New regulations regarding the general assemblies of joint stock companies whose shares are bearer share certificates have been brought to the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to be Present at These Meetings (“Regulation”). As per the regulations, it is aimed to comply with the regulations brought within the scope of Turkish Commercial Code (“TCC”) numbered 6102 regarding the registration of bearer share certificates of joint stock companies and their owners to Central Registration Agency (“CRA”) and it is also aimed to regulate the general assembly meetings of the said companies. Respective regulations are as follows:

1. It is mandatory to include the shareholders’ chart to be obtained from CRA among the documents to be made available at the meeting:

  • In addition to the list of attendees, within the scope of the documents to be made available at the general assembly meetings regulated in article 15 of the Regulation, the shareholders’ chart provided by CRA with respect to the bearer share certificate has been added. Also, the list of attendees should be prepared according to the relevant chart provided by CRA within the scope of article 16.

2. In order for the shareholders to attend the meeting, their names/titles must be included in the shareholder chart and it must be proven that they are in the possession of the share certificates:

  • With the paragraph added to article 18, where the right to attend the meeting is regulated, so as for the bearer share certificate owners to attend the general assembly meetings and therefore to sign the list of attendees, they have to prove to the board of directors of the company that they have their names and titles on the above-mentioned shareholder chart and that they are in possession of such bearer share certificates.

With the temporary article 14 of the TCC, it had been regulated that the bearer share certificates owners should apply to the joint stock company with their share certificates to be notified to CRA until 31.12.2021. In the temporary article 3 added to the regulation, a transitional provision has been regulated for the relevant shareholders; it is envisaged to add the shareholders who have applied to the company to be notified to CRA in accordance with the related TCC transitional provision until 31, December 2021 when calling for the general assembly, but have not yet been notified to CRA, to the list of attendees.

[1] Changes have been made with the Regulation Amending the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to be Present at These Meetings” published in the Official Gazette dated 31 May, 2021 and numbered 31495 and entered into force on the same day.