The general assembly, one of the most important bodies of companies, is the platform where partners come together to exchange views on the management of the company and important decisions. In this article, we will provide detailed information about general assembly meetings and the processes of making them in companies.
What is a General Assembly?
The general assembly is the assembly formed by all partners of a company and is the highest decision-making body of the company. In joint stock and limited companies, the general assembly has the duties and authorities determined by the legal legislation and the company’s articles of association.
Types of General Assembly Meetings
General assembly meetings are divided into two:
Ordinary General Assembly Meetings: They are held every year within three months of the end of the accounting period. In these meetings, agenda items such as approval of financial statements, acquittal of the board of directors, and determination of profit distribution are discussed.
Extraordinary General Assembly Meetings: They are held in cases specified in the company’s articles of association or upon request by the board of directors or a certain percentage of the partners. In these meetings, important issues such as capital increase or decrease, and amendments to the articles of association are discussed.
General Assembly Meetings
General assembly meetings begin with the call to the meeting by the board of directors. The call to the meeting must be made in the manner specified in the company’s articles of association. At the meeting, agenda items are discussed and decisions are made by voting. In voting, each shareholder has the right to vote in proportion to the shares he/she owns.
Decisions Taken at General Assembly Meetings
Decisions taken at general assembly meetings are binding for the company. These decisions are implemented by the board of directors. The cancellation of decisions taken at the general assembly is possible only under certain conditions.
Things to Consider at General Assembly Meetings
It is important to comply with the legal regulations and the company’s articles of association at general assembly meetings. The call to the meeting and the agenda items must be made in accordance with the procedure. The voting rights of each shareholder must be observed during the voting.
General Assembly Taking Processes
In order for the decisions taken at general assembly meetings to be valid, voting must be done at a certain quorum. These quorum rates are determined by the legal regulations and the company’s articles of association.
General Assembly Quorum Rates
Ordinary General Assembly Meetings: At least 25% of the votes represented by the partners present at the meeting
Extraordinary General Assembly Meetings: Varies depending on the agenda item to be discussed.
Cancellation of General Assembly Decisions
Decisions made at the general assembly may be canceled under certain conditions. These conditions are as follows:
If the decision is against the law or the company’s articles of association
If the decision was taken irregularly
If there was fraud or mischief in the decision
In order to cancel the general assembly decisions, the relevant shareholders must file a lawsuit.
