By law, Turkish companies are required to hold their ordinary
general assembly meetings by the end of March each year.
Ordinary General Assembly
Annual general assembly meetings for joint stock companies
(''JSCs'') and limited liability
companies ("LLCs'') must be held
within three months following the end of their fiscal year. For
most Turkish companies, the fiscal year ends December 31, requiring
a general assembly meeting by March 31, 2015.
Appointment of authorized signatories with monetary and/or area
The annual general assembly meeting is an excellent opportunity
to amend the articles of association in compliance with trade
registries' new practice regarding authorized signatories.
Trade registries now accept representation authority with monetary
and/or area limits — a change from their previous
interpretation. Therefore, provided the articles of association
allow adoption of an internal directive, it is possible to appoint
authorized signatories with monetary and area limits.
Actions to consider
A JSC or LLC whose fiscal year ended December 31 should convene
its general assembly meeting by March 31, 2015.
JSC general assembly meetings can be convened without
announcement if all shareholders participate. Although a notarized
and apostilled power of attorney is needed if the shareholders are
not present, the additional announcement period can be
LLC general assembly meetings can be convened without
holding an actual meeting by circulating the resolution. This
eliminates the need for a power of attorney, so there is no delay
associated with notarization or apostillization.
It is important for Turkish companies to remain in good standing
by complying with annual requirements. This can also be an
opportunity to adopt an internal directive to designate authorized
signatories with restricted authority.
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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