64 / 469
NEWSLETTER 2011
50
concerning acquired rights. The concepts of acquired right and non-
alienable right should be clarified by the doctrine.
Quorums concerning the Amendment of the AoA
The amendments of the AoA are regulated under Articles 388 and
389 of the TCC. Pursuant to Article 388/1 of the TCC, in order to modify
the articles concerning the nationality of the company, and in order to
increase the commitments of the shareholders, a unanimous resolution is
required to be adopted.
The meeting quorum on the GAmeetings concerning the modification
of the purpose and scope and type of the company is the presence of
the shareholders holding at least two thirds of the company’s capital,
or their representatives, pursuant to Article 388/2. In case this quorum
is not established in the first meeting, the Board of Directors (“BoD”)
may convoke the GA for the second time, in order to respect the relevant
procedure. The meeting quorum concerning the second meeting is the
presence of the shareholders holding at least the half of the capital, or
their representatives.
Concerning the GA meetings realized with regards to the amendment
of the AoA other than the amendments mentioned above, pursuant
to Article 388/3, the presence of the shareholders holding at least the
half of the capital or their representatives is required. In the event that
this quorum is not established in the first meeting, a second meeting
may be held within one month at the latest, under condition to respect
the convocation procedure of the GA meetings. The meeting quorum
concerning the second meeting is the presence of shareholders holding
at least one third of the capital or their representatives. The resolution
quorum is the majority of votes present at the meeting.
The New TCC preserved the same regulation in Article 388/2 of the
TCC concerning the essential principle with regards to the amendments
of the AoA. Pursuant to Article 421/1 of the New TCC, unless regulated
otherwise by law or under the AoA, the resolutions of amendment of the
AoA shall be realized in the GA meetings in which at least half of the
company’s capital is represented, with the majority of votes present at
the meeting. In the event that the said quorum is not established in the