A defect in the formalities of convening can lead to the annulment of resolutions. A note on the competent body, notice periods and adherence to the agenda.
Convening a general assembly in a joint stock company is a formal procedure under the Turkish Commercial Code. As a rule the board of directors issues the call; in the cases set out in the law, the minority, liquidators or a court-appointed trustee may also do so.
A failure to observe the required formalities may ground a claim for annulment of the resolutions adopted. Notice periods, clear publication of the agenda and correct identification of the meeting place therefore require particular attention.
Under the principle of adherence to the agenda, matters not on the agenda may as a rule not be discussed. The law sets out a limited number of exceptions; in practice the most frequent concerns meetings at which all shareholders are present and no objection is raised.
While certain convening requirements do not apply to meetings attended by all shareholders, such meetings have their own conditions and must be assessed on the facts.
This content is for general information only and does not constitute legal advice.
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