TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
ed with the simple majority of the shareholders present in the general assembly. • Ordinary amendments of the articles of asso - ciation require the presence of shareholders holding 50% of the share capital and must be adopted with a simple majority of votes repre - sented in the general assembly meeting. • Amendments to the articles of association concerning: (a) a complete change of the field of activity of the JSC, (b) issuance of privileged share, (c) introducing restrictions to the transfer of registered shares, or (d) a capital decrease or resolutions regard - ing the dissolution and liquidation of the company must be adopted with affirmative votes of the shareholders representing at least 75% of the share capital (present or not). • Amendments to the articles of association concerning: (a) a change in the nationality of the JSC (ie, moving it outside of Türkiye), or (b) imposing obligations on the sharehold - ers other than capital contributions (ie, for the recovery of balance sheet losses or otherwise) must be adopted with the unanimous vote of all shareholders (present or not). Notwithstanding the foregoing, where there are different classes of shares in a JSC, any decision which adversely affects the rights of sharehold - ers holding a specific class of shares will also need to be approved by a special assembly of such shareholders. At least 60% of the share
capital representing the privileged shares must be present at such a special assembly meeting. General Assembly of an LLC Unless provided otherwise in the articles of association, all general assembly resolutions must be adapted with a majority of the votes represented in the general assembly meeting. Therefore, the general rule in general assembly meetings of LLCs is that there is no quorum to convene the general assembly. The following important decisions must be taken with (i) at least a two-thirds majority of the votes represented in the general assembly meeting and (ii) the majority of the votes representing the share capital: • change of the field of activity; • issuance of shares with privileged voting rights; • restriction, prohibition or facilitation of share transfers; • increase of capital; • limitation of pre-emption rights; • change of the registered address; • approval by the general assembly to the activities of the shareholders or managers violating non-compete or loyalty obligations; • bringing a lawsuit for dismissal of a share - holder on valid grounds and dismissal of a shareholder due to a reason stipulated in the Unless more stringent requirements are stipulat - ed in the articles of association, ordinary amend - ments to the articles may be adopted by a reso - lution of shareholders representing two thirds of the share capital. However, amendments to the articles of association concerning capital decrease must be adopted by the affirmative articles of association; and • dissolution of the company.
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