General Assembly and Board Procedures
Every important decision a company takes is recorded as a general assembly or board resolution, and many of these resolutions take effect only once registered with the trade registry and published. We prepare and conduct your general assembly and board meetings, follow up the documentation, registration and publication of resolutions subject to registration, and prepare the documents needed for registry procedures of companies with foreign shareholders.
What is the difference between the general assembly and the board?
The general assembly, made up of the shareholders, is the company’s highest decision-making body; it takes fundamental decisions such as amending the articles of association, electing board members, approving the financial statements, distributing profits and increasing capital. In joint stock companies, the ordinary general assembly must meet within three months of the end of the financial year.
The board of directors manages the company and represents it externally. It decides on all matters not reserved to the general assembly by law or the articles of association. In a limited liability company, this function is performed by the manager or the board of managers.
Which resolutions must be registered and published?
Resolutions such as amendments to the articles of association, capital increases and reductions, the appointment and departure of board members and managers, the designation of authorised signatories, internal directives, relocation of the head office and conversion of legal form are registered with the trade registry and published in the Turkish Trade Registry Gazette. An unregistered change may not be enforceable against third parties acting in good faith.
Scope
- Advising on structural and commercial decisions taken within the company
- Identifying and preparing the documents needed for all resolutions subject to registration, filing the registration application and following up publication
- Preparing internal directives and handling amendments and their registration and publication, and the appointment and removal of authorised signatories
- Handling the appointment and removal of board members and independent auditors
- For limited liability companies, changes of manager and of the individual representing a corporate manager
- Identifying and preparing the documents needed in Turkish trade registry procedures for foreign corporate shareholders and board members of global companies, and advising on these matters
- Preparing and conducting general assemblies
How We Work
- Determining the resolution to be taken and the meetings and quorums required
- Preparing meeting documents such as the notice, agenda, proxies and attendance list
- Conducting the meeting and drafting the resolution and minutes
- Coordinating apostille, translation and signature declarations for foreign shareholders
- Following up trade registry registration, publication and entries in the share ledger and resolution book
Team
Zeynep Nur Çivicik
Partner
Dr. Deniz Okuyucu
Counsel
Buse Yüceer
Associate
Sercan Dolanbay
Associate - Trademark Attorney
Frequently Asked Questions
Must a Ministry representative attend the general assembly?
Not at every meeting. In joint stock companies, attendance of a Ministry representative is mandatory for certain matters listed in the regulation, for example for companies in certain sectors or for amendments to the articles of association such as capital increases, mergers and conversions. This requirement should be checked in advance when planning the meeting.
Can board resolutions be taken without a meeting?
Yes. Unless a member requests a meeting, board resolutions can be passed by obtaining the other members' written approval of a written proposal by one member. If the articles of association provide for it, meetings can also be held electronically.
What documents are needed for a foreign board member?
Usually a translation of the passport, a foreign identification and tax number, a notarised signature declaration and, where necessary, documents evidencing powers of representation. Documents issued abroad must bear an apostille and come with a sworn translation; for corporate shareholders, up-to-date documents showing the company's existence and its representative are also required.
What happens if a resolution is not registered?
Failing to register a transaction that is subject to registration may mean it cannot be relied on against third parties acting in good faith. For example, if the removal of a dismissed executive's signing authority has not been registered, third parties may rely on that person still being authorised.
Would you like to discuss this service? Schedule a meeting with us — the first meeting is free of charge.
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