Obligation to have a Ministry Representative at the General Assembly

Obligation to Have a Ministry Representative Present at the General Assembly – Lawyer from Izmir

Which General Assembly meetings require the presence of a Ministry representative?

General assembly meetings of joint-stock companies that are required to have a Ministry Representative are governed by the regulation published in the Official Gazette dated 28.11.2012 and numbered 28481.“Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Present at These Meetings”"This is regulated within the framework of Article 32. According to the relevant provision, the presence of a Ministry Representative is mandatory at the general assembly meetings of joint-stock companies and at the second meetings held in case of postponement, in the cases specified below. Accordingly;"

1. At all general assembly meetings of companies whose establishment and articles of association amendment procedures are subject to Ministry approval,
2. Other companies have the following on their agenda:;
   • Increasing capital,
   • Capital reduction,
   • Transitioning to a registered capital system,
   • Increasing the registered capital ceiling,
   • Exiting the registered capital system,
   • With the amendment to the articles of association regarding the change of the business activity,
   • Merger,
   • Division,
   • At general assembly meetings where type change issues are discussed,
3. In general assembly meetings of companies that implement an electronic participation system for general assembly meetings,
4. At all general assembly meetings to be held abroad,
5. At all general assembly meetings to be held abroad
   The presence of a ministry representative is mandatory.

Apart from these, general assembly meetings are held with the exception of companies whose establishment and articles of association amendment procedures are subject to Ministry approval. The presence of a Ministry representative is not mandatory at general assembly meetings of single-shareholder joint-stock companies and at special meetings of preferred shareholders..

What happens if the Ministry representative is not present at the meeting?

Article 32/4 of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Present at These Meetings states: "In the meetings specified in the first paragraph and in the meetings where a Ministry representative is appointed in accordance with the second and third paragraphs, the decisions taken in the absence of the Ministry representative are not valid."“

How to Contact a Ministry Representative?

Applications for the presence of a ministry representative at the general assembly meetings of joint-stock companies are made through the MERSİS system, under the "Ministry Representative Request" section.

Documents Required for Requesting a Ministry Representative at the General Assembly

• Petition
• A notarized copy of the Board of Directors' decision or a certified copy of the relevant page of the decision book, verified by company officials as being an authenticity of the original.
• Agenda
• Document showing that the Ministry Representative fee has been paid.

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