Turkey amends Regulation on General Assembly Meetings of Joint-Stock Companies

Turkey has issued new amendments to the Regulation on the Procedures and Principles of General Assembly Meetings of Joint-Stock Companies and the Ministry Representatives Attending These Meetings, which is expected to improve the efficiency of general meetings.

The amendments went into effect on 29 May 2021 following their publication in the Official Gazette numbered 31495.

Scope of call for a General Assembly Meeting

The notice or the announcement convening the General Assembly Meeting is no longer required to include the identity document and contact information of the corporate representative appointed by the company.

Documents to be prepared by the board of directors

The documents to be prepared for General Assembly Meetings must include the bearer shareholders’ chart, which – if applicable – is provided by the Central Registry Agency. In the case of bearer shareholders, the board of directors must issue the list of attendees in accordance with the bearer shareholders’ chart.

Attendance of a Bearer Shareholder

To be able to attend the General Assembly Meeting, bearer shareholders must provide the board of directors with proof of holding a bearer share certificate and prove that their name or title is listed in the shareholders’ chart before signing the list of attendees.

Until 31 December 2021, those entitled to call a General Assembly Meeting must include in the list of attendees those shareholders who have applied to the Central Registry Agency for notification of the issuance of share certificates, but have not yet received this notification. If the bearer shareholder is a natural person, the holder must present the identity document before signing the list of attendees. If the holder is a legal person, an authorised representative must present the letter of authorisation and the identity document before signing the list of attendees.

Conclusion

The amendments introduce minor changes to the rules of procedure governing General Assembly Meetings of Joint-Stock companies and provide a simplified procedure that will improve the efficiency of the general meetings.

If you have any questions on this regulation, contact your regular CMS partner or local CMS experts: alican.babalioglu@ybk-av.com and damla.erensoy@ybk-av.com.

This article was written by Alican Babalioglu, Damla Erensoy and Mina Turkkan.