Mandatory Participation of Ministry Representative in General Assembly Meetings of Joint Stock Company 29 June 2018
According to Article 407/3 of Turkish Commercial Code numbered 6102 (“TCC”), participation of a Ministry of Trade and Customs (“Ministry”) representative is required to the general assembly meetings (“GAM”) of joint stock companies mentioned in TCC Article 333. Apart from the said article; Ministry representative should be present in the following GAMs listed in Article 32/a of the Regulation of Procedures of General Assembly Meetings of Joint Stock Companies and Participation of Ministry Representative in General Assembly Meetings (“Regulation”);
- In GAM of companies for whose establishment and alternation of the Article of Associations are subject to the approval of Ministry,
- In GAM of companies which apply online general assembly meeting format,
- In GAM which are held in abroad,
- In Privileged Shareholders Assembly meetings which are held in abroad,
- In GAM whose agenda includes increase or decrease of capital,
- In GAM whose agenda includes transferring from paid-up capital to registered capital system or from registered capital system to paid-up capital or the amendment of the maximum amount of the system,
- In GAM whose agenda includes the amendment of Articles of Association for changing the scope of business,
- In GAM whose agenda includes merger, division or changing company type.
It should also be noted that it is compulsory to held online GAM for public companies according to Article 1527 of TCC. Therefore; attendance of a Ministry representative to the GAM is an obligation for public companies. Even though it is not mandatory, if non-public companies prefer to hold GAM online; participation of Ministry representative will become an obligation for them also.
Even for the GAMs in which attendance of representative is not compulsory; Ministry representative may be appointed upon request of conveners and approval of the official authorities.
Another critical point that should be considered is whether participation of representative is compulsory for the sole shareholder companies because more than the half of companies established in Turkey have sole shareholder. As the Regulation does not distinguish this kind of company from others, related articles of the Regulation shall be applied to such companies as well.
According to Article 35 of the Regulation, application for the appointment of Ministry representative shall be made by board of directors or persons that are authorized to represent the company via notifying the place, date and time of the meeting, at latest 15 days prior to the meeting. If company does not obey the application period, the application would be refused and any Ministry representative will not be present during the meeting.
Any decision taken in the GAM without Ministry representative being present while it is compulsory would be null and void. Therefore; joint stock companies that will hold the GAM should made the application for the appointment of the Ministry Representative within due time within the scope of the agenda of the meeting.
Türkçe Versiyonu İçin
