10 NEWSLETTER 2021 A similar regulation is stipulated in Article 9/2 of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade to be Present at These Meetings, published in the Official Gazette dated 28.11.2012 and numbered 28481 (“General Assembly Regulation”). Accordingly, “In case the board of directors is not present or cannot convene consistently or there is not possibility of a quorum, a shareholder, who has obtained permission from the court, may summon the general assembly for a meeting, in accordance with the second paragraph of Article 410 of the Law.”3 The purpose of the aforementioned provisions is to ensure the continuation of the operation of the company and to prevent the absence of bodies in the company within the meaning of Article 530 of TCC.4 This provision was added to the draft of TCC in the Justice Commission in order to enable the general assembly to be convened in certain extraordinary circumstances.5 The provision is especially important to find a way out for a company that has become deadlocked, in cases where the board of directors cannot convene, and that the quorums are not met due to disagreements and conflicts between different groups. During the period that the repealed section of the Turkish Commercial Code numbered 6762 was in force, it was the practice of the Ministry that all shareholders were able to summon the general assembly to meet through a declaration at a notary public. However, this method did not work properly, especially in the presence of conflicts of interest within the company.6 Pursuant to the TCC, it is sufficient to have an individual shareholder in order to exercise the right of action within the meaning of Article 410/2. As clearly stated in the wording of the law and the regulation, in order for a court to grant permission to a shareholder to call the general assembly meeting, it is essential that the board of direc3 Translated by the author. 4 Karahan, Sami: Şirketler Hukuku, 2012, December, p. 503. 5 Pulaşlı, Hasan: 6102 Sayılı Türk Ticaret Kanununa Göre Şirketler Hukuku Şerhi, V. 1, 2011, Ankara, p. 714. 6 Karahan, p. 503.
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