general meeting – Muhasebe News https://www.muhasebenews.com Muhasebe News Thu, 16 Aug 2018 07:24:22 +0000 en-US hourly 1 https://wordpress.org/?v=6.3.3 What Should Be The Quorum Number For Corporations’ Prime Contract Modifications? https://www.muhasebenews.com/en/what-should-be-the-quorum-number-for-corporations-prime-contract-modifications/ https://www.muhasebenews.com/en/what-should-be-the-quorum-number-for-corporations-prime-contract-modifications/#respond Fri, 17 Aug 2018 12:00:33 +0000 https://www.muhasebenews.com/?p=23120 WHAT SHOULD BE THE QUORUM NUMBER FOR CORPORATIONS’ PRIME CONTRACT MODIFICATIONS?
1- Unless expressly provided otherwise in a provision in the Turkish Commercial Code or the prime contract, decisions that change the prime contract are made in the general meeting where at least half of the company capital is represented and with the majority of the present members’ votes. Unless the foreseen quorum number is obtained, a second meeting can be made in 1 moth at most. For the second meeting the quorum is that at least 1/3 of the company capital is represented in the meeting. The provisions of prime contract that nullifie the foreseen quorums in this paragraph or foresees relative majority are deemed null and invalid.
2- The prime contract modification decisions below are made with the consensus of shareholders of the capital as a whole or their representatives:
2.1- Decisions that impose liability and secondary liability to close the balance sheet losses.
2.2- Decisions about the company moving abroad.

3- Decisions for prime contract modifications below, are made with the votes of shareholders of at least %75 of the capital or their representatives;
3.1- Company’s field of operation is completely changed.
3.2- Privileged share is created.
3.3- Limitation of the transfer of shares that are in the name of the holder.

4- In case the foreseen quorums in the second and third articles can not be achieved in the first meeting the same quorums are seeked in the following meetings.
5- In companies where the certificates of shares are being traded at the stock exchange, for a decision to be made about the subjects below, in the general meetings, unless there’s a provision against the prime contract, The quorum in the article 418 of Turkish Commercial Law applies;
5.1- Prime contact changes regarding the increase of the capital and registered capital’s upper limit.
5.2- Decisions about merging, dividing and type changes.

6- The shareolders who have shares to their names, and who voted no for the complete change of operation field or creating privileged share, are not bound to the limitations regarding the transformation of the shares for 6 months beginning from the publishing of the decision in the Trade Registry Gazette.

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.

]]> https://www.muhasebenews.com/en/what-should-be-the-quorum-number-for-corporations-prime-contract-modifications/feed/ 0 Which Information Should Be Included In A Joint Company’s Minutes of General Meeting? https://www.muhasebenews.com/en/which-information-should-be-included-in-a-joint-companys-minutes-of-general-meeting/ https://www.muhasebenews.com/en/which-information-should-be-included-in-a-joint-companys-minutes-of-general-meeting/#respond Fri, 17 Aug 2018 10:00:05 +0000 https://www.muhasebenews.com/?p=23673 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

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.

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