In joint stock companies, the company’s headquarters is one of the mandatory matters that must be included in the articles of association (TCC. Art 339/2,). The company’s articles of association, which does not include the headquarters of the company, will be invalid due to the violation of the mandatory provisions, and the Ministry will refrain from granting permission and registration by the registrar in companies whose establishment procedures are subject to the permission of the Ministry.[1].

Joint stock company headquarters are important in many aspects. For example; Unless there is a provision in the articles of association to the contrary, the general assembly convenes at the place where the head office of the company is located (TCC Art. 409/3). If the request of the minority shareholders regarding the call or adding an item to the agenda is rejected by the board of directors or if the request is not answered affirmative within seven working days, the commercial court of first instance may decide to gather the general assembly meeting, upon the application of the same shareholders. (TCC. Art. 412/1). In the event that the general assembly rejects the special audit rerquest, the shareholders constituting at least one tenth of the capital,one twentieth of the publicly traded joint stock companies,or the shareholders with a nominal value of at least one million Turkish Liras in total,may request the appointment of a special auditor from the commercial court of first instance, where the company headquarters is located,within three months. (TCC. Art. 439/1). An action for annulment can be filed in the commercial court of first instance in the place where the head office of the company is located, within three months from the date of the decision, against the general assembly resolutions which are contrary to the provisions of the law or the articles of association and especially the good faith (TCC. Art. 445/1). If one of the legally required organs of the company does not exist for a long time, or if the general assembly cannot be gathered, upon the request of the shareholders, company creditors or the Ministry of Customs and Trade, the commercial court of first instance in the place where the company headquarters is located determines a period of time for the company to bring its situation into compliance with the law after listens the board of directors. If the situation is not corrected within this period, the court decides to dissolution of the company (TCC. Art. 530/1).

The general assembly decision regarding the relocation of the company headquarters abroad is taken unanimously by the owners or representatives of the shares constituting the entire capital (TCC. Art. 421/2, b). If the foreseen quorum is not reached in the first meeting, the same quorum is sought in the following meetings (TCC. Art. 421/4). Both the meeting and the decision quorum are the unanimous vote of all the shareholders representing one hundred percent of the capital. This quorum cannot be reduced. Because the decisions in the provision require the approval of all shareholders (Reason of Article).

[1] Mehmet Bahtiyar, Ortaklıklar Hukuku, İstanbul, 2012, s. 112.