Turkey: Cumulative Voting In Non-Public Joint Stock Companies

Last Updated: 18 September 2012
Article by Fatih Işık


Following the entry into force of Turkish Commercial Code numbered 6102 ("TCC"), the cumulative voting system is permitted to be practiced in non-public joint stock companies in accordance with art. 434 of the TCC regulating voting rights of the shareholders. During the period of the Turkish Commercial Code numbered 6762, the cumulative voting was possible only for the publicly held joint stock companies.

Legal Framework

Art. 434/4 stipulates that cumulative voting in non-public joint stock companies may be regulated by a communiqué to be published by the Ministry of Customs and Trade ("Ministry"). The article, by its text, presents that the Ministry is not legally obliged to publish such communiqué and the Ministry has the discretion to regulate or not to regulate the cumulative voting system. However, the justification of the Article does not grant such discretion and grants the Ministry only the authority to regulate the cumulative voting system.

Despite the inconsistency between the Article and its justification, the Communiqué on the Principles Concerning Practice of Cumulative Voting in General Assemblies of Non-Public Joint Stock Companies ("Communiqué") entered into force through publication in the Official Gazette dated 29.08.2012 and numbered 28396.

Entry into Force of the Provisions Regarding Cumulative Voting

The date for entry into force of the Communiqué is stated, in its art. 9 titled as "Entry into Force", as the date of publication. However, art. 28 of the Act on Entry into Force and Implementation of Turkish Commercial Code ("Act of Implementation") modified by Act numbered 6335, the entry into force of art. 434 of the TCC, ―which is the legal base of the Communiqué―, is determined as 12 months later following the publication. Thus, the entry into force for the provisions of cumulative voting is differently stipulated in Act of Implementation and the Communiqué.

The Provisions of the Communiqué

The cumulative voting system is a practice in joint stock companies, which shall ensure effective participation and representation of the minority shareholders to administration of the company by affecting appointment of the board of directors. This function of cumulative voting is also reflected to the first article of the Communiqué stating the purpose of the Communiqué. Pursuant to this article, the purpose of the Communiqué is to regulate procedures and principles for practice of cumulative voting which shall ensure that the shareholders who do not hold the majority shares make elect a member for board of directors. The scope of the Communiqué is stated in art. 2 as regulation of the cumulative voting in election of the members for board of directors. Within the light of these two articles, it is possible to envisage that the cumulative voting is only possible for appointment of the board of directors' members and other resolutions of the general assembly cannot be adopted by practice of cumulative voting.

Pursuant to the Communiqué, the cumulative votes shall be calculated by multiplication of the votes of the shareholders in the general assembly with the number of the board of directors' members to be appointed. However, the practice of cumulative voting is held subject to some conditions within the Communiqué.

In art. 5 of the Communiqué, positive and negative conditions are regulated for practice of cumulative voting. The positive conditions are; the articles of association must accept practice of the cumulative voting and the number for board of directors' members shall be determined as a fixed number, which is not less than three. The negative conditions are; the articles of association shall not stipulate any provision regarding representation of some groups in the board of directors and/or regarding determination of a candidate for board of directors within the scope of art. 360 of the TCC and it shall not stipulate a privilege in voting pursuant to art. 479 of the TCC.

The method for practice of the cumulative voting is stipulated in art. 6 of the Communiqué. According to this article, cumulative votes need to be cast with written ballots. These ballots show the distribution of the votes and include the name, signature and number of votes the shareholder has and these written ballots are submitted to the chairmanship. However this article reserves the provisions regulating the general assemblies to be electronically held.

In order to be in harmony with the provisions of TCC regulating voting with proxy, art. 7 of the Communiqué regulate cumulative voting in proxy voting. Pursuant to this article, in case the collective voting shall be a mandatory voting upon the request of other shareholders or their proxies, the representative shall also practice the cumulative voting, even there is no clear statement in its proxy. In case there is no instruction regarding distribution of the cumulative votes, the distribution amounts shall be decided by the representative.

The Communiqué obliges respect to the provisions regarding cumulative voting and holds the board of directors liable for non-application and blocking the application or lightening the effect of the practice of the cumulative voting.


As stated above, before the entry into force of TCC, the cumulative voting was possible only for the publicly held joint stock companies. However, there was no legal reason to grant this possibility only to publicly held joint stock companies and not to the non-public joint stock companies. Therefore, the fact that the cumulative voting can be also practiced in non-public joint stock companies which shall ensure participation of the minority shareholders to administration of the company is a favorable solution of TCC.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Herguner Bilgen Ozeke Attorney Partnership
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Herguner Bilgen Ozeke Attorney Partnership
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions