Newsletter-21

79 COMMERCIAL LAW The general assembly of a joint stock company may be convened with or without a notice to convene. The shareholders can be called to the general assembly, in accordance with the articles of association of the company, via an announcement published in the trade registry gazette and on the company website (if such company is so required to set up an official website). As per Art. 416 of the Turkish Com- mercial Code, if the shareholders and their representatives do not raise an objection, and all of them are present throughout the meeting, the general assembly may be convened without prior notice or call to the shareholders. Therefore, the general assembly of a single shareholder joint stock company may be convened without a notice to convene since such single shareholder will be present at the meeting. However, if there is a pledge, usufruct right, or any other encumbrance on the shares of such single shareholder, the general assembly may need to be convened by complying with the convocation procedure, as per the agreements giving rise to that encumbrance. As per Art. 425/I of the Turkish Commercial Code, the share- holder may participate in the general assembly, either in person, or via a representative, who is either a shareholder or a third party. The same principle applies to a single shareholder joint stock company. The sole shareholder may participate in and adopt a resolution in the general assembly, either in person, or through a duly appointed representative. According to the general assembly regulation pertaining to joint stock companies 1 , it is not mandatory to appoint a secretary and vote collector in the general assembly of a single shareholder joint stock company. The single shareholder may solely perform all duties envis- aged for the chairmanship of the meeting. Further, the shareholder who is present at the meeting or his representative shall sign the general assembly meeting minutes; otherwise, the meeting minutes shall be deemed invalid (Art. 26/1 and Art. 26/5 of the Regulation). 1 The Regulation pertaining to the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade published in the Official Gazette dated November 28, 2012 and numbered 28481.