AMENDMENTS TO THE REGULATION ON GENERAL ASSEMBLY MEETINGS OF JOINT STOCK COMPANIES 10 December 2020

The Regulation regarding “Amendments to the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives Attending These Meetings” prepared by the Ministry of Trade was published in the Official Gazette dated October 9, 2020 and No 31269. First of all, the title of the Regulation has been changed to "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives Attending These Meetings". On the other hand, some changes have been made in different articles of the Regulation, which we consider important.

The provision of the Regulation titled "Definitions"; The Central Registry Number System (MERSİS) has been added, where the trade registry transactions are carried out electronically, the trade registry records and the contents that need to be registered and announced are regularly stored and submitted electronically.

In connection with the above amendment, in order to have the Ministry representative in the general assembly meetings called by the Board of Directors, by notifying the place, date and time of the meeting by any of the members of the Board of Directors or persons authorized to represent and bind the company, at least ten days before the meeting date, it has also been arranged that application can be made through MERSIS.

The phrase "electing a clerk and vote collector" in the 14th article of the Regulation has been changed to "the preparation of the list of those who can attend the general assembly meeting with the establishment of the chairmanship". Thus, the obligation to prepare a list of those who can attend the general assembly meeting in joint-stock companies with a sole shareholder was removed.

It has been decided that if the shareholders of non-public joint-stock companies are represented by a proxy at the general assembly, their power of attorney must be notarized.

The obligation of submitting a circular of signature of those signing the application petition while applying for the Ministry representative is abolished.

If the Board of Directors does not exist or there is no possibility to form a Board meeting quorum, and a general meeting is desired to be held exclusively for the election of the members of the Board of Directors, the Ministry representative may also be appointed with the petition of all shareholders or their representatives approved by a notary public.

One of the most important issues regarding the amendment of the Regulation is that the requirement to have a Ministry representative in the general assembly meetings of single shareholder companies and the special boards of privileged shareholders has been abolished. Companies whose establishment and articles of association are subject to the permission of the Ministry are not covered by this provision.

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