Amendment to the Calling of General Assembly Meetings

Alert Memos

Corporate Advisory

31 March 2011

Kerem Turunç

138

Kerem Turunç

The Turkish Ministry of Industry and Trade has issued a decree,* published in the Official Gazette and entered into force on 18 March 2011, amending certain rules governing general assembly meetings of capital stock companies. With the amendments, boards of directors and audit committees of capital stock companies are now permitted to call a general assembly meeting even after their terms in office have expired. The relevant amendments are shown in the following table:

Excerpt from the Original Decree	Excerpt from the Amended Decree
g) Other In companies that are left with no statutory bodies due to resignations, expiration of the term of office or otherwise, a general assembly may be called by court-appointed administrators or by minority shareholders who are authorized to call a general assembly meeting. Provided that all shareholders make an application to the Ministry [of Industry and Trade] with a letter, the signatures on which are verified by a notary public, a general assembly solely with the purpose to form the legal bodies of the company may convene.	g) Other The board of directors or the audit committee may call a general assembly meeting, even if its term in office has elapsed. However, in companies that are left with no statutory bodies due to resignations or otherwise, a general assembly may be called by court-appointed administrators or by minority shareholders who are authorized to call a general assembly meeting. In companies that are left with no legal bodies, provided that all shareholders make an application to the Ministry [of Industry and Trade] with a letter, the signatures on which are verified by a notary public, a general assembly solely with the purpose to form the legal bodies of the company may convene.

Excerpt from the Original Decree

Excerpt from the Amended Decree

g) Other

In companies that are left with no statutory bodies due to resignations, expiration of the term of office or otherwise, a general assembly may be called by court-appointed administrators or by minority shareholders who are authorized to call a general assembly meeting.

Provided that all shareholders make an application to the Ministry [of Industry and Trade] with a letter, the signatures on which are verified by a notary public, a general assembly solely with the purpose to form the legal bodies of the company may convene.

g) Other

The board of directors or the audit committee may call a general assembly meeting, even if its term in office has elapsed. However, in companies that are left with no statutory bodies due to resignations or otherwise, a general assembly may be called by court-appointed administrators or by minority shareholders who are authorized to call a general assembly meeting.

In companies that are left with no legal bodies, provided that all shareholders make an application to the Ministry [of Industry and Trade] with a letter, the signatures on which are verified by a notary public, a general assembly solely with the purpose to form the legal bodies of the company may convene.

Please contact Kerem Turunç if you have any questions regarding this amendment.

* The original decree is “Sermaye Şirketlerinin Genel Kurul Toplantıları ve Bu Toplantılarda Bulunacak Sanayi ve Ticaret Bakanlığı Komiserleri Hakkında Yönetmelik” and the amending decree is “Sermaye Şirketlerinin Genel Kurul Toplantıları ve Bu Toplantılarda Bulunacak Sanayi ve Ticaret Bakanlığı Komiserleri Hakkında Yönetmelikte Değişiklik Yapılmasına Dair Yönetmelik”.