Quorums for Meetings and Resolutions in Joint Stock Companies (TCC)

Type of ResolutionMeeting QuorumResolution Quorum
General Assembly (TCC Art.418)1/4 of the capital (No quorum required in the second meeting)Majority of those present at the meeting
Amendments to Articles of Association (TCC Art.421/1)1/2 (First meeting), 1/3 (Second meeting)Majority of those present at the meeting
General Assembly in liquidation (TCC Art.546/3)1/4 (First meeting, no quorum in second)Majority of those present at the meeting
Capital increase / registered capital ceiling (TCC Art.421/5)1/4Majority of those present at the meeting
Merger, demerger, conversion (TCC Art.421/5)1/4Majority of those present at the meeting
Resolutions imposing obligations to cover balance sheet losses (TCC Art.421/2)UnanimityUnanimity
Relocation of company headquarters abroad (TCC Art.421/2)UnanimityUnanimity
Change of company’s scope of business (TCC Art.421/3)At least 75% of share capital represented with affirmative votesAt least 75% of share capital represented with affirmative votes
Creation of privileged shares (TCC Art.421/3)At least 75% of share capital represented with affirmative votesAt least 75% of share capital represented with affirmative votes
Restriction of transfer of registered shares (TCC Art.421/3)At least 75% of share capital represented with affirmative votesAt least 75% of share capital represented with affirmative votes
Capital decrease (TCC Art.473/3)At least 75% of share capital represented with affirmative votesAt least 75% of share capital represented with affirmative votes
General Assembly on dissolution and liquidation (TCC Art.529/1/d)At least 75% of share capital represented with affirmative votesAt least 75% of share capital represented with affirmative votes
Withdrawal from liquidation (TCC Art.548/1)At least 60% of capitalVote of at least 60% of capital
Board of Directors Resolutions (TCC Art.390/1)Majority of the total number of membersMajority of members present at the meeting
Merger resolution (TCC Art.151/1/a)Majority of issued or paid-in capital represented3/4 of votes present at the General Assembly
Approval of demerger agreement/plan (TCC Art.173/2)Majority of issued or paid-in capital represented3/4 of votes present at the General Assembly
Approval of demerger without ratio preservation (TCC Art.173/3)Majority of issued or paid-in capital representedAt least 90% of voting shareholders in transferring company
Conversion resolution (TCC Art.189/1/a)2/3 of issued or paid-in capital (all shareholders if additional obligations arise)2/3 of votes present (all shareholders if additional obligations arise)
Conversion of JSC into a cooperative (TCC Art.189/1/b)Unanimous consent of all shareholdersUnanimous consent of all shareholders
Bulk sale of significant assetsAt least 75% of share capital representedAt least 75% of share capital represented with affirmative votes
Issuance of securities and granting authority to BoDAt least 75% of share capital representedAt least 75% of share capital represented with affirmative votes
Special Assembly of Privileged ShareholdersAt least 60% of privileged shares representedMajority of votes represented at the meeting
  • Except in cases where a heavier quorum is stipulated in the law or the articles of association, it is collected by the presence of owners or representatives of shares that cover at least a quarter of the capital.
  • Unless there is a provision to the contrary in the law or the articles of association.
  • Unless a heavier quorum is stipulated in the articles of association Unless a heavier quorum is stipulated in the articles of association.
  • Unless there is an aggravating provision in the articles of association
  • Provided that the clause of paragraph (b) of the 5th clause of Article 421 of the Law are reserved.

 In order to harmonize the contracts of joint stock companies with the Turkish Commercial Code, a meeting quorum is not required for contract amendments (for adjustment purposes) that must be made within twelve months from the entry into force of the Turkish Commercial Code, in accordance with Article 22/f.2 of the Law No. 6103 on the Enforcement and Implementation of the Turkish Commercial Code, and alterations are made by the majority of those present at the meeting. However, if there are aggravated quorums in the contract subject to amendments, the amendments must be made in accordance with these quorums.

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