Questions About General Assembly

GENERAL ASSEMBLY IN LIMITED LIABILITY COMPANIES

It is set out in articles 616-622 of the Turkish Trade Law.

1 – When are the ordinary general assembly meetings held? 
For the limited liability companies, it is obligatory to hold an ordinary general assembly meeting within three months following the ending of the relevant accounting period and at least once in a year.

2 – Who invites the general assembly to the meeting?
For the limited liability companies, the company manager (or the board of directors if there is more than one manager) is entitled to invite the general assembly to ordinary meeting.

3 – When and how are the partners invited to the general assembly?
The limited liability company partners are invited to the ordinary general assembly meeting through the announcement published in the Turkish Trade Registry Gazette or through other announcement methods (such as invitation in a local newspaper) if stated in the articles of association of the company or through the announcement posted on the website for the companies who are obliged to open a website. In addition to these announcements, the newspapers, where the announcement is published or will be published, as well as the meeting date and the agenda must be notified to the partners stated in the share ledger through a registered and reply-paid letter. The general assembly is invited for the meeting at least fifteen days before the meeting date.

4 – Which matters are provided in the invitation announcement?
For the announcements and the letters sent to the partners for inviting the general assembly for a meeting, “the meeting date and time; the meeting place; the agenda; the former and new versions of the article(s) if the agenda contains an amendment in the articles of association; the information on who invites for the general assembly; and that the financial statements, consolidated financial statements, annual report of the manager/board of directors and profit distribution proposal is available for the examination of the partners at the head office and branches, by providing the relevant addresses”. The announcement also provides a sample power of attorney for the ones who will be represented by a deputy in the general assembly meeting.

5 – What are the items of the agenda?
The following items, respectively, are available in the agenda of the ordinary general assembly meeting:

a) Opening and election of meeting committee.
b) Reading and discussing the annual report prepared by the manager or board of directors.
c) Reading the auditor reports, if the company is subject to audit.
d) Reading, discussing and approving the financial statements.
e) Releasing of the managers.
f) Determining the method on using the profit, the amount of profit to be distributed and the rate for income shares.
g) Determining the salaries of the managers.
h) Electing the managers whose office term has expired; if the office term is not set out in the articles of association, determining the office term.
i) Electing the auditor, if the company is subject to audit.
j) Other matters considered as necessary, provided to define them clearly.
If it will be discussed during the ordinary general assembly meeting, then the items related to resolving on the amendments of articles of association for adaptation to the new Turkish Trade Law are included to the agenda.

6 – Which documents are made available in the general assembly meeting?
“Company’s articles of association; share ledger; attendants list; newspaper and other documents evidencing the announcement for the meeting; annual report prepared by the manager/board of directors; auditor report, if the company is subject to audit; financial statements; agenda; amendment draft, if there will be an amendment in the articles of association” are made available at the general assembly meeting venue.

7 – Is it required to have a Ministry commissioner at the general assembly meeting?
If the number of partners is more than twenty, then it is not required to have a Ministry commissioner at the general assembly meetings of the limited liability companies.

8 – Is it possible to attend to the general assembly through electronic means?
Yes, it is possible for the limited liability company partners to attend to the general assembly meeting and cast a vote through electronic means. In order to benefit from this possibility, however, the limited liability companies are required to provide the agreement provision related to attending the general assembly meeting and casting a vote through electronic means of the Communiqué Regarding the Electronic General Assembly Meetings in Trading Companies Other than Joint Stock Companies, issued and enacted by the Ministry of Customs and Trade, exactly in their articles of association.

9 – Is it possible to attend the general assembly meeting through a deputy?
It is a general rule for the limited liability companies that the company partner attends to the meeting in person. But the partner is also entitled to appoint a deputy – a partner of the company or not – for attending to the general assembly meetings. The deputy is appointed by a power of attorney.

10 – Is it possible to hold the general assembly meeting without invitation and announcement?
Yes, it is possible. But in order to allow the general assembly to take a resolution by holding a meeting with invitation, then none of the company partners should raise an objection for holding the meeting without invitation. We recommend this method for the companies with fewer partners (such as 2-3).