In limited companies, the General Board is the decision-making body of the company, which can convene at certain times of the year or whenever necessary. During the Meeting very important decisions about the company are taken by the votes of the partners and the manner of how to convene and how to take resolutions in General Board are regulated in detail in the Turkish Commercial Code. There are various sanctions for the meeting or the meeting call to be executed without complying the Law or the contract.
General Meetings can be held in two different ways: called and non-called. In this bulletin, the called General Meeting and the method of calling are explained.
İçindekiler
1) Called General Meeting
As a rule, General Meetings are convened via call in limited companies. Calling the meeting in a certain way is important as it is an issue that even affects the validity of the General Assembly resolutions. What should be understood from the calling the meeting is that the partners are invited to the General Meeting in accordance with the form stipulated in the Law and the Articles of Association.
1.1) Calling Procedure of General Board
It has been stated that the same provisions regarding joint-stock companies will be applied on how to call the General Board in limited companies. According to this;
General Meeting call is made through an announcement on the company’s website and in the Turkish Trade Registry Gazette, as set out in the company’s Articles of Association. In addition, the meeting date and agenda, as well as the newspapers in which the announcement will be made or will be published, must be sent to the shareholders in the stock register by certified mail with return receipt.
A call is also required for companies that use the electronic methods to attend the Meeting.
1.2) Calling Period of General Board
General Meeting call must be made at least 15 days before the meeting will be held. This period can be extended with the company’s Articles of Association, or it can be shortened up to ten days by adding a provision. However, the Articles of Association specifies that this period should not be shorter than 10 days. Announcement and meeting days will not be taken into account in calculating the deadlines.
1.3) Considerations That Should Be Included in the Call Text
Certain details specified below about the meeting should be included in the meeting call;
- Who made the call
- Place of the meeting
- Date and time of the meeting
- Agenda items
- If there is a contract amendment on the agenda, the old and new versions of the amended articles
- If the first meeting has been postponed, the meeting quorum to be sought in the new meeting due to the postponement
- In the announcement of the Ordinary General Meetings; the presence of the partners at the specified company headquarters and branch addresses for the purpose of examining the financial statements, consolidated financial statements, the annual report of the board of directors or the director, the audit report and the apportionment proposal.
1.4) Those Who have the Authority to Call a General Meeting
- Director or Board of Directors,
- Minority shareholders
- Partners on certain terms
- Trustee
- Liquidation board in companies in liquidation
The above-mentioned persons and bodies have the authority to call a General Meeting. However, the main organ that has the authority to call the General Meeting is the Director or the Board of Directors, if any, and the authority of the others to call the General Meeting is of secondary nature. And also, a single company partner may convene the General Board alone only if the Board of Directors cannot convene continuously or the meeting quorum cannot be met, or there is no company director. The partner must exercise this right through an application to the court. The court’s decision on this issue is final. It is possible to grant the right of calling a General Meeting to the partners by making a provision in the contract.
Minority shareholders (partners holding 1/10 of the capital) also may call a meeting in a limited company. The right to call may be granted to a smaller number of shareholders, as determined in the company’s Articles of Association. The partners may call the General Meeting by stating the reasons for holding the meeting and the meeting agenda in writing. Minority shareholders shall make this request through a notary public. If the directors accept the minority shareholders’ request, they must call General Booard for a meeting within 45 days. If the managers do not behave duly, the requesters will make the call.
If the request of the minority shareholders to call the General Meeting is rejected by the Board of Directors or if the request is not answered positively within seven working days, the commercial court of first instance where the company headquarters is shall decide to call the General Meeting upon the application of the same shareholders. If the court deems the meeting necessary, it should appoint a trustee to make the call.
In the event that limited companies are in liquidation, liquidation officers may also call the General Meeting on matters related to their field of duty.
Conclusion
For the validity of the resolutions taken at the General Meeting in limited companies, the meeting call must be made as stipulated in the Law and the Articles of Association. To learn more about General Meetings in limited companies, you can visit other bulletins and Articles on our website.
Best Regards.
References
ALTAŞ, Soner, (2016), Türk Ticaret Kanununa Göre Limited Şirketler, Seçkin Yayıncılık, Ankara.
BİLGİLİ, Fatih/DEMİRKAPI, Ertan, (2013), Şirketler Hukuku Dersleri, Dora Yayıncılık, Bursa.
Turkish Code of Commerce
