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COMMERCIAL LAW
21
Innovations in the General Assembly of Joint Stock
Companies
4
*
Prof. Dr. H. Ercüment Erdem
General assembly (“GA”) meetings of joint stock companies play
an important role, since it gives the opportunity to shareholders to enjoy
exercising their rights regarding company affairs. Shareholders enjoy
their essential rights such as right to obtain information and right of
examination through GA meetings.
Within this framework, the New Turkish Commercial Code (“New
TCC”) provides innovations in order to facilitate the functioning of the
GA and to ensure that shareholders enjoy their rights more efficiently.
With the new dispositions, besides the aim of resolving current issues s
that arise in practice, it will lead to build a robust framework to function
of the system are adopted.
The Powers of the GA that cannot be Conferred and GA AS the
Sole Proprietorship
The powers of the GA which cannot be conferred are enumerated
in Article 408 of the New TCC. The GA cannot assign its important
duties and powers such as the amendment of the articles of association,
appointment and discharge of the Board of Directors (“BoD”) members
and the dissolution of the company.
With regards to the sole proprietorship which is one of the new
novelties s adopted by the New TCC, all of the powers of the GA belong
to this sole shareholder. On the other hand, pursuant to Article 408/3,
the resolutions adopted by the sole shareholder as the GA need to be in
written form in order to be valid.
Convocation of the GA
With the New TCC, the authorities empowered for the convocation
of the GA have been re-regulated. In accordance with the new system,
the auditor does not take part among the authorities that have the power
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Article of April 2011