Turkey: Is It Obligatory To Appoint A Corporate Representative In The General Assemblies Of Joint Stock Companies?

Last Updated: 13 September 2013
Article by Tuna Çolgar

The Turkish Commercial Code1 ("TCC") Article 428, which governs the provision of maximum representation of shareholders in the general assembly of a joint stock company, stipulates new representative appointments that are not required in the former Turkish Commercial Code No. 6762.

Article 428/1 TCC regulates the appointment of the body representative and the independent representative. Pursuant to this article "In case the company shall recommend a person, related to the company in any way, in order for the shareholders to appoint as their representatives to vote and carry out other related actions in the general assembly meeting in their name, it shall also recommend another person which is totally independent and neutral for the same position and shall announce these two persons pursuant to the articles of association and publish in the website of the company." As understood from the article, if the company recommends a related person - body representative - to represent shareholders, it has to recommend another independent and neutral person - an independent representative - to the shareholders. In other words, the appointment of an independent representative is subject to the appointment of the body representative.

The corporate representative is regulated under paragraph two and the subsequent paragraphs of Article 428. This provision, which is intrinsic to Turkish law, aims to recommend persons who may organize the gathering of representative certificates with respect to shareholders which may arrive in large numbers, especially their encouragement with respect to this duty, their acting wholly independent from the company management and fill the gap2. Paragraph 2 of Art. 428 TCC stipulates as follows: "Additionally, the board of directors shall invite the shareholders, by an announcement and publication of a message on the website at least forty five days prior to the publication in the Turkish Trade Registry Gazette and announcement on the website of the convocation announcement for the general assembly, to notify the identification, address and e-mail address and phone and telefax numbers of the corporate representative to the company latest within seven days. The persons willing to be corporate representatives shall also be invited to make an application to the company with the same message. The board of directors shall, within the convocation for the general assembly meeting, announce and publish on its website the notified persons, together with the persons referred to in the first paragraph, with their addresses and communication numbers. Proxies may not be collected for corporate representatives unless the procedures of this paragraph are fulfilled."

To summarize, the announcement of the corporate representative must be made at least forty-five days prior to the publication of the convocation of the general assembly meeting in the Turkish Trade Registry Gazette. As is known, pursuant to art. 414 TCC, the general assembly must be called to the meeting with a notice made at least 2 (two) weeks before the meeting, excluding the notice and meeting days. In this case, with a simple calculation, the announcement of the corporate representative must be made 60 (sixty) days before the general assembly meeting; this may create problems in circumstances that require the urgent convocation of the general assembly3. Further, in practice, most general assembly plans may not be made before 60 (sixty) days of the date planned for the general assembly. For this reason, the wording of the law constitutes a problem with respect to practice.

In order to relieve the practice, the Ministry of Customs and Trade, General Directorate of Domestic Trade in its opinion dated February 8, 2013, stipulated that the obligation to call a corporate representative, like the independent representative regulated under paragraph one of Art. 428, shall arise in the event a body representative is appointed. However, when the justification of the law and its text is analyzed carefully, it is understood that this Opinion of the Ministry of Customs and Trade, General Directorate of Domestic Trade contradicts the spirit and wording of the Law.

Indeed, if the wording of the provision regarding corporate representation is analyzed, it is not possible to conclude that the appointment of a corporate representative is subject to the appointment of a body representative. The regulation of such an appointment in a separate article supports this opinion. Moreover, the paragraph starts with the expression "In addition"; thus it strengthens the thesis that appointing a new independent representative in addition to the representatives in the first paragraph is provided for in the article. Also, when the wording of the article is analyzed, with a focus on expressions such as "calls", "requested" and "publishes", which explain the duties of the board of directors, it is concluded that the board of directors does not have any discretion regarding this issue.The doctrine states that"... all joint stock companies, without any difference, will be obliged to apply the provision with regards to the corporate representative before a certain period of their general assembly meetings."4.

Moreover, explanations in the justification that underpins Art. 428 TCC stipulate that the regulation regarding corporate representation is independent from the first paragraph. For example: "It is possible for the company to not stipulate a body representative in order for the company (management) to be released from the obligation to recommend an independent representative. However, even if the management applies this method, corporate representatives in the third paragraph of the article may come up and the obligation of proclamation may still occur."

Explanation of the justification of Art. 428 stipulates the consequences of non-compliance with the appointment procedure for a corporate representative as follows: "The non-compliance with this proceeding is grounds for annulment of the general assembly resolutions. This conclusion is derived from Article 445." Art. 445 TCC, cited as the source from which the sanction of annulment is derived, is parallel to Art. 381 of the former TCC No. 6762 regarding reasons for annulment. However, Art. 446 TCC, which regulates the persons that may file a suit, establishes different requirements from the former provision. To summarize, Art. 446 TCC sets forth four separate inconsistencies as reasons for the annulment of the general assembly. These are, (i) The non-execution of the convocation according to the procedure, (ii) the non-announcement of the agenda as required, (iii) participation and voting of unauthorized persons or representatives to the general assembly and (iv) unjust prohibition of the right to join and vote in the general assembly. Neither the shareholder's presence at the general assembly nor negative voting has any bearing on the allegation of these inconsistencies. However, only the shareholders who allege that one of these four inconsistencies affected the general assembly resolution may file a suit for annulment. Within this context, if the announcement of the corporate representative is not made, the call/invitation shall be deemed irregular. In this case, the shareholders who allege that the call/invitation is not made in due form, pursuant to Art. 446/2 TCC, may file a suit for annulment in the event they prove that this situation affected the rendering of the general assembly resolution. This "affect condition" is predominantly interpreted as the effect on the quorum5. Moreover, it should be noted that even though the Ministry Opinion stated above provides convenience, it does not have a binding nature with respect to the courts.

Finally, it must be noted that the representative appointments foreseen by Art. 428 TCC are obligatory for the joint stock companies listed on the stock exchange and public companies whose shares are distributed to many shareholders. This provision is criticized since it brings additional costs to small joint stock companies6. On the other hand, Article 30 of the Capital Markets Law, regarding participation in the general assemblies of public joint stock companies and voting, states that the procedures and principles with respect to gathering representation and voting by proxy shall be determined by the Board. This provision explicitly sets forth that Article 428 TCC shall not be applied within the scope of this Capital Markets Law. The justification of the Capital Markets Law7 ("CML") does not explain the grounds for this intervention8.

However, as expressed above, since the institution of corporate representation causes several problems with respect to non-public companies, and since it would not be applied together with the new CML in terms of public companies, the interpretations in contradiction with the wording and spirit of the law, but which satisfy the need of the practice, are made and thus the ideal application is reached by actually getting around the current provision9.

In light of the determinations and explanations provided above, it is obvious that the appointment of a corporate representative, introduced by Art. 428 TCC, causes substantial problems in practice and the general assemblies conducted by the companies face the risk of annulment due to non-compliance with the procedures stipulated under Art. 428 TCC. We are of the opinion that this situation which involves uncertainties and which may cause important disputes must be urgently resolved through the legal regulations to be made.


1. Please see Law No. 6102 published in the Official Gazette dated 14.02.2011 and numbered 27846.

2. Please see. Justification of Art. 428 TCC.

3. In the same direction, Abuzer Kendigelen, Yeni Türk Ticaret Kanunu Değişiklikler, Yenilikler ve İlk Tespitler, İkinci Bası, İstanbul 2012, p. 329.

4. Kendigelen, p. 329.

5. For example please see. Ünal Tekinalp, Sermaye Ortaklıklarının Yeni Hukuku, 3rd Edition, Istanbul 2013, p. 340, N. 15.05.

6. Kendigelen, p. 329.

7. The Law No. 6362 published in the Official Gazette dated 30.12.2012 and numbered 28513.

8. Please see. Capital Markets Law Justification of Article, 30.

9. Dünya Gazette 14.03.2013 İstanbul University Law Faculty Assist. Prof. Dr. Ali Paslı

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.

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 Video
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
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement

    Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of www.mondaq.com

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). 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 & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd 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 or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at enquiries@mondaq.com.

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.

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