The Ministry of Trade ("Ministry") has introduced certain amendments to the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to be Present at These Meetings, which was published in the Official Gazette dated October 27, 2015 and numbered 29515 ("Regulation"), with the Amending Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to be Present at These Meetings published in the Official Gazette dated October 9, 2020 and numbered 31269 ("Amending Regulation").
The amendments made in the Regulation could be summarized as follows:
- Joint stock companies with sole shareholding structure are no longer required to form a presidency or prepare a list of attendants for their general assembly meetings as per Article 14/2 of the Regulation.
- For the non-public joint stock companies, a notarized proxy has to be submitted to represent a shareholder in the general assembly meeting as per Article 18/7 of the Regulation. In other words, it is no longer possible to submit a notarized signature declaration together with a non-notarized proxy to attend the general assembly meeting.
- According to the new Article 28/7 of the Regulation, in case the general assembly meeting is postponed for a reason other than failure to meet the necessary quorum, ordinary meeting and decision quorums which are applicable for the first general assembly meeting shall apply to the meeting which will be held after the postponement.
- In accordance with Article 32/2 of the Regulation, joint stock companies with sole shareholding structure are no longer required to appoint Ministry representatives for their general assembly meetings except for the joint stock companies that are subject to Ministry's approval for their incorporation and amendments to the articles of association.
- With the changes made in Article 35/1 of the Regulation, application for the appointment of a Ministry representative can be made physically or through MERSIS (e. Turkish Central Registration System). In addition, shareholders can request appointment of a Ministry representative with a petition provided that it is signed by all of the shareholders and notarized. The shareholders can submit a petition if (i) the board of directors does not exist, (ii) it is not possible to meet the meeting quorum for the board of directors, and (iii) it is requested to hold a general assembly meeting solely for the election of the board members.
- Prior to the changes made in Article 38 of the Regulation, the Ministry representative fee and taxes accruing in relation to such fee were paid to different governmental authorities (e. the Ministry and relevant tax authority). With the Amending Regulation, it is now possible to make both of the payments to the relevant accounting department of the Ministry. Please note that unlike other amendments we have explained above, this provision entered into force as of November 9, 2020.
All in all, the Amending Regulation has introduced several changes that eased the process of holding a general assembly meeting and appointment of a Ministry representative for the joint stock companies especially for the ones with a sole shareholder.
This article was first published in Legal Insights Quarterly by ELIG Gürkaynak Attorneys-at-Law in December 2020. A link to the full Legal Insight Quarterly may be found here
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