In the globalizing business world and the rapid advancement of technology, companies’ management and decision-making processes are also undergoing transformation. Especially in recent years, the limitations and operational costs associated with physical meetings have led companies to seek more innovative solutions. One such solution is holding general assembly meetings, which are crucial within the scope of corporate law, virtually. In cities like Antalya, with a dynamic business life, virtual general assembly meetings have become a critical tool for increasing company efficiency and maintaining uninterrupted business processes. This article will examine in detail the legal basis, implementation principles, advantages, and key points to consider regarding virtual general assembly meetings.
What is a Virtual General Assembly Meeting and Why is it Important?
A virtual general assembly meeting is a type of meeting where company partners or their representatives convene electronically, without being physically present in the same location, to make important company decisions. Thanks to advanced communication technologies, participants can participate in the meeting from different locations, express their opinions, and vote via a secure electronic platform. This form of meeting is legally established, particularly by the Turkish Commercial Code (TCC) and related regulations.
For companies operating in Antalya, virtual general assemblies add flexibility to business practices across various sectors, particularly tourism, agriculture, trade, and industry. They allow meetings to be held seamlessly, even when partners or executives are located in different cities or even countries. This accelerates decision-making processes, reduces operational costs, and provides companies with an advantage in global competition.
Legal Framework and Basic Regulations
The legal validity and implementation principles of virtual general assembly meetings are determined by the Turkish Commercial Code and secondary legislation enacted under it. These regulations aim to ensure the transparency, security, and legality of these meetings.
Relevant Provisions of the Turkish Commercial Code
Article 1527 of the Turkish Commercial Code allows general assemblies and board meetings of directors of capital companies to be held electronically. This article states that companies may hold their general assemblies electronically by including a provision in their articles of association. While granting this option, the legislature has also mandated the provision of the necessary technical infrastructure and procedural rules to ensure the smooth and secure conduct of meetings.
Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be Present at These Meetings
This Regulation contains detailed provisions regarding the conduct of general assembly meetings of joint-stock companies. Specifically, it emphasizes that meetings held electronically must also comply with the provisions of this Regulation. Fundamental principles such as meeting invitations, agenda, quorum, and decision-making quorum remain valid for virtual meetings.
Regulation on General Assemblies to be Held Electronically in Joint Stock Companies
This Regulation, specifically issued for joint-stock companies, sets forth in detail the procedures and principles for general assembly meetings held electronically. It specifies the technical and legal requirements that joint-stock companies wishing to hold general assemblies electronically must comply with. In particular, it provides detailed rules regarding the use of a secure system called the “Electronic General Assembly System (e-GKS), identity verification, secure voting, and the preparation of minutes.
Conditions and Process for Holding a Virtual General Assembly Meeting
In order for virtual general assembly meetings to be considered legal and valid, certain conditions must be met and the process must be managed meticulously.
Articles of Association Provision
For a company to hold its general assembly meeting virtually, the company’s articles of association must contain a clear provision to this effect. If there is no such provision, the articles of association must be amended to include the relevant provision, which will be used to hold a physical general assembly meeting. This provision must specify that the meetings will be held electronically and that relevant legislation will be adhered to.
Provision and Security of the Electronic Meeting System
For virtual general assembly meetings, it is mandatory to obtain an e-GKS service from a system provider authorized by the Capital Markets Board. This system must ensure that participants’ identities are securely verified, their opinions expressed, their proposals submitted, and their voting rights securely. The system must also allow for audio and video recording of the meeting and the electronic preparation and signing of meeting minutes. Security, data privacy, and uninterrupted system operation are among the most critical elements of a virtual general assembly.
Invitation and Agenda
The same procedures and principles for inviting general assembly meetings apply equally to virtual meetings. Meeting invitations must be made within the timeframes and in the format stipulated in the Turkish Commercial Code and the articles of association. The invitation letter must clearly state that the meeting will be held electronically, the system to be used, and how participants will access the system. Just as with physical meetings, agenda items should be announced along with the invitation, and the agenda should not deviate from this agenda during the meeting.
Meeting Quorum and Decision Quorum
In virtual general assembly meetings, the quorum for meeting and decision is calculated according to the ratios specified in the Turkish Commercial Code and the articles of association. Participants who log in to the system electronically and complete identity verification are considered in quorum calculations. Voting is conducted securely through the electronic system, and results are instantly viewable.
Meeting Management and Minutes
Virtual general assembly meetings, like physical meetings, are managed by a presidential board. The chairperson maintains order, reads agenda items, receives comments, and administers votes. Decisions made at the end of the meeting are recorded in the meeting minutes, which are electronically recorded by the members of the presidential board and a Ministry representative (if necessary), and are recorded in MERSİS (Central Registry System).
Advantages and Disadvantages of Virtual General Assembly Meetings
While virtual general assembly meetings offer many advantages for companies, they also bring with them some challenges and points to consider.
Advantages
* Cost and Time Savings: Eliminates physical meeting costs such as travel, accommodation, and meeting room rental. Saves participants’ time.
* Elimination of Geographical Barriers: This makes it easier for partners from different cities or countries to attend meetings, which is a great advantage, especially for companies with international business relationships such as Antalya.
* Ease of Participation and Accessibility: Provides easier access to the meeting for partners and representatives, which can increase participation rates.
* Business Continuity in Crisis Times: It enables companies to continue their decision-making processes without interruption in extraordinary situations such as pandemics or in times of travel restrictions.
* Environmentally Friendly Approach: Contributes to the environment by reducing paper use and reducing travel-related carbon emissions.
Disadvantages and Potential Challenges
* Technical Infrastructure Requirements and Possible Failures: Requires a reliable internet connection and technical equipment. System failures or connection problems may disrupt the meeting.
* Security Concerns and Data Privacy: Protecting electronic meetings against cyberattacks and ensuring data privacy is of critical importance.
* Lack of Interaction Between Participants: The face-to-face interaction, body language reading and spontaneous discussion environment found in physical meetings may not be fully achieved in virtual meetings.
* Uncertainties or Objections in Legal Processes: Technical malfunctions or procedural errors in the system may lead to objections to the legal validity of the decisions taken.
Virtual General Assembly Applications for Companies in Antalya
Antalya is home to a wide range of companies, from tourism and agriculture to industry and services. This diversity reflects the need for flexibility in management and decision-making processes. Virtual general assembly meetings can provide tangible benefits for companies in Antalya in the following ways:
* Tourism Sector: Hotel chains, travel agencies and other tourism businesses can make quick and effective decisions even if their partners or managers are located in different locations.
* Agricultural Sector: Large-scale agricultural companies and cooperatives can facilitate meeting participation for their members spread over a wide geographic area.
* Companies Engaged in International Trade: Companies with foreign partners or managers can hold their general assemblies without being affected by international travel restrictions.
When transitioning to virtual general assembly practices, it is crucial for companies in Antalya to make thorough legal and technical preparations, taking into account local dynamics and their own specific needs.
Virtual general assembly meetings have become an indispensable part of modern corporate governance. This practice, legally established by the Turkish Commercial Code and relevant regulations, offers companies efficiency, flexibility, and cost advantages. However, to fully utilize these advantages and avoid potential legal risks, it is essential to properly draft the articles of association, utilize a secure electronic system, and meticulously manage the meeting process. Whether transitioning to virtual general assembly meetings or maintaining existing practices, companies must seek support from expert legal experts to ensure the legality of the process and the validity of the decisions made. In the future, as the role of digitalization in business life increases, virtual general assemblies will become even more central to companies’ corporate governance practices.