The amendment of the Articles of Association requires that amendments to the articles of incorporation or the addition of new provisions or the complete, partial removal of existing provisions are made. The need for change can also be caused by legal necessity.

Procedure to Follow For Amendments

The issue of amendment of the Artıcles of Association is regulated in articles 452 -475 Of the Turkish Commercial Code. As a matter of principle, it is possible to change all the provisions of the Artıcles of Association by complying with the conditions stipulated in its law, provided that it does not prejudice the acquired and indispensable rights.

  • The Board of Directors will first propose amendments
  • If it is necessary to take permission from ministry, Board of Director take this.
  • The amendment is decided at the General Assembly
  • If it is necessary to take approval from priveleged shareholder, Board of Director take this.
  • 2/3 of the capital lost but not taken the necessary measures
  • Finally it is registry and announced.

Ministry of Customs and Trade

The law seeks to control whether the Articles of Association certain joint stock companies that are of particular interest are in compliance with the mandatory rules.(TTK 333)

After the proposal for amendment of the articles of association has been signed by the authorized persons under the title of the joint stock company, it shall be sent to the relevant ministry with the addition of a decision of the board of directors.

Quorums in the Decision of the General Assembly

The General Assembly decides the amendment. Apply Turkish Commercial Code act of 421 for quorums. The amendment can made at ordinary or extraordinary meetings. According to act of 479/3 privileges are not considered at these meetings.However, if there are stipulations for heavier quorums for meeting quorums, the quorums are applied.

Approval of Privileged Shareholders

If the decision that taken by general assembly prejudice to privileged shareholders, it is necessary for the privileged shareholders to approve these decisions. Otherwise, these decisions taken by the General Assembly will not apply. the Board of Directors has to call this special board meeting within one month from the decision date of the General Assembly.

If the board of directors is not call to privileged shareholders, privileged shareholders may request this from the relevant court within fifteen days to commence on the last day of the session.

Regıstry of The ‘Amendments In Articles Association

The decision of the General Assembly, including the amendment of the articles association, is registered in the trade register where the headquarters and bureau are located. It is declared together with this and the decision which is registered and announced. It is also put on the internet site of the company.

Capital Changes

  • Reduction of Capital and Increasing of Capital regulated by Turkish Commercial Law.
  • Increasing of Capital.
  • Joint stock companies may need to capital increase frequently, depending on changing economic conditions and market conditions.
  • Capital increase divided into two, these are: Increase in the system of Registered Capital System and Increase in the system of original capital.

The increase in the original capital system is made by the General Assembly like the amendment in articles of association.The increase in the registered capital system is made by the Board of Directors without any amendment of the Articles of Association.

Reduction of Capital

The capital reduction is to reduce the nominal value of the capital written in the original contract through the amendment of the articles of association. The need to reduction capital can born from a variety of reasons. As a rule capital reduction require the amendment in articles of assoication. As an exception, the amendment of the Articles of Association will not be necessary if a new paid-up share is created in order to replace the part that reduces.

Anonim Şirketlerde Esas Sözleşme Değişikliği

Amendments in Articles of Association in Joint-Stock Companies