In joint stock companies, the articles of association form the basis of the company, just like the constitution, and regulate its existence, areas of activity and operation. The content of this contract, which was prepared during the establishment of the company, may be changed later for various reasons. In this article, we will examine in detail all aspects of the amendment of the articles of association in joint stock companies.
What is Articles of Association Amendment?
Amendment of the articles of association is the process of changing one or more of the articles in the articles of association of the joint stock company. This change may include various elements such as changing the company’s name, headquarters, field of activity, capital or management method.
How to Change the Articles of Association?
Amendment to the articles of association is regulated in Article 452 of the Turkish Commercial Code (TTK). According to this article, amendments to the articles of association can be made by the decision of the general assembly. At the general assembly, the articles to be amended and their justifications are put to vote and the amendment is accepted when the required majority is reached.
Required Majority
The majority required to amend the articles of association varies depending on the content of the amendment. Except for some special cases specified in the TCC, at least half of the votes of the shareholders and at least ¼ of the value of the shares represented must vote positively for the amendment of the articles of association.
Situations Requiring a Special Majority
• Completely changing the scope of business of the company
• Creation of warrant shares
• Limitation on the transfer of registered shares