Joint-stock company (JSC)
Unless a higher quorum is required by law or by the articles of association, general assembly convenes with the presence of shareholders representing 1/4 of the share capital. This quorum must be preserved throughout the meeting. If this quorum is not met at a 1st meeting, the shareholders are called to a 2nd meeting. At the 2nd meeting, present shareholders can adopt resolutions on any matter, irrespective of share capital they represent. Resolutions are passed by a simple majority of votes. However, Turkish Commercial Code introduces qualified meeting and resolution quorum requirements for certain issues such as change of nationality of the company, change of scope of activities and change of legal form.
In JSCs, unless a higher quorum is required by law and/or the articles of association, board of directors convenes with the majority of members and resolutions are passed by the vote of majority of members present at the meeting.
Limited liability company (LLC)
All general assembly decisions, including election decisions, require the vote of at least 1/2 of partners present at the meeting, unless otherwise provided in the articles of association. The Turkish Commercial Code introduces qualified meeting and resolution quorum requirements in LLCs for certain issues such as change of scope of activities, creating privileged shares and so on. Quorum and voting rights must be proportionate to shareholdings. However, different classes of shares with different voting rights can be issued. It is possible for a company to issue privileged voting shares, although a privilege can only be granted to the share (or a class of shares) and not to the shareholder(s) per se.
In LLCs, a quorum for managers' convening is not established by law, but the law merely states the quorum required to pass a resolution. If there is more than 1 manager, resolutions are passed by a simple majority of votes. Articles of incorporation may require a higher quorum to pass resolutions and a quorum for convening.
