Client Alert:

Important Changes on Company Agreements and Electronic General Assembly System

The Communiqué Regarding Extension Of The Deadline For The Limited Liability Companies And Corporations To Amend Their Company Agreements In Compliance With The Turkish Commercial Code (the “Communique”) has entered into force on June 29, 2013. The Communique has amended Article 22 of the Law on the Validity and Application of the Turkish Commercial Code numbered 6103 (the “Application Law”). Prior to the Communiqué, Article 22 of the Application Law provided that corporations shall amend their Articles of Association and limited liability companies shall amend their Articles of Partnership by July 01, 2013 in compliance with the provisions set forth under the Turkish Commercial Code (the “TCC”).

The abovementioned deadline has been extended by the Communiqué until July 01, 2014. In the event companies do not amend their company agreements in accordance with the provisions set forth under the TCC until July 01, 2014, the relevant provisions under the TCC shall be applied to those companies instead of the provisions under their company agreements.

Another change is with respect to general assembly meetings of corporations. Previously, the time granted to shareholders attending electronic general assembly meetings to cast their votes was maximum five minutes pursuant to Article 7 of the Communiqué Regarding The Electronic General Assembly System To Be Used During The General Assembly Meetings Of Corporations (the “Old Communiqué”). The Communiqué which has been published in the Official Gazette dated June 29, 2013 and numbered 28692 amended Article 7 of the Old Communiqué reducing this to two minutes.

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