Insights

Pursuant to the Regulation Amending the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of Ministry of Customs and Trade to be Present at These Meetings published in the Official Gazette dated 09.10.2020 and numbered 31269 (“Amending Regulation”), the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of Ministry of Customs and Trade to be Present at These Meetings (“Regulation”) has been amended.

Besides the change of the name of the Regulation as the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to be Present at These Meetings, significant amendments are summarized below:

• As per the amendment to Article 14/2 of the Regulation, it is no longer required to constitute a presidency of the meeting or to prepare a list of those entitled to attend the general assembly meeting (which is thereafter named as the list of attendees) in companies with sole shareholder.
• Due to the amendment to Article 18/7 of the Regulation, as it is now mandatory to present a notarized power of attorney to represent a shareholder in a general assembly meeting, it is no longer possible to attend the meeting by submitting a notarized signature declaration together with a non-notarized power of attorney.
• As per the newly introduced paragraph 7 of Article 28 of the Regulation, except for the cases where the postponement is due to the failure to meet the necessary quorum, ordinary meeting and decision quorums (applicable in the first meeting) shall apply to the meetings to be held upon postponement of a general assembly meeting.
• With the amendment to Article 32 of the Regulation, which lists the general assembly meetings where the presence of a Ministry representative is mandatory, companies with sole shareholder are no longer required to have present a Ministry representative at their general assembly meetings, except for the companies of which the incorporation and articles of association amendments are subject to the permission of the Ministry.
• With the amendment to Article 35 of the Regulation, applications for a Ministry representative can now be made either online or physically. Additionally, paragraph 3 of Article 38, which used to regulate that the taxes to accrue in relation to the representative fee shall be paid to the relevant tax office, has been removed from the Article. In connection with this, Articles 38/4 and 36/1-f of the Regulation have been amended so as to regulate that such fee is to be paid to the Ministry’s accounting department together with the applicable taxes.
• Updated versions of the annexes to the Regulation, such as the sample list of attendees, sample general assembly meeting proxy, and sample general assembly internal directive, have been published.

The Amending Regulation enters into force as of the date of its publication in the Official Gazette, except for the amendment regarding the payment procedure of the Ministry representative fee, which enters into force one month after its publication.

You may find the Turkish version of the Amending Regulation here.