WHAT SHOULD BE THE QUORUM NUMBER FOR CORPORATIONS’ PRIME CONTRACT MODIFICATIONS?
1- Unless expressly provided otherwise in a provision in the Turkish Commercial Code or the prime contract, decisions that change the prime contract are made in the general meeting where at least half of the company capital is represented and with the majority of the present members’ votes. Unless the foreseen quorum number is obtained, a second meeting can be made in 1 moth at most. For the second meeting the quorum is that at least 1/3 of the company capital is represented in the meeting. The provisions of prime contract that nullifie the foreseen quorums in this paragraph or foresees relative majority are deemed null and invalid.
2- The prime contract modification decisions below are made with the consensus of shareholders of the capital as a whole or their representatives:
2.1- Decisions that impose liability and secondary liability to close the balance sheet losses.
2.2- Decisions about the company moving abroad.
3- Decisions for prime contract modifications below, are made with the votes of shareholders of at least %75 of the capital or their representatives;
3.1- Company’s field of operation is completely changed.
3.2- Privileged share is created.
3.3- Limitation of the transfer of shares that are in the name of the holder.
4- In case the foreseen quorums in the second and third articles can not be achieved in the first meeting the same quorums are seeked in the following meetings.
5- In companies where the certificates of shares are being traded at the stock exchange, for a decision to be made about the subjects below, in the general meetings, unless there’s a provision against the prime contract, The quorum in the article 418 of Turkish Commercial Law applies;
5.1- Prime contact changes regarding the increase of the capital and registered capital’s upper limit.
5.2- Decisions about merging, dividing and type changes.
6- The shareolders who have shares to their names, and who voted no for the complete change of operation field or creating privileged share, are not bound to the limitations regarding the transformation of the shares for 6 months beginning from the publishing of the decision in the Trade Registry Gazette.
Source: Turkish Commercial Law
