Article 297 of the Old Turkish Commercial Code (OTCC) No.6762
required the presence of a Ministry Commissar in all Ordinary
and/or Extraordinary general assembly meetings of Joint Stock
Companies, and the meeting minutes to be signed by the Ministry
Commissar for the resolutions of the general assembly meetings to
The obligation for the joint stock companies to have a Ministry
Commissar to attend general assembly meetings was relieved with the
New Turkish Commercial Code (NTCC) No.6102.
Article 407 of the NTCC provides that the obligation to have a
Ministry Representative attending general assembly meetings (the
term "Ministry Commissar" was replaced with the term
"Ministry Representative" in the NTCC terminology) will
continue to apply to the joint stock companies allowed by the
Ministry of Customs and Trade. As the Ministry of Customs and Trade
was in the spotlight regarding the practicing of the NTCC, the
related "Regulation on the Methods and Principles regarding
General Assembly Meetings of Joint Stock Companies and the
Representatives of the Ministry of Customs and Trade to Attend Such
Meetings" (the "Regulation") was published in the
Official Gazette dated October 28th 2012 and No.28481.
This Regulation superseded the "Regulation on the General
Assembly Meetings of Equity Companies and the Commissars of the
Ministry of Industry and Trade to Attend Such Meetings",
published in the Official Gazette dated 07.08.1996 and
The following issues will be taken into consideration in the
appointment of the "Ministry Representative" as per
Article 32 of the Regulation:
(1) Attendance of a Ministry representative is obligatory for
the following meetings, as well as the subsequent meeting in case
such meetings are postponed:
a) All general assembly meetings of companies the establishment
and articles of incorporation amendments of which are subject to
the permission of the Ministry; and for other companies, the
general assembly meetings, agenda of which includes capital
increases or decreases, transition to or exiting from the
registered capital system, articles of incorporation amendments
regarding the increase of the registered capital upper limit or
change of the area of activity, split-offs or change of
b) General assembly meetings of companies that practice the
electronic attendance system for general assembly meetings.
c) All general assembly meetings that are conducted abroad.
d) Special committee meetings for preferred shareholders, that
are conducted abroad.
(2) Attendance of the Ministry representative is not obligatory
for the general assembly meetings other than the ones specified in
Paragraph 1 and the special committee meetings for preferred
shareholders. However, a Ministry representative will be appointed
is requested by the persons calling the general assembly to
meeting, and approval of such requests by the appointment
(3) Applications for the appointment of a Ministry
representative for meetings where attendance of the Ministry
representative is not obligatory, made by persons other than the
ones calling the general assembly to meeting, will not be taken
into consideration. However, requests by shareholders holding at
least ten percent of the capital for the appointment of a Ministry
representative will be made to the company, along with the relevant
rationale, to be submitted to the assessment of the appointment
authority. Such requests must be submitted to the appointment
authority by the persons calling the general assembly to
(4) In meetings specified in Paragraph 1, as well as the
meetings where a Ministry representative is appointed as per
Paragraphs 2 and 3, resolutions taken in the absence of the
representative will not be valid.
(5) Persons appointed as Ministry Representatives for company
general assembly meetings will be notified to the relevant trade
registry directorates by the appointment authority.
The Regulation also includes detailed provisions regarding
issues such as setting of the minimum provisions to be contained in
the internal guidelines regarding invitation to meetings, meeting
and resolution quorum, announcements, and methods and principles
for the general assembly activities.
Originally published February, 2013.
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.
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