How Turkish Joint‑Stock Companies Call General Assembly Meetings

Anonymous joint‑stock companies must follow strict rules when summoning shareholders to a general assembly, as set out in the 6102 Turkish Commercial Code (TTK) [1]. The law requires notices to appear on the company’s website and in the Turkey Trade Registry Gazette, with additional delivery methods permitted by the articles of association.

Key takeaways

• The call‑to‑meeting must be published on the company’s internet site and in the Turkey Trade Registry Gazette [1].
• The notice must be issued at least two weeks before the assembly, excluding the day of publication and the assembly day [1].
• Shareholders entered in the share register must also receive a registered‑mail notice [1].
• Companies may add other publication methods, such as a national newspaper with a circulation over 50,000, if the articles of association allow [1].
• Failure to meet these formalities can lead to lawsuits challenging the validity of assembly resolutions [1].

Legal Publication Requirements

Under the TTK, the general assembly is summoned “in the manner shown in the articles of association, by publishing the notice on the company’s internet site and in the Turkey Trade Registry Gazette” [1]. This dual‑publication rule mirrors the older 6762 Commercial Code, which only required Gazette publication. The newer code additionally permits companies to specify other calling methods in their articles, such as advertising in a national or local newspaper, provided the statutory minimums are met [1].

The timing rule is precise: the notice must be issued at least fourteen days before the assembly date, excluding the day the notice appears in the Gazette and the day of the meeting itself. For example, if an assembly is scheduled for 28 August 2013, the latest permissible publication date would be 12 August 2013 [1]. The law does not count the publication day or the meeting day within the two‑week period, emphasizing the need for careful calendar planning.

Direct Notification to Registered Shareholders

Beyond public notices, the TTK obliges companies to inform shareholders whose names appear in the share register. These shareholders must receive a registered‑mail (i.e., “iadeli taahhütlü”) notice that includes the meeting agenda and the dates of publication [1]. This requirement ensures that owners who hold shares in name‑form (as opposed to street‑name holdings) are personally aware of the assembly. Companies may also require shareholders to submit share certificates or other proof of ownership to update address information, after which the registered‑mail notice is sent [1].

Why it matters

Compliance with the TTK’s notification regime safeguards the legitimacy of corporate decisions. If any shareholder can demonstrate that the call‑to‑meeting was irregular—such as missing the two‑week deadline or lacking the required Gazette or website publication—their challenge may invalidate the assembly’s resolutions [1]. Consequently, companies must coordinate legal, communications, and shareholder‑services teams to meet the publication, timing, and mailing obligations. For firms subject to the broader internet‑site requirement under Law 6335, the duty to post notices online applies only to those mandated to maintain a corporate website, but the Gazette publication remains universal [1]. Proper adherence thus protects both shareholder rights and the enforceability of corporate governance actions.