I. I. GENERAL ASSEMBLY MEETINGS THAT ARE REQUIRED TO HAVE MINISTRY REPRESENTATIVES

It is obligatory to have a representative of the Ministry in the general assembly meetings listed below and in the second meetings to be held in case of their postponement (TCC. article 407/3), (Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to Attend These Meetings. article 32). It is obligatory for a Ministry representative to be present at the meeting and to sign the meeting minutes together with the meeting chairman ( TCC. Art. 422/1 ). Otherwise, the decisions taken will be null and void.

A. All General Assembly Meetings of Companies whose Establishment and Articles of Association Amendment Transactions are Subject to the Permission of the Ministry                                                                  

The establishment of these companies and amendments to the articles of association are subject to the permission of the Ministry, and it is obligatory to have a ministry representative at all general assembly meetings. These companies are:

a. Banks,

a. financial leasing companies,

a. factoring companies,

a. Consumer finance and card services companies,

a. asset management companies,

a. insurance companies,

a. Holdings established as joint stock companies,

a. Companies operating foreign exchange kiosks,

a. Companies dealing with public merchandising,

a. Agricultural products licensed warehousing companies,

a. Product specialized exchange companies,

a. Independent audit companies,

a. surveillance companies,

a. Technology development zone management companies,

a. Companies that are subject to the Capital Markets Law dated 28/7/1981 and numbered 2499, and free zone founder and operator companies.     

B. General Assembly Meetings of Companies Except for the Companies whose Establishment and Changes in Articles of Association are Subject to the Ministry’s Permission to Have a Ministry Representative    

Except for the Companies whose Establishment and Articles of Association Amendment Transactions are Subject to the Permission of the Ministry, it is obligatory for the companies to have a ministry representative in all general assembly meetings where the following topics are on the agenda.

a. Increasing or decreasing the capital,

a. Switching to the registered capital system and exiting the registered capital system,

a. Increasing the registered capital ceiling,

a. Amendment of the articles of association regarding the change of the field of activity,

a. Merger, division or conversion

C. General Assembly Meetings of Companies Applying the Electronic Participation System to the General Assembly

TCC. art. in 1527/5; The possibility of holding general assembly meetings in electronic environment has been introduced, by stating that “Participation in general assembly meetings in joint stock companies, making suggestions, expressing opinions and voting, all legal consequences of physical participation and voting”. The application principles of this provision are regulated by the “Regulation on General Assembly Meetings to be Held in Electronic Environment in Joint Stock Companies” prepared by the Ministry of Commerce. Accordingly, while it is obligatory for companies whose shares are listed on the stock exchange to hold their general assemblies electronically, it is optional for closed joint stock companies and public joint stock companies whose stocks are not listed on the stock exchange, and they can hold their general assemblies over this system if they wish.

It is obligatory for the Ministry representative to determine that the conditions in the relevant legislation are fulfilled in order to hold the General Assembly meeting of the companies that have passed the Electronic General Assembly System (EGAS). (Regulation, art. 12). Documents created over EGAS; It can also be signed with a secure electronic signature by the members who constitute the chairmanship of the meeting, company managers and Ministry representatives (Regulation, art. 14/2).

D. All General Assembly Meetings to be Held Abroad

Unless otherwise provided in the articles of association, general assembly meetings are held within the boundaries of the local administrative unit where the headquarters of the company is located.

If the address where the meeting will be held in the place where the company headquarters is located is not specifically specified in the articles of association, the authority to determine this belongs to those who call the meeting. In order for the meeting to be held in another place outside the borders of the civil administration unit where the company’s headquarters is located, or abroad, this must be clearly regulated in the articles of association. (Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to Attend These Meetings. m. 8). For the Ministry representative to be present at the general assembly meetings called by the board of directors; A petition must be submitted physically or electronically via MERSIS at least thirty days before the meeting date, by stating the place, day and time of the meeting, by any of the members of the board of directors or by persons authorized to represent the company.

D. All General Assembly Meetings to be Held Abroad

Unless otherwise provided in the articles of association, general assembly meetings are held within the boundaries of the local administrative unit where the headquarters of the company is located.

If the address where the meeting will be held in the place where the company headquarters is located is not specifically specified in the articles of association, the authority to determine this belongs to those who call the meeting. In order for the meeting to be held in another place outside the borders of the civil administration unit where the company’s headquarters is located, or abroad, this must be clearly regulated in the articles of association. (Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to Attend These Meetings. m. 8). For the Ministry representative to be present at the general assembly meetings called by the board of directors; A petition must be submitted physically or electronically via MERSIS at least thirty days before the meeting date, by stating the place, day and time of the meeting, by any of the members of the board of directors or by persons authorized to represent the company. Since the meeting place will be abroad, the application is made to the General Directorate of Domestic Trade of the Ministry of Commerce and the authority to appoint a Ministry representative belongs to the General Directorate.The decision of the organ calling the general assembly meeting, the agenda and the document showing that the ministry representative fee has been paid are attached to the petition.  (Regulation. Articles 35, 36, 37, 38).

E. Privileged Shareholders Special Board Meetings to be Held Abroad

If the Privileged Shareholders Special Assembly Meeting will be held abroad, it is obligatory to have a Ministry representative. It is optional at the Privileged Shareholders Special Assembly Meeting to be held in the country.

II. GENERAL ASSEMBLY MEETINGS THAT ARE NOT REQUIRED TO HAVE A MINISTRY REPRESENTATIVE

There is no obligation to have a ministry representative at the general assembly meetings listed below, but it is optional. However, the Ministry representative will be appointed if those who call the general assembly request a meeting and if these requests are approved by the commissioning authority.

A. General Assembly Meetings other than those listed under Title I above

B. General Assembly Meetings of Single Shareholder Companies (Except for Companies whose Establishment and Articles of Association Amendment Transactions are Subject to the Permission of the Ministry)C. Privileged Shareholders Special Board Meetings to be Held in Turkey