Postponement Of Company General Assembly Meetings Permitted By The Ministry Of Commerce Due To Covid-19 Epidemic Risks 25 March 2020

Pursuant to Article 409 of the Turkish Commercial Code (the “TCC”), the obligation to hold ordinary company general assembly meetings within 3 months of the end of each operating cycle, and the fact this 3-month period determines the date of these meetings, raises the question about how company general assembly meetings can be safely held in these days when corona virus measures are increasing worldwide.

In this context, within the scope of a statement by the Ministry of Commerce on the 20^th of March 2020, regarding the requirement to hold general assembly meetings,  measures regarding these meetings were announced, the purpose of which was to help prevent the spread of the Corona virus COVID-19 epidemic. These measures are as follows;

It is permitted to postpone general assembly meetings which have been scheduled by the management bodies of joint stock and limited companies but not yet held, and hold these meetings at a later date.

In accordance with the Ministry of Commerce’s announcement, these general assembly meetings can be so postponed by a decision taken by the Board of Directors prior to for the meetings, provided the Board called the general assembly meeting in accordance with legal requirements.

Companies will be able to request forms for the announcement of the postponement decision by the Board of Directors from Turkey’s Trade Registry Gazette Directorate at “https://www.ticaretsicil.gov.tr/”.

It is recommended companies using the Electronic General Assembly System provided the Ministry of Commerce that want to hold general assembly meetings, consider holding those general assembly meetings electronically.

When a company using the Electronic General Assembly System, as permitted in Article 1527 of the TCC, wants to hold general assembly meeting, it is recommended shareholders and other attendees consider participating in the meeting electronically, i.e., without being physically present so as to keep the risk of the spread of the epidemic to a minimum.

As stated by the Ministry of Commerce on the 20^th of March, even if there are no provisions in a company's foundational documents, companies are allowed to hold meetings of the general assembly and executive/board of directors electronically.

Joint-stock or limited companies, which do not have a provision in their cooperate charter or articles of association that allows the meetings of the Boards to be held electronically, can hold their general assembly and other meetings planned during the 3-month period announced by the Ministry of Commerce using the Electronic General Assembly Meeting System and Electronic Board of Directors System.

Companies wishing to benefit from this opportunity can obtain technical support from the Central Registry Agency, and not to excused from the obligation to participate in the meetings, although can now do so electronically, and are required to amendment their articles of association to provide for general assembly and board meetings to be held electronically at the first general assembly meeting held thereafter.