Abstract:

When evaluated together Art. 407/1 of the Turkish Commercial Code and Art. 32/4 of “Regulation on Procedures and Principles of the General Assembly Meetings of the Joint Stock Companies and the Representatives of the Ministry of Customs and Trade in these Meetings” (hereinafter “Regulation”), it can be seen that the ones who attend the general assembly meeting are subjected to a dual distinction. Despite the participation of executive directors as well as at least one of the board members, auditor and representative of the Ministry are mandatory; the attendance of other board members and shareholders is optional. In other words, while the attendance to the general assembly is a right for shareholders, the auditor and other board members; executive directors and at least one board member the ministry representative are obliged to attend the meeting. In our study, firstly, those who are authorized and obliged to participate in the General Assembly will be handled one by one, then, in case of a general assembly meeting without participation of those under obligation, the opinions in the doctrine regarding which legal sanctions may come into question and the legal consequences of general assembly resolutions will be revealed and the conclusions reached will be listed.

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