Joint Stock Company Extraordinary General Assembly

REQUIRED DOCUMENTS

Petition
Board of Directors Agenda Resolution for general assemblies held upon invitation
(1 photocopy)
Notarized General Assembly Meeting Minutes
(To be pasted into the General Assembly Meeting Minutes Book in accordance with Turkish Commercial Code 64/4 – 375/f 422/2) (1 original – 1 photocopy)

-In companies with a sole shareholder, the shareholder present at the meeting or their representative must also sign the meeting minutes. (Regulation Article 26)

-In single-shareholder companies, (Amended phrase: Official Gazette 9/10/2020-31269) it is sufficient to elect a Meeting Chairman; there is no need to also elect a minutes clerk or a vote collector. If a minutes clerk and a vote collector are not elected, their duties are performed by the meeting chairman. (Regulation Article 14)

-The resolutions of company bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarial certification will be required for them.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
List of Attendees (Attendance Sheet)
(1 original copy). In single-shareholder companies, (Amended phrase: Official Gazette 9/10/2020-31269) it is not mandatory to prepare a list of persons entitled to attend the general assembly meeting. (Regulation Article 14)

If there is a legal entity among the partners and the representatives of this legal entity hold joint authority, the power of representation to be issued by the joint representative in favor of the representative who will attend the general assembly and vote must also be presented to the meeting chairmanship during the meeting.
Letter of appointment of the Ministry representative
(For meetings requiring the presence of a Ministry representative) (1 original copy). In general assembly meetings, (Added phrase: Official Gazette 9/10/2020-31269) all general assembly meetings of single-shareholder companies, except for companies whose incorporation and articles of association amendments are subject to Ministry permission, may be held without requesting a Ministry representative. (Regulation Article 32)
Notarized power of attorney, if participation is by proxy
In order for company partners to be represented at the meeting through their proxies, the power of attorney must be issued in notarized form (Repealed wording: Official Gazette 9/10/2020-31269) (…). (Regulation Article 18/7)
Photocopy of the trade registry gazette in which the agenda was published, together with photocopies of the registered mail with return receipt, in General Assemblies held by invitation
If a board election is held at the general assembly, a Notarized Board of Directors Resolution on the Distribution of Duties and Representation, specifying the distribution of duties and the manner of representation of the company
(1 original – 1 photocopy)

-The resolutions of company bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarial certification will be required for them.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
Specimen signature/signature declaration of Board members authorized to represent and bind the company
(If no signature record is held in the databases of public institutions and organisations or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarised or by making a written declaration at any Trade Registry Directorate.) (1 original)

The specimen signatures of persons added as authorized signatories with the new identity card can be obtained electronically from NVİ and recorded in the MERSİS database. A physical signature declaration will not be requested for authorized persons in this situation. (Ministry Circular No. 72558467 dated 4/3/2022)
Written declarations by board members who are not shareholders and have not been granted power of representation, stating that they accept this duty
(Trade Registry Regulation, Article 69 / h)

To enable the authority acceptance procedures of persons authorized to sign on behalf of a company/business to be carried out electronically, the "Authority Acceptance Procedures" module has been created and put into operation in MERSİS. If authority acceptance has been completed electronically through MERSİS, a physical authority acceptance document will not be requested. (Ministry Circular No. 72558467 dated 4/3/2022)
If a legal entity is elected to the board of directors, a notarised copy of the decision of the competent body of the legal entity designating only one natural person, determined by the legal entity, to act together with the legal entity and on its behalf
-The resolutions of company bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For these resolutions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarial certification will be required for them.

-No notary certification will be required for resolutions adopted in electronic environments (MERSİS and similar applications).
If discussed, the "Internal Directive on the Working Principles and Procedures of the General Assembly"
(1 original)

NOTES

a– In general assembly meetings not attended by a Ministry representative, the SHARE LEDGER must be submitted to our Directorate so that the company's shareholding status can be verified.
b– The Republic of Türkiye identity numbers of the board members (tax numbers in the case of foreign nationals) must be stated in the resolution on the allocation of duties.
c- For foreign board members, a notarized copy of the passport must be attached; for foreign nationals resident in Türkiye, a notarized copy of the Residence Permit (1 original) and a Residence Certificate issued by the Population Directorate showing the address (1 original) must be attached; if the address is abroad, a declaration showing the address and a Potential Tax Display Document must be attached.
ç- In general assembly and board of directors resolutions, the names of the authorized persons must be written in full, without abbreviation.
d- If a legal entity shareholder is elected to the board of directors: a notarized resolution of the legal entity's competent body stating the first name, surname, place of residence and citizenship of the natural person designated by the legal entity to sign on its behalf.
The following statements must be included in the resolution on the allocation of duties to be adopted by the board of directors.

"-………………………… COMPANY has been elected as Chairperson/Deputy Chairperson/Member of the board of directors.

e-………………………… COMPANY, elected to the board of directors, has designated as its natural person representative ………………… ………………… , a Turkish citizen residing at …………………………………………….. , holding Republic of Türkiye identity number ………………………."
f- Resolutions adopted in the electronic environment do not need to be separately notarized.
g- If the board resolutions do not bear the signature of the chairperson/deputy chairperson, a document showing that a request was made under Article 392/7 of the Turkish Commercial Code (a notarized notice) must be submitted together with the resolution.