general assembly – Muhasebe News

Where And When Are The Joint Company Meetings Are Made?

MuhasebeNews — Tue, 30 Oct 2018 08:00:55 +0000

1- WHERE AND WHEN ARE THE JOINT COMPANY MEETINGS ARE MADE?
1.1- General Assemblies have stated meetings and emergency meetings. Stated meetings are done in 3 months since the end of operating cycles. In these meetings, negotiations and decisions are made for the choice of members, financial tables, the yearly reports of executive board, the usage of profit, determination of the profit and earning shares that will be distributed, all the issues related to operating cycles and other necessary matters.
1.2- General Assembly is called for emergency meeting when necessary.
1.3- General Assembly meets in the headquarters of the company, unless there’s a provision against it in the prime contract.

2- WHO CAN CALL THE GENERAL ASSEMBLY FOR MEETING?
2.1- General Assembly, can be called for meeting by the executive board even if it’s out of date. Liquidating agents can also call the general assembly for meeting related to their responsibilities.
2.2- In case the General Assembly can’t meet frequently and there is no opportunity fort he meeting quorum or the meeting quorum isn’t present, with a permission from the court, a single shareholder can call the general assembly to meeting. Court’s decision is final.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

Which Information Should Be Included In A Joint Company’s Minutes of General Meeting?

MuhasebeNews — Fri, 17 Aug 2018 10:00:05 +0000

1- WHICH INFORMATION SHOULD BE INCLUDED IN A JOINT COMPANY’S MINUTES OF GENERAL MEETING?
1.1- Minutes of the proceedings includes the shareholders or their representatives, the shares they have, the numbers, nominal values, the questions asked in the general meeting, the answers that were given, the decisions that were made, the number of yes and no votes for each decision. Minutes of the proceedings is signed by the chairman/chairwoman; it is otherwise invalid.
1.2- The General Assembly must give a notarized copy of the minutes of proceedings to the Trade Registry Office immediately register and announce the issues related to registration and announcement; minutes of the proceedings is also published on the company website.

2- FOR WHOM THE COMPANY GENERAL ASSEMBLY DECISIONS ARE VALID?
The decisions made by General Assembly are valid for shareholders who have not been present in the meeting or used negative votes.

3- WHAT KIND OF CONSEQUENCES DO THE GENERAL ASSEMBLY DECISIONS RELATED TO BALANCE SHEET APPROVAL CAUSE?
General Assembly Decision related to the balance sheet approval, unless otherwise stated, causes the acquittal of general assembly members, directors and auditors. In addition, some issues have not been stated or as stated as necessary or if the balance sheet includes some issues that prevent the real situation to be opbserved and it has been purposeful, it has no consequence of acquittal.

Source: Turkish Commercial Law

Is It Obligatory To Provide A Ministry Representative In Incorporate General Meetings?

MuhasebeNews — Sun, 22 Apr 2018 12:00:26 +0000

In Which Incorporate General Meetings Should There Be a Ministry Representative?
There should be a ministry representative in incorporate general meetings listed below and in second meetings made in the event of adjournment of these meetings;

1- In all the general meetings whose incorporation and the amendment of articles of incorporation are subject to ministerial permission,
2- In other companies, if the agenda is
2.1- Capital increase or decrease,
2.2- Switching to the registered capital system and vice versa,
2.3- The increase in the upper limit of registered capital,
2.4- The amendment in the articles of incorporation related to the alteration in the subject of activity,
2.5- Merging,
2.6- Separation,
2.7- General meetings about the change in kind of Corporation,
2.8- The general meetings of some companies which allow the authority to attend the meeting electronically,
2.9- All the general meetings done abroad,
2.10- Privileged shareholders’ special general meetings done abroad.

It is not compulsory for a ministry representative to be present at the general meetings except from the ones listed between 2.1 and 2.6 and at the privileged shareholders’ special general meetings,

Can a Ministry Representative be called in the general meetings even if it is not compulsory?
A ministry representative can be assigned if people who convene the participating committee members request and this demand are considered appropriate by the tasking authority.

For the meetings in which a ministry representative is required, the applications made directly to the participating committee for the assignment of a Ministry representative by persons other than the conveners will not be taken into consideration.

This request should be made to the company in order to present it for consideration of tasking authority on condition that the shareholders constituting 1/10 of the capital give justification. The conveners should send this request to the tasking authority.

In the meetings where a ministry representative is required, the decisions made in the absence of ministry representative are not valid.

The person, who is assigned as a ministry representative in general meeting, should be presented to the related registry of commerce.

Source: The regulations about the Ministry of Customs and Trade Representative attending to the general meetings and the procedures and principles of these meetings of Stock Companies.

What is the Liquidation Process in Corporations?

MuhasebeNews — Thu, 29 Jun 2017 11:42:12 +0000

If the following conditions are fulfilled, Corporations will go into liquidation.
1- Despite of expiry, unless Corporation virtually stays in business and the business hasn’t been turned into indefinite period and anticipated period of time in articles of incorporation expires.
2- If the field of operation actualizes or the actualization becomes impossible.
3- If one of sunset clauses stated in articles of association takes place.
4- With the general assembly resolution in accordance with 3rd and 4th clauses of article 421.
5- If there is a decision to go into liquidation.
6- Conditions anticipated by laws.

Source: Turkish Code of Commerce