a)
Non-delegable authorities
The non-delegable authorities of the general assembly of a partnership are as follows:
- Amending the articles of association,
- Appointing and dismissing managers,
- Appointing and dismissing the independent auditors as well as group of companies' auditors,
- Approving year-end financial statements and annual report of group of companies,
- Approving year-end financial statements and annual report; making a decision on distribution of dividend; determining profit sharing for board members,
- Determining salaries of managers and releasing them,
- Approving the transfer of capital shares,
- Requesting from the court to dismiss a partner from the partnership,
- Authorizing a manager with respect to the acquisition of the partnership's own shares, or approving such an acquisition,
- Terminating the partnership,
- Deciding on matters on which the general assembly or the articles of association is authorized by law and on matters which are brought to the general assembly by the managers.
Non-delegable authorities in the case where such authorities are stated in the articles of association
If stipulated in the articles of association, the following authorities are the general assembly's non-delegable authorities:
- Approving the managers' activities and circumstances in which general assembly approval is required in accordance with the articles of association,
- Adopting resolution on first refusal, redemption and purchase and exercising the rights of being the first to be offered for subscription,
- Approving placement of pledge right on capital shares,
- Issuing internal regulation regarding secondary performance liabilities,
- Permitting managers and partners to engage in activities incompatible with loyalty duty to the company or non-compete obligation in cases where the partners approval is not adequate,
- Dismissing a partner from the partnership on the grounds as stated in the articles of association.
Non-delegable authorities in the case of a single-member partnership
In the case of a single-member partnership, this member has all aforementioned authorities of the general assembly. All resolutions adopted by a single-member partnership must be in written form. Otherwise these resolutions may not be valid.
b) Calling general assembly
(i) Calling
The managers of an LLC may call a general assembly. The ordinary general assembly is held once a year and within the three months as of the closing of the accounting period. Extraordinary meetings can be held in accordance with articles of associations and whenever it is deemed necessary.
The general assembly must be called at least fifteen days prior to the meeting date. The articles of association may extend this period or shorten it up to ten days.
(ii) Voting right and its calculation
- The voting right of partners is calculated in accordance with the nominal value of their capital shares. Every twenty five Turkish Liras grants one voting right unless a higher amount is stated in the articles of association.
- The voting rights of partners who have more than one share may be restricted by the articles of association. A partner has at least one voting right. Voting can be made in writing if stated in the articles of association.
- The articles of association may also specify the voting right as each basic capital share corresponding to one voting right, independent of its nominal value. In this case, the nominal value of the minimum basic capital share may not be less than one tenth of the total of nominal values of other basic capital shares.
- The provision in the articles of association with respect to the determination of the voting right in accordance with the number of capital shares does not apply in the following situations:
- Election of auditors,
- Election of special auditor for the audit of the management or specific parts,
- Decision making for filing a law suit of responsibility.
(iii) Exclusion of voting right
Partners, who have participated in the LLC's management, may not vote on resolutions with regard to the release of managers.
A partner cannot vote on the resolution with respect to the approval of his or her own activities which are not compliant with loyalty duty or non-competition obligation.
c) Adoption of resolution
(i) Adoption of ordinary resolution
The resolutions of the general assembly are taken by the majority of the represented votes unless otherwise stated in law or articles of association.
(ii) Important resolutions
The following resolutions of the general assembly may be adopted with at least two thirds of represented votes together with the absolute majority of the total of capital shares with voting right:
- Changing a partnerships scope of activity,
- Introducing capital shares with privileged voting rights,
- Restricting, prohibiting or facilitating the transfer of capital shares,
- Increasing capital,
- Restricting or cancelling pre-emptive rights,
- Changing the headquarters' location,
- Approving the transactions of managers and partners which are not in compliance with loyalty duty to the company or non-compete obligation,
- Applying to a court for the dismissal of a partner from the partnership because of a valid reason and dismissal of partner from the partnership with a reason stipulated in the articles of association,
- Terminating the partnership.
d) Nullity and cancellation of general assembly resolutions
The provisions of joint stock companies with regard to the nullity and cancellation of joint stock companies' general assembly resolutions are also applied to LLCs.
