General Assembly Meetings Without a Call in Limited Companies

General Meetings Without a Call in Limited Companies – Lawyer in Izmir

A general assembly meeting can be held without the lengthy and cumbersome procedures for issuing a formal notice, provided all shareholders or their representatives are present. This is called a "general assembly without a formal notice." For a general assembly without a formal notice to be held, all shares of the company must be represented, and these shareholders or their representatives must not have any objections.

Limited Liability Companies Turkish Commercial Code Although regulated in Article 573 and subsequent articles, it is also explicitly stipulated that the provisions relating to Joint Stock Companies shall be applied by analogy. In this context, the provisions of Article 416 of the Turkish Commercial Code shall apply to general assembly processes without a formal call in Limited Liability Companies.

Turkish Commercial Code Article 416–(1) All shareholders or their representatives may convene as a general assembly without complying with the procedure for calling the general assembly, provided that none of them objects, and subject to the provisions regarding participation in the general assembly and the holding of general assembly meetings, and may take decisions as long as the quorum for this meeting exists.
(2) In a general assembly convened without a summons, an item may be added to the agenda by unanimous vote; otherwise, the provision of the articles of association is invalid.

Ordinary & Extraordinary General Assembly

In limited companies, general meetings are generally divided into two categories: ordinary and extraordinary. Ordinary general meetings are held at least once a year, within three months of the end of the fiscal year. Extraordinary general meetings can be held whenever the need arises.

Agenda of the General Assembly Without a Call

In the case of a general assembly called by invitation, the agenda of the general assembly must be determined and communicated to the parties at the time of the invitation; changes to these agenda items are subject to strict rules. In general assemblies not called by invitation, there are no such restrictions. The parties can add items to the agenda by unanimous vote.

The minutes of the general assembly meeting must be notarized and then registered with the Trade Registry Directorate to which the company is subject.

Required Documents

Depending on the nature of the decisions made at the general assembly, the company's ownership structure, or similar variables, the documents that need to be added or prepared may vary. Therefore, the most up-to-date documents can be determined by contacting the Trade Registry Directorate in the location of the commercial enterprise. However, in practice, a standard general assembly registration without a formal call requires a cover letter addressed to the relevant Trade Registry Directorate, a notarized copy of the general assembly minutes, an attendance list of those present at the general assembly meeting, and, if applicable, power of attorney documents for those representing shareholders.

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