” at the following joint stock company general assembly meetings:

1-) At all general assembly meetings of companies whose establishment and capital changes are subject to the permission of the ministry (Accordingly; The participation of the “Ministry Representative” will be mandatory at the general assemblies of joint stock companies of banks, leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holdings established as joint stock companies, companies operating foreign exchange kiosks, companies dealing with public merchandising, agricultural products licensed warehousing companies, product specialized stock exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law dated 28/7/1981 and numbered 2499, and free zone founder and operator)

2-) At the general assembly meetings of companies that implement the electronic participation system in their general assemblies.

3-) At all general assembly meetings to be held abroad

4-) All privileged shareholders to be held abroad at special general assembly meetings

5-) At the general assembly meetings with the agenda of increasing or decreasing the capital.

6-) At the general assembly meetings with the agenda of issues related to transitioning to the registered capital system or exiting the registered capital system, increasing the ceiling of the registered capital system.

7-) At the general assembly meetings that have a change in the articles of association regarding the change of the field of activity on the agenda.

8-) At general assembly meetings that have merger, division or type change issues on the agenda.

NOTE:

  • It is not obligatory for a Ministry representative to be present at the general assembly meetings other than the ones listed above, at the general assembly meetings of single shareholder companies and at the special meetings of privileged shareholders, excluding companies whose establishment and articles of association are subject to the permission of the Ministry.

WARNING:

  • The internal directive to be prepared in accordance with the provisions of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” must be submitted for approval at the first ordinary general assembly meeting. Under the internal directive regarding the general assembly meeting procedures and principles, the signature of the member of the board of directors and the chairman of the meeting must be signed and the text of the internal directive must be submitted in two copies.

Please contact us for your questions regarding joint stock company general assembly meetings in Turkey. info@karenaudit.com

Source: RKaren Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.