By law, Turkish companies are required to hold their ordinary general assembly meetings by the end of March each year.
Ordinary General Assembly
Annual general assembly meetings for joint stock companies (''JSCs'') and limited liability companies ("LLCs'') must be held within three months following the end of their fiscal year. For most Turkish companies, the fiscal year ends December 31, requiring a general assembly meeting by March 31, 2015.
Appointment of authorized signatories with monetary and/or area limits
The annual general assembly meeting is an excellent opportunity to amend the articles of association in compliance with trade registries' new practice regarding authorized signatories. Trade registries now accept representation authority with monetary and/or area limits — a change from their previous interpretation. Therefore, provided the articles of association allow adoption of an internal directive, it is possible to appoint authorized signatories with monetary and area limits.
Actions to consider
A JSC or LLC whose fiscal year ended December 31 should convene its general assembly meeting by March 31, 2015.
- JSC general assembly meetings can be convened without announcement if all shareholders participate. Although a notarized and apostilled power of attorney is needed if the shareholders are not present, the additional announcement period can be avoided.
- LLC general assembly meetings can be convened without holding an actual meeting by circulating the resolution. This eliminates the need for a power of attorney, so there is no delay associated with notarization or apostillization.
Conclusion
It is important for Turkish companies to remain in good standing by complying with annual requirements. This can also be an opportunity to adopt an internal directive to designate authorized signatories with restricted authority.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.