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Cumulative Voting in Non-Public Joint Stock Companies
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Att. Fatih Isik
Introduction
Following the entry into force of Turkish Commercial Code num-
bered 6102 (“TCC”), the cumulative voting system is permitted to be
practiced in non-public joint stock companies in accordance with art.
434 of the TCC regulating voting rights of the shareholders. During the
period of the Turkish Commercial Code numbered 6762, the cumula-
tive voting was possible only for the publicly held joint stock compa-
nies.
Legal Framework
Art. 434/4 stipulates that cumulative voting in non-public joint
stock companies may be regulated by a communiqué to be published
by the Ministry of Customs and Trade (“Ministry”). The article, by its
text, presents that the Ministry is not legally obliged to publish such
communiqué and the Ministry has the discretion to regulate or not to
regulate the cumulative voting system. However, the justification of the
Article does not grant such discretion and grants the Ministry only the
authority to regulate the cumulative voting system.
Despite the inconsistency between the Article and its justification,
the Communiqué on the Principles Concerning Practice of Cumulative
Voting in General Assemblies of Non-Public Joint Stock Companies
(“Communiqué”) entered into force through publication in the Official
Gazette dated 29.08.2012 and numbered 28396.
Entry into Force of the Provisions Regarding Cumulative
Voting
The date for entry into force of the Communiqué is stated, in its
art. 9 titled as “Entry into Force”, as the date of publication. However,
art. 28 of the Act on Entry into Force and Implementation of Turkish
COMMERCIAL LAW
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Article of August 2012