e-book2013

NEWSLETTER 2013

Convening the Ordinary General Assembly

Att. Nilay Celebi

This article will briefly explain whether holding the ordinary

general assembly within 3 months from the end of fiscal year under Art.

409(1) of the Turkish Commercial Code No. 6102 (“TCC No. 6102”)

is compulsory, the outcomes of its not being held and the disclosure of

financial statements within the scope of the capital markets legislation.

Holding the Ordinary General Assembly

As per Art. 409(1) of the TCC No. 6102, ordinary general assembly

meetings are held “

within three months as of the end of each activity

period

”. The same provision is stipulated under Article 7 of the Regulation

on Procedures and Principles of General Assembly Meetings of Joint

Stock Companies and Customs and Trade Ministry Representatives

Attending Such Meetings, published in the Official Gazette dated

28.11.2012 and numbered 28481. Pursuant to said article: “

The ordinary

general assembly meeting

shall be held within three months as of the end

of each activity period. Therefore, for the companies whose accounting

period is based on the calendar year, meetings shall be held within the

first three months of the year; for companies whose accounting period is

based on a specific accounting period, meetings shall be held within the

first three months following the last day of the accounting period”

There is no specific provision in the capital markets legislation

related to when ordinary general assembly meetings should be held by

public companies subject to the Capital Markets Law No. 6362 (“CML”).

Therefore, public companies should also convene their ordinary general

assembly meetings within 3 months as of the end of each activity period

in accordance with the TCC No. 6102.

Nature of the Period

Art. 409 of the TCC No. 6102 is the same as Art. 364 of the Turkish

Commercial Code No. 6762 (“TCC numbered 6762”). Academics accept

Article of May 2013