82 / 473
COMMERCIAL LAW
69
“
Additionally, the board of directors shall invite the shareholders, by an
announcement and publication of a message on the website at least forty
five days prior to the publication in the Turkish Trade Registry Gazette
and announcement on the website of the convocation announcement for
the general assembly, to notify the identification, address and e-mail
address and phone and telefax numbers of the corporate representative
to the company latest within seven days. The persons willing to be
corporate representatives shall also be invited to make an application to
the company with the same message. The board of directors shall, within
the convocation for the general assembly meeting, announce and publish
on its website the notified persons, together with the persons referred to
in the first paragraph, with their addresses and communication numbers.
Proxies may not be collected for corporate representatives unless the
procedures of this paragraph are fulfilled.
”
To summarize, the announcement of the corporate representative must
be made at least forty-five days prior to the publication of the convocation
of the general assembly meeting in the Turkish Trade Registry Gazette.
As is known, pursuant to art. 414 TCC, the general assembly must be
called to the meeting with a notice made at least 2 (two) weeks before
the meeting, excluding the notice and meeting days. In this case, with
a simple calculation, the announcement of the corporate representative
must be made 60 (sixty) days before the general assembly meeting; this
may create problems in circumstances that require the urgent convocation
of the general assembly
3
. Further, in practice, most general assembly
plans may not be made before 60 (sixty) days of the date planned for the
general assembly. For this reason, the wording of the law constitutes a
problem with respect to practice.
In order to relieve the practice, the Ministry of Customs and Trade,
General Directorate of Domestic Trade in its opinion dated February 8,
2013, stipulated that the obligation to call a corporate representative, like
the independent representative regulated under paragraph one of Art. 428,
shall arise in the event a body representative is appointed. However, when
the justification of the law and its text is analyzed carefully, it is understood
3
In the same direction,
Abuzer Kendigelen
, Yeni Türk Ticaret Kanunu Değişiklikler,
Yenilikler ve İlk Tespitler, İkinci Bası, İstanbul 2012, p. 329.