Legal assurance in general assembly and management decisions.
We fully manage ordinary and extraordinary general assemblies, board resolutions, and representation processes. From the agenda to the minutes, from registration to documentation, we secure your corporate operations.
Corporate decisions require solid ground
The general assembly and the board of directors are the bodies in which a company's most fundamental decisions are made and in which liability and representation take shape. Law No. 6102 (Turkish Commercial Code) requires these processes to be conducted in accordance with specific procedures—from the agenda to the call, from the quorum to the minutes. Procedural non-compliance brings with it the risk of annulment of the resolutions adopted and disputes among shareholders.
At Köksal, we do not regard general assembly and management processes as limited to the meeting day alone; we structure the entire chain—from agenda preparation to registration of the resolution—in legal compliance. In companies with a multinational shareholding structure, we manage representation, authorisation, and multilingual documentation together, safeguarding the validity of the decisions.
When Does This Apply?
From annual meetings to extraordinary resolutions, from authority changes to management processes, we are by your side at every stage of corporate operations.
Annual General Assembly
We ensure that the ordinary general assembly convenes within its statutory period and reaches its resolutions in due form, with its agenda and quorums.
Board of Directors Processes
We conduct board of directors meetings and the processes of preparing resolutions and recording them in the resolution book in legal compliance.
Signature & Representation Authorities
We fully manage signature circulars, the determination of representation and binding authorities, and the registration of authority changes.
How Does the Process Work?
We complete corporate decision-making processes in three stages, in a manner that eliminates any risk to their validity.
01 · Agenda & Preparation
We set the agenda and, ahead of the meeting, fully prepare the call and invitation procedures, the quorum requirements, and the necessary documents.
02 · Meeting & Resolution
We ensure that the meeting is conducted in due form and maintain legal compliance throughout the voting and decision-making processes.
03 · Registration & Documentation
We draw up the minutes, record resolutions subject to registration in the trade registry, and build a complete corporate archive.
We run corporate governance in an orderly, risk-free manner
In general assembly and management processes, the greatest risk is the annulment and liability actions that arise from procedural non-compliance. With our experience along the Türkiye–DACH axis, we manage the meeting calendar, representation authorities, and documentation in good order for multi-shareholder and foreign-capital companies, keeping corporate memory continuous.
- Full procedural compliance in ordinary and extraordinary general assemblies
- Meticulous preparation of the agenda, call and quorum requirements
- Legal accuracy and order in board of directors' resolutions
- Multilingual, up-to-date documentation in representation and authorisation
- Timely recording of resolutions subject to registration in the trade registry
Other Corporate Secretarial Services
When needed, the same team can seamlessly extend its work to our other solutions in this area.
Related Areas & Legislation
The focus areas, practice areas, desks and legislation connected with this service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Designing corporate governance across group companies
Single-source management and documentation of general assembly, board and compliance processes.
Review the matter →Planning · ContinuityA backup management plan against the founder’s sudden absence
Establishing a power-of-attorney and decision-making framework for the seamless transfer of signature, banking and management authority in the event of sudden illness or loss.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
The ordinary general assembly has to meet within three months of the end of each financial period, under Article 409 of the Turkish Commercial Code (No. 6102). Miss that window and several things follow at once: the management body’s own liability comes into play, and resolutions that depend on the assembly — approval of the financial statements, distribution of profit — simply cannot be taken. In practice bank and…
There are two routes: appointing a proxy to attend, or attending through the Electronic General Assembly System (EGKS) under Article 1527 of the Turkish Commercial Code (No. 6102). For a joint-stock company, electronic attendance requires both a provision in the articles of association and the system actually being set up.Where there are foreign shareholders, three things need planning from the outset: the form of t…
No — a physical meeting is not required for every board resolution. Under Article 390(4) of the Turkish Commercial Code (No. 6102), provided no member asks for a meeting to be held, a resolution can be adopted by circulation: one member puts the proposal in the form of a resolution, and the written approval of a majority of the full number of members is obtained.Resolutions taken that way still have to be entered in…
Non-compliance with the convocation procedure, the agenda, the quorum requirements, or the law may cause the resolutions adopted to be challenged in court with a request for their annulment. The risk of annulment results in a loss of both time and reputation. By structuring the process in a legally compliant manner from the outset, we minimise this risk.
Under the Turkish Commercial Code, the ordinary general assembly of joint-stock and limited liability companies must be convened within the statutory period following the end of each financial year. At this meeting, matters such as the financial statements, the annual report, and profit distribution are discussed. By planning the schedule from the outset, we prevent the liability risks that would arise from exceeding the deadline.
An extraordinary general assembly is convened in situations that require urgent or out-of-cycle resolutions, such as an amendment to the articles of association, a capital increase, or a change in management. The convocation, agenda, and quorum requirements must be conducted with the same diligence as at an ordinary general assembly. We manage every procedural step to safeguard the validity of the process.
Who will represent the company, within what scope, and with what form of signature is determined by a resolution of the management body and registered with the trade registry. The signature circular documents this authority. Because delay in registering changes to this authority may affect the validity of transactions, we monitor the registration process meticulously.
Shareholders located abroad may attend meetings in person, or they may be represented by a duly executed power of attorney. In multinational shareholding structures, we manage the proxy, certification, and translation processes on a multilingual basis. In this way, geographical distance poses no obstacle to the validity of resolutions.
Get the right legal support for General Assembly & Management.
Let us determine the solution best suited to your needs, together with our experience in Türkiye and the DACH region.