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1. Introduction
The issue of digital transformation is no longer a matter of the future but of the present, and it has caused changes not only in technology-related sectors but also in the internal organizational structure and decision-making mechanisms of all capital companies within corporate governance processes in a commercial sense. One of the most concrete reflections of this transformation in the legal field is the regulations concerning the possibility of holding general assembly meetings in the electronic environment. . Companies increasingly need digital tools in order to enhance the participation of domestic and foreign investors located in different jurisdictions and to adapt to the diversifying shareholding structure. In this context, companies make use of the electronic general assembly mechanism regulated under Article 1527 of the Turkish Commercial Code No. 6102 ("TCC"). The system is operated through the Electronic General Assembly System managed by the Central Registry Agency ( "CRA"). As the system allows participation and voting at general assembly meetings electronically, the number of electronic general assemblies has continued to increase each year. According to the information published on the Central Registry Agency website, more than 5,600 general assembly meetings were held via Electronic General Assembly System between 30.10.2012 and 31.12.2024, with approximately 200,000 individuals participating electronically.
The electronic general assembly system is considered more than just a technological innovation; it is an application that facilitates the exercise of shareholding rights, increases transparency, and encourages participation. However, in addition to the legal infrastructure of the system, its implementation processes and technical requirements also emerge as an area that must be carefully monitored and managed by companies.
In this article, the legal framework governing the holding of general assembly meetings in electronic form in joint stock companies, the conditions for the validity of digital voting and the errors made in practice will be examined. In this way, not only the opportunities that electronic general assemblies provide for companies but also the rules that must be complied with when the system is implemented, the potential legal risks it may give rise to and the points that require attention will be presented together with assessments regarding the future of the system.
2. Legal Basis and Legal Nature of the Electronic General Assembly
The electronic participation in general assembly meetings of joint-stock companies was regulated in Turkish law for the first time in 2012 with the TCC. Article 1527 of the TCC allows general assemblies to be held electronically, stipulating a participation model that generates legal consequences equivalent to physical attendance. With this article, not only shareholders of joint-stock companies but also shareholders and partners of collective, limited partnership, limited, and joint-stock companies with divided capital have been guaranteed the right to exercise their rights without being physically present at the meeting venue or through a representative, legally ensuring the equality between physical and electronic meetings in terms of how the general assembly is held.
The technical operation of the electronic general assembly and the procedures that companies must follow are detailed in the "Regulation on General Assemblies to be Held in the Electronic Environment in Joint-Stock Companies," which complements the framework provision of the TCC. The Regulation has rendered the electronic general assembly an implementable and auditable structure by regulating the technical criteria of the system to be used for electronic participation, the processes before, during, and after the meeting, the use of a secure electronic signature, and the companies' record-keeping obligations. Furthermore, the possibility of holding meetings in the electronic environment is not limited to joint-stock companies; the details for cooperatives and sports clubs, which have a high number of partners and can be located in various geographies, have also been determined separately by regulations based on their own laws.
It must be emphasized at this point that while the electronic general assembly has the same legal nature for all joint-stock companies, its application differs between publicly held and non-publicly held joint-stock companies. The electronic general assembly system is mandatory for publicly held joint-stock companies, whereas it is optional for non-publicly held joint-stock companies. In other words, while joint-stock companies listed on the stock exchange are obliged to hold their general assemblies in both physical and electronic environments, non-publicly held companies may choose to benefit from this option at their discretion. However, an appropriate provision must be present in the articles of association for an electronic general assembly to be held, and this provision must be incorporated into the articles of association without alteration from the form stipulated in the Regulation.
3. Cases Where Electronic General Assembly is Mandatory and Optional
In the regulation concerning the holding of general assembly meetings in the electronic environment, a uniform obligation was not imposed on all joint-stock companies; instead, a differentiated approach was adopted based on the nature of the companies. Within this scope, the electronic general assembly system has been made mandatory for joint-stock companies whose shares are traded on the stock exchange. The main reason for this mandate is the broad and dispersed structure of shareholding in publicly held companies, the investor profile exceeding national borders, and the need to strengthen participation, transparency, and accountability within the framework of corporate governance principles. Ensuring electronic participation in publicly held companies both facilitates access to the general assembly for small investors and supports the effective involvement of institutional investors in decision-making processes.
In contrast, the holding of an electronic general assembly in non-publicly held joint-stock companies has been left to the company's preference. Among the reasons why the electronic general assembly is not mandatory for these companies are the limited number of shareholders, the relative ease of organizing physical attendance in decision-making processes, and the increased costs associated with setting up a digital system.
This distinction offers a flexible model in practice aligned with companies' level of digitalization, shareholder profile, and corporate needs. While the electronic general assembly has become part of corporate governance standards for publicly held joint-stock companies, for non-publicly held companies, this matter is more of a strategic choice.
4. Amendment of the Articles of Association
Joint-stock companies wishing to benefit from the electronic general assembly option are obliged, pursuant to the Regulation, to include the provision set out in Article 5 of the Regulation in their articles of association without any modification.
Since the electronic general assembly system is mandatory for publicly held joint-stock companies, the Regulation stipulates that the amendment to the articles of association must be made by publicly held joint-stock companies at the first general assembly meeting held after the Regulation enters into force.
For non-publicly held joint-stock companies, where electronic general assemblies are optional, companies may choose to add the clause to their articles of association and thereby implement the system. Once the amendment is made, the electronic participation and voting system must either be established internally or obtained from an external service provider.
5. Obligations of Companies in the Electronic General Assembly Application
Companies wishing to hold a general assembly in the electronic environment have steps they must fulfill in both the preparation and implementation stages to conduct the process in compliance with the legislation, uninterruptedly, and with legal validity. The proper planning and execution of these steps are critically important for maintaining the validity of decisions taken in the electronic environment.
5.1. Articles of Association and Preparatory Obligations
As stated above, the first stage for holding an electronic general assembly is the updating of the company's articles of association in line with the provision in Article 5 of the Regulation. After the articles of association are amended, the company must register and announce the amendment with the trade registry and establish the electronic general assembly system. This stage constitutes the legal basis for the company's transition to the electronic general assembly application.
5.2. Technical Infrastructure and Security Standards
For the system to operate smoothly, the company must establish an infrastructure that meets the technical criteria stipulated by the legislation or seek support from an authorized service provider.
The use of Electronic General Assembly System is mandatory for publicly held joint-stock companies. Non-publicly held companies may either use the CRA infrastructure or set up their own systems.
In all cases, the system must have identity verification with a secure electronic signature, simultaneous video-audio transmission, the functions of submitting proposals, and voting. System adequacy must be determined by a technical report, and the relevant registration procedures must be completed.
5.3. Obligations Before, During, and After the Meeting
The electronic general assembly process is not limited only to the moment of the meeting; pre- and post-meeting procedures are also important for legal validity.
Before the meeting, the general assembly call, agenda, financial statements, and other mandatory documents must be made accessible to shareholders on the system with a secure electronic signature, and electronic participation preferences for the meeting must be secured through the system.
During the meeting, the meeting must be opened simultaneously in the physical and electronic environments, the list of electronic attendees must be obtained from the system before the meeting, and shareholders must be granted the opportunity to take the floor, express opinions, submit motions, and vote specifically on each agenda item.
After the meeting, the meeting minutes and the list of attendees must be signed with an electronic signature and forwarded to the ministry representative through the system or delivered in an appropriate format.
5.4. Record-Keeping, Data Protection, and Evidentiary Obligations
It is mandatory for all transactions made in the electronic general assembly to be recorded and stored for a specified period. The company or the service provider organization is obliged to store the identity information of electronic participants, voting data, and transaction records securely, maintaining their confidentiality and integrity for at least 10 years. In publicly held companies, this obligation is fulfilled by the CRA.
6. Errors Made in Electronic General Assembly Meetings and Their Consequences
One of the most common problems encountered in practice during electronic general assembly processes is the use of phrases differing from the text in the Regulation when adding the e-general assembly provision to the articles of association. Even minor deviations have resulted in electronic participation being deemed invalid.
Another significant error is the failure to upload the documents relating to the general assembly call or the agenda files to the system within the specified period and with a secure electronic signature. Deficiencies, particularly concerning the electronic access period, can be raised in requests for the annulment of general assembly decisions on the grounds that they violate the shareholders' right to information.
Furthermore, the failure to initiate the meeting simultaneously in the physical and electronic environments creates a serious risk to validity in practice. The lack of synchronization in the Electronic General Assembly System system leads to the opening being non-compliant with the procedure and can cause decisions to be vitiated for procedural reasons.
In addition to these, conducting a block vote when voting should be done separately for each agenda item is explicitly contrary to Article 11 of the Regulation and has been considered grounds for annulment in judicial precedents. Finally, failure to conduct system tests or to have an alternative plan for technical glitches leads to an inability to manage connectivity and access issues during the meeting; this, in turn, creates problems regarding the proof of decisions and the integrity of the meeting.
Such errors not only damage the legal validity of the electronic general assembly but can also result in consequences for companies such as annulment lawsuits, administrative scrutiny, or loss of investor confidence.
7. Problems Encountered in the Electronic General Assembly Application and Current Discussions
While the electronic general assembly application provides significant conveniences to companies, it also brings along certain problems in practice. Since system performance depends on technical factors such as internet connection, audio-visual transmission, and access, disruptions experienced, especially in meetings with high attendance, can negatively affect decision-making processes. In cases where non-publicly held companies establish their own systems, such technical inadequacies are more common, and interruptions during the voting stage can create a risk of decision annulment.
Although electronic participation facilitates shareholders' access to the meeting, the fact that opportunities to take the floor, submit motions, and communicate with the management are subject to technical limitations leads to discussions regarding the effective exercise of shareholding rights. It is necessary to establish the same level of representation and interaction in the digital environment as the direct deliberation environment provided in physical attendance so as not to limit these rights.
Another important area of discussion is data security and the protection of personal data. The electronic general assembly system requires the processing of a large amount of information constituting personal data, such as identity verification, voting, proxy documents, electronic signatures, and opinion sharing. This therefore, conducting the processes in compliance with data protection legislation provisions and clearly defining the distinction between data controller and data processor is of great importance. The obligation to store data for ten years is a separate issue that needs to be evaluated in terms of the principle of data minimization. Especially in systems where support services are procured externally, the clear regulation of contractual obligations regarding data processing activities is necessary to prevent future legal liability.
Finally, the reliability and proof of electronic votes is one of the most significant areas of discussion regarding the system's transparency. The failure to fully explain the voting process to participants and delays in the simultaneous consolidation of electronic and physical votes in hybrid meetings create problems regarding the auditability of the decisions. For these reasons, in the future of the electronic general assembly, the transparency and auditability of the processes are becoming as important as technical security.
8. The Future of Electronic Meetings: International Perspective and OECD Assessments
The acceleration of the digitalization process after Covid-19 has created a strong trend at both national and international levels towards "the permanent establishment of hybrid meetings." In the OECD's 2025 report titled "Shareholder Meetings and Corporate Governance," Turkey's Electronic General Assembly Application has been cited as an exemplary model in terms of accessibility, participation rates, and digital compliance.
However, the OECD also emphasizes that the proliferation of electronic participation necessitates new regulations concerning shareholder information, objective moderation of question-and-answer processes, and digital equality. Hybrid meetings are expected to be enhanced in the future with mechanisms that are more interactive, AI-supported, and that strengthen shareholder participation.
The general assembly in the electronic environment and digital voting have become an important transformation tool that modernizes companies' corporate governance approach, enhancing transparency and accessibility. The system, which is mandatory, especially for publicly held joint-stock companies, ensures the active participation of shareholders in meetings without geographic obstacles, making corporate decision-making processes more inclusive. However, the healthy and legally compliant execution of the electronic general assembly depends on companies fulfilling all technical and legal obligations completely.
The assessments of the OECD and the World Bank predict that hybrid general assembly models will be supported by AI-assisted participation, secure verification, and data analytics tools in the future.
It is projected that in the coming period, hybrid meeting models will become even more widespread, and technologies increasing AI-supported digital participation, data security, and interaction with shareholders will come to the fore.
9. Conclusion and Assessment
The application of the general assembly in the electronic environment is a significant turning point in Turkish company law, adapting corporate governance principles to the requirements of the digital age. This system offers companies a meeting opportunity that transcends the limitations of place, making shareholders' rights more accessible and increasing the transparency of decision-making processes. However, the legally secure continuation of the conveniences brought by the system depends on companies meticulously complying with all technical and procedural requirements stipulated by the legislation. Otherwise, formal deficiencies and technical failures can directly affect the validity of the decisions taken.
The expansion of electronic general assembly models in the coming period will require companies to invest not only in regulatory compliance but also in digital security, data protection, and technologies that enhance interaction with shareholders. The future of the electronic general assembly depends as much on the technical infrastructure as on the corporate culture adapting to this transformation. In this context, the correct implementation of the system is not only a legal obligation but will also offer transparency and accessibility in terms of sustainable governance standards, providing significant advantages to companies concerning their corporate reputation and investor confidence.
In conclusion, the electronic general assembly, as one of the fundamental elements of corporate governance that strengthens transparency and is compatible with the requirements of the digital age, will become an even more widespread practice in Turkish commercial life and international applications in the coming period.
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