Type of Resolution | Meeting Quorum | Resolution 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) | 1/4 | Majority of those present at the meeting |
Merger, demerger, conversion (TCC Art.421/5) | 1/4 | Majority of those present at the meeting |
Resolutions imposing obligations to cover balance sheet losses (TCC Art.421/2) | Unanimity | Unanimity |
Relocation of company headquarters abroad (TCC Art.421/2) | Unanimity | Unanimity |
Change of company’s scope of business (TCC Art.421/3) | At least 75% of share capital represented with affirmative votes | At 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 votes | At 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 votes | At least 75% of share capital represented with affirmative votes |
Capital decrease (TCC Art.473/3) | At least 75% of share capital represented with affirmative votes | At 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 votes | At least 75% of share capital represented with affirmative votes |
Withdrawal from liquidation (TCC Art.548/1) | At least 60% of capital | Vote of at least 60% of capital |
Board of Directors Resolutions (TCC Art.390/1) | Majority of the total number of members | Majority of members present at the meeting |
Merger resolution (TCC Art.151/1/a) | Majority of issued or paid-in capital represented | 3/4 of votes present at the General Assembly |
Approval of demerger agreement/plan (TCC Art.173/2) | Majority of issued or paid-in capital represented | 3/4 of votes present at the General Assembly |
Approval of demerger without ratio preservation (TCC Art.173/3) | Majority of issued or paid-in capital represented | At 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 shareholders | Unanimous consent of all shareholders |
Bulk sale of significant assets | At least 75% of share capital represented | At least 75% of share capital represented with affirmative votes |
Issuance of securities and granting authority to BoD | At least 75% of share capital represented | At least 75% of share capital represented with affirmative votes |
Special Assembly of Privileged Shareholders | At least 60% of privileged shares represented | Majority 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.