GYIAD Law Bulletin: Announcement Regarding the General Assemblies of Companies
According to the Turkish Commercial Code No numbered 6102 (the “TCC”), joint stock and limited liability companies are required to hold their Ordinary General Assemblies within three months following the end of their fiscal year, which reveals the necessity of holding the Ordinary General Assemblies generally in the period starting at the end of March, excluding the companies that are subject to special account periods. However; in order to prevent the spread of the COVID-19 (Coronavirus), the MoT has approved to take certain measures especially for this intense period in terms of the General Assembly Meetings of companies.
Accordingly, Ordinary General Assemblies of Joint Stock and Limited Liability Companies, which are in general terms invited to meeting by their Boards in accordance with the TCC and their Articles of Association (the “AoA”) are enabled to called off by taking a resolution by their Board, without waiting for the General Assembly to be held in order to take a resolution regarding the postponement.
The requests regarding the announcement of postponement are met by the Directorate of Trade Registry Gazette and the sample text for the announcement resolution can be found on the website https://www.ticaretsicil.gov.tr/ which is in Turkish.
In addition, within the scope of the Announcement, pursuant to Article 1527 of TTC, the shareholders are advised to exercise their discretion to participate electronically to the General Assemblies by avoiding physical participation in order for holding meetings with the minimum “physical participation” by the shareholders, in order to prevent the spread of the epidemic among the Companies using Electronic General Assembly System and considering to hold a General Assembly.
In this context; Companies not having the provisions in their AoA allowing them for holding Electronic General Assemblies may also hold their meetings planned to be conducted in this period through “Electronic General Assembly System” or “Electronic Board of Directors System”.
Companies are required to take the advantage of this method by means of receiving support service from Merkezi Kayıt Kuruluşu A.Ş. –(“Central Registry Agency”)- and not eliminating the obligation of providing the shareholders the opportunity of participation. Moreover; it is enabled to amend the AoA regarding the provision allowing for holding the meetings electronically at the first General Assembly to be held next.
The Announcement does not have a readily available English version. However, the Turkish version of the Announcement can be accessed from here.