Turkey has also taken its part in the global innovative trends
of the business world and the means of holding electronic meetings
for the general assemblies and the board of directors have been
introduced into the legislative system.
In Article 1527 of the new Turkish Commercial Code numbered 6102
("Turkish Commercial Code")1,
corporations are permitted to hold their Board of Managers, Board
of Directors or General Assembly meetings on electronic media.
Meetings can either be held in a totally electronic environment or
by certain members physically attending to the meeting, and the
rest participating by electronic means.
What are the general requirements?
The law requires that (i) the corporation must have a web site
dedicated to such objective, (ii) its shareholders must submit a
request for using this method, (iii) the sufficiency of electronic
medium for effective participation is proven by a technical report,
and (iv) identities of the voters are not disclosed.
What about the details?
Communiqué on the Assemblies Conducted in Business
Companies via Electronic Means
("Communiqué")2 lists out the
requirements for holding electronic assemblies in the corporations,
except for the General Assembly meetings of the joint stock
Article 11 of the Communiqué states that companies have
the obligations (i) to include proviso on holding electronic
assemblies in an exact format, as provided under the
Communiqué, (ii) register the technical report proving the
sufficiency of electronic medium for effective participation with
the Trade Registry, (iii) publish the term of use of the Electronic
Meeting System in its web site, (iv) take necessary precautions for
the possible troubles in the Electronic Meeting System, (v)
transfer the resolutions, which would be required to be registered
under Turkish law, to the Central Registry Record System, (vi) to
keep the records of all the transactions conducted in the
Electronic Meeting System; identity information of the attendants
and their representatives by holding these records for a term of
ten (10) years and keeping them confidential.
General Assemblies of the Joint Stock Companies
Electronic General Assemblies of the Joint-Stock Companies are
regulated under the Regulation on General Assemblies in Joint Stock
Companies to be held via electronic means
("Regulation")3. Article 6 of the
Regulation provides that the joint stock corporations holding
electronic general assemblies are required to submit the required
meeting documents, required for the right holders and the meeting
itself, to the Electronic General Assembly System
("EGAS") with a secured electronic signature. This
method enables the right owners to be able to have access to the
documents under the EGAS with their electronic signatures.
Applications for attending to the general assembly meetings by the
right owners are made through EGAS as well.
What about the big companies?
Last but not least, the foregoing proviso of Turkish Commercial
Code is deemed to be mandatory for companies quoted on the stock
exchange. The shares of those companies are monitored by the
Central Registry Agency ("CRA") and therefore
their EGAS will be provided by CRA and the obligation to keep the
records for a certain time will be fulfilled by CRA as well.
Well, let's embrace the technology...
The modern technologies enabled us to communicate with every
part of the world easily. To observe that the legal systems are
getting adapted to those innovations be held is pleasing. It is
important to underline the fact that these kinds of legislations
are especially important for foreign investors investing/operating
in Turkey. Holding electronic meetings will reserve the time and
energy. The legislations are still considerably new; however they
show a promising potential for global investments in the
1 Turkish Commercial Code dated January 13, 2011 and
numbered 6102, published in the Official Gazette dated February 14,
2011 and numbered 27846.
2 Communiqué on the Assemblies Conducted in Business
Companies via Electronic Means except for the Joint Stock
Corporation General Assemblies published in the Official Gazette
dated August 29, 2012 and numbered 28396.
3 Regulation on General Assemblies in Joint Stock Companies
to be held via electronic means dated August 28, 2012 and
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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