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Serap Zuvin Law Offices
Istanbul, Turkey

Turkey has also taken its part in the global innovative trends of the business world and the means of holding electronic meetings for the general assemblies and the board of directors have been introduced into the legislative system.

In Article 1527 of the new Turkish Commercial Code numbered 6102 (“Turkish Commercial Code”)[1], corporations are permitted to hold their Board of Managers, Board of Directors or General Assembly meetings on electronic media. Meetings can either be held in a totally electronic environment or by certain members physically attending to the meeting, and the rest participating by electronic means.

What are the general requirements?

The law requires that (i) the corporation must have a web site dedicated to such objective, (ii) its shareholders must submit a request for using this method, (iii) the sufficiency of electronic medium for effective participation is proven by a technical report, and (iv) identities of the voters are not disclosed.

What about the details?

Communiqué on the Assemblies Conducted in Business Companies via Electronic Means (“Communiqué”)[2] lists out the requirements for holding electronic assemblies in the corporations, except for the General Assembly meetings of the joint stock corporations.

Article 11 of the Communiqué states that companies have the obligations (i) to include proviso on holding  electronic assemblies in an exact format, as provided under the Communiqué, (ii) register the technical report proving the sufficiency of electronic medium for effective participation with the Trade Registry, (iii) publish the term of use of the Electronic Meeting System in its web site, (iv) take necessary precautions for the possible troubles in the Electronic Meeting System, (v) transfer the resolutions, which would be required to be registered under Turkish law, to the Central Registry Record System, (vi) to keep the records of all the transactions conducted in the Electronic Meeting System; identity information of the attendants and their representatives by holding these records for a term of ten (10) years and keeping them confidential.

General Assemblies of the Joint Stock Companies

Electronic General Assemblies of the Joint-Stock Companies are regulated under the Regulation on General Assemblies in Joint Stock Companies to be held via electronic means (“Regulation”)[3]. Article 6 of the Regulation provides that the joint stock corporations holding electronic general assemblies are required to submit the required meeting documents, required for the right holders and the meeting itself, to the Electronic General Assembly System (“EGAS”) with a secured electronic signature. This method enables the right owners to be able to have access to the documents under the EGAS with their electronic signatures.  Applications for attending to the general assembly meetings by the right owners are made through EGAS as well.

What about the big companies?

Last but not least, the foregoing proviso of Turkish Commercial Code is deemed to be mandatory for companies quoted on the stock exchange. The shares of those companies are monitored by the Central Registry Agency (“CRA”) and therefore their EGAS will be provided by CRA and the obligation to keep the records for a certain time will be fulfilled by CRA as well.

Well, let’s embrace the technology…

The modern technologies enabled us to communicate with every part of the world easily. To observe that the legal systems are getting adapted to those innovations be held is pleasing. It is important to underline the fact that these kinds of legislations are especially important for foreign investors investing/operating in Turkey. Holding electronic meetings will reserve the time and energy. The legislations are still considerably new; however they show a promising potential for global investments in the future.

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[1]     Turkish Commercial Code dated January 13, 2011 and numbered 6102, published in the Official Gazette dated February 14, 2011 and numbered 27846.

[2]    Communiqué on the Assemblies Conducted in Business Companies via Electronic Means except for the Joint Stock Corporation General Assemblies published in the Official Gazette dated August 29, 2012 and numbered 28396.

[3]     Regulation on General Assemblies in Joint Stock Companies to be held via electronic means dated August 28, 2012 and numbered 28395.