Amendment and Registration of the Articles of Association: General Assembly Majorities

The board prepares the amendment draft and places it on the general assembly agenda. In sectors where amendments to the articles are subject to prior approval — banking, insurance, financial leasing, supervised capital markets institutions and companies subject to approval under TTK art.333 — the prior approval of the Ministry of Trade is obtained.

For companies subject to the website obligation, the amendment draft and supporting documents are disclosed in line with the obligations under TTK art.1524. Shareholders' rights of information and inspection — particularly access to documents before the meeting — must be preserved.

TTK art.421(1) requires, as a general rule, the presence of shareholders representing at least half of the capital, and the favourable vote of a majority of the votes present, for amendments to the articles of association. If the quorum is not reached at the first meeting, a second meeting may be held within one month; for the second meeting, the presence of one-third of the capital is sufficient.

Certain fundamental amendments are subject to an aggravated majority under TTK art.421(3): a complete change of corporate purpose, the creation of privileged shares, and the restriction of the transferability of registered shares require the favourable vote of shareholders representing at least 75% of the capital. Only two kinds of resolution require unanimity under TTK art.421(2): those imposing obligations or secondary obligations to cover balance-sheet losses, and those transferring the company's seat abroad.

Registration is requested within the general fifteen-day period in TTK m.30, subject to any special rule; the period is one month for persons residing outside the registry's district. The required file includes the resolution, attendance list, amended text and any necessary permission.

Under TTK m.455 an amendment has no effect against third parties before registration. The resolution's internal effect must be distinguished from special transactions, such as a capital increase, for which registration is constitutive. It is incorrect to say that every amendment has no legal effect whatsoever before registration.

In corporate-law matters, resolutions, meeting notices, agendas, attendance lists, signature circulars, trade-registry application documents and the articles of association must be reviewed as a whole. In corporate transactions, most disputes arise not from the substance of the resolution but from defects in notice, quorum, representation and registration.

Transactions such as share transfers, amendments to the articles of association, mergers, demergers and liquidations are not completed by internal resolutions alone; notary, trade-registry, tax and accounting dimensions are also part of the process. The legal steps and financial obligations should therefore be planned together when drawing up the transaction timetable.

From the perspective of shareholders or directors, dissenting opinions, information rights, requests for special audit and records of release and liability may carry decisive evidentiary weight in any subsequent action. Minutes of meetings should therefore be prepared in clear and auditable form.