Corporation (Sociedad Anónima or SA)

The Board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

In case of annual or regular shareholders' meetings, the required quorum shall be constituted by shareholders representing the majority of the voting shares. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of shareholders representing 60 percent of the voting shares, unless the articles provide for a higher quorum. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of shareholders representing 30 percent of the voting shares, unless the articles provide otherwise.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

The board makes decisions by a simple majority of directors present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

In the case of shareholders' meeting, quorum is reached if at least 1 shareholder of the company is present.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

Meetings may be held physically or through digital means (ie, video or teleconference). Managers and members may call themselves to hold deliberations, with no need of prior notice. The management body's resolutions are valid as long as all members attend, and the majority as stated in the bylaws approve the agenda. Member's resolutions will be valid, provided that all partners attend and the agenda is passed unanimously.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

The board makes decisions by a simple majority of the managers present at the relevant meeting, with a quorum of an absolute majority of total number of directors, unless the company's articles provide for a higher quorum and majority.

In case of annual or regular members' meetings, required quorum is constituted by the shareholders representing the majority of the voting shares. If quorum is not reached, the meeting may be held at a second call. In this case, the meeting is duly constituted with any number of shareholders present. On the other hand, special meetings require the presence of members representing 60 percent of voting shares, unless articles provide for a higher quorum. If quorum is not reached, a meeting may be held at a second call. In this case, the meeting is duly constituted with the presence of members representing 30 percent of voting shares, unless the articles provide otherwise.

Branch

Not applicable – this is subject to the requirements of the foreign company's place of incorporation.

Proprietary company

Unless otherwise specified in the company's constitution, at least 2 shareholders must be present for the full meeting. A company may pass a resolution without a general meeting being held if all the shareholders entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Unless otherwise specified in the company's constitution, the quorum for a directors' meeting is 2 directors. The directors of a company may pass a resolution without a directors' meeting if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Public company

Unless otherwise specified in the company's constitution, at least 2 shareholders must be present for the full meeting. A company may pass a resolution without a general meeting being held if all the shareholders entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Unless the directors determine otherwise, the quorum for a directors' meeting is 2 directors, and the quorum must be present at all times during the meeting. The directors of a company may pass a resolution without a directors' meeting if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Stock corporation (AG)

For a shareholders’ meeting, the presence of 1 single shareholder is sufficient. Resolutions are passed with the simple majority of the votes cast, except for important decisions – for example, change of articles. A 75-percent majority vote is required.

Limited liability company (GmbH)

For a shareholders’ meeting, the presence of at least 10 percent of the shareholders (shareholders holding 10 percent of the shares) is required. Resolutions are passed with the simple majority of the votes cast, except for important decisions – for example, change of articles. A 75-percent majority vote is required.

With Limited Liability (WLL)

The quorum for the general assembly of the shareholders shall not be valid unless shareholders holding at least 50 percent of share capital are present, unless the company’s deed of association provides for a larger majority.

No quorum required for board meetings, unless stated in the company's deed of association.

Closed Shareholding Company (BSC(c))

For general assembly of the shareholders, typically the quorum for the meeting will only be valid if attended by a number of shareholders who have the right to vote and representing more than half the capital.

For board of directors meetings, typically the quorum for the meeting will only be valid if attended by at least half of the directors, provided that no fewer than 3 directors will be present, unless the company’s articles of association require a higher number or percentage.

Foreign Branch (Branch)

Not applicable.

Public limited company (société anonyme/naamloze vennootschap)

Without prejudice to the law and the articles of association, the shareholders' meeting decides with majority of votes.

The board of directors decides with a majority of votes.

Limited company (société à responsabilité limitée/besloten vennootschap)

Without prejudice to the law and the articles of association, the shareholders' meeting decides with majority of votes.

In principle, each director has the authority to perform all actions. If the directors form a college, in principle, majority of votes.

Belgian branch office of a foreign company

Not applicable as there are no shareholders or directors in a Belgian branch office.

Limited liability company (Sociedade Limitada)

The general rule for quotaholders' meetings and managers' meetings (the latter, if applicable) is the majority of the company's capital and of the managers, respectively. The Brazilian Civil Code establishes higher quorum for some specific resolutions, and the articles of organization may also establish other rules concerning the approval of resolutions.

Corporation (Sociedade Anônima)

For a shareholder meeting, shareholders representing 1/4 of the capital shall be present. In general, decisions shall be taken by at least the majority of the shareholders present at the meeting. Certain matters, expressly set forth in the law, require the approval by a higher quorum. The bylaws may establish other quorum requirements.

For the board of directors, the decisions shall be taken by the majority of directors. Other requirements shall be established by the bylaws.

Corporate subsidiary (Corporation form rather than flow-through form)

For a shareholder meeting, the quorum set out in the corporate bylaws, articles of incorporation or unanimous shareholder agreement must be present during the shareholder meeting. For directors, typically a majority of directors must be present (including 25 percent resident Canadian directors in some jurisdictions) during a board meeting; alternatively, all of the directors may execute written resolutions. In Ontario, where a corporation has fewer than three directors, all directors must be present to constitute quorum.

In corporations, unless otherwise stated in the bylaws, (i) the assistance quorum for shareholders' meetings is the majority of the issued shares with the right to vote in the first call and the majority of the attending shares in the second call, and the quorum to approve most of the matters is the majority of the attending shares, except regarding certain specific matters when the quorum to approve them is 2/3 of the issued shares with right to vote; and, (ii) for board meetings, the attendance quorum is the majority of the board members and the approval quorum is the majority of the attending board members. There are some other special quorums.

For foreign-invested LLCs, shareholders' meeting is only applicable when there are two or more shareholders. Usually a majority of shareholders must be present during the shareholder meeting or sign a written consent. However, certain matters such as amendment to the articles of association must be approved by shareholders representing more than two-thirds of the voting rights. In practice, AMR may require certain matters be approved by all shareholders if a shareholders' resolution is required by AMR for change of registration of the company. For directors, typically more than two-thirds of directors must be present during a board meeting.

General partnership (Sociedad Colectiva)

Whether the partnership board encounters in an ordinary or extraordinary meeting, the majority of partners must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes. Meetings can be held in person, virtually or mixed (in person and virtually simultaneously). The quorum count will depend on the meeting’s nature and will consider the virtually connected when it is a virtual or combined meeting.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Whether the partnership board encounters in an ordinary or extraordinary meeting, all the managing partners and the limited partners or share limited partners that represent at least half of the company's capital must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes. Meetings can be held in person, virtually or mixed (in person and virtually simultaneously). The quorum count will depend on the meeting’s nature and will consider the virtually connected when it is a virtual or combined meeting.

Limited liability company (Sociedad de Responsabilidad Limitada)

Whether the partnership board encounters in an ordinary or extraordinary meeting, the majority of partners must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes. Meetings can be held in person, virtually or mixed (in person and virtually simultaneously). The quorum count will depend on the meeting’s nature and will consider the virtually connected when it is a virtual or combined meeting.

Corporation (Sociedad Anónima)

Whether the shareholders general assembly and the board of directors encounters in an ordinary or extraordinary meeting, the majority of shareholders or members of the board of directors must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes. Meetings can be held in person, virtually or mixed (in person and virtually simultaneously). The quorum count will depend on the meeting’s nature and will consider the virtually connected when it is a virtual or combined meeting.

Simplified stock company (Sociedad por Acciones Simplificada)

Whether the shareholders general assembly and the board of directors, if it is the case, encounters in an ordinary or extraordinary meeting, the majority of shareholders or members of the board of directors must be present or duly represented in order to have quorum. Colombian law allows partners to be present through simultaneous communication, but such event must be recorded in the correspondent minutes. Meetings can be held in person, virtually or mixed (in person and virtually simultaneously). The quorum count will depend on the meeting’s nature and will consider the virtually connected when it is a virtual or combined meeting.

Limited liability company

Not applicable for a single shareholder. For a shareholder meeting, presence of shareholders with at least 50 percent of all votes (each shareholder has 1 vote for each CZK1 of its contribution, unless otherwise stated in articles of association) is required. Resolutions are passed with the simple majority of the votes cast by the present shareholders, except for important decisions, eg, change of articles (75-percent majority of the votes cast by all shareholders). Requirements can be regulated in articles of association.

Joint stock company

Not applicable for a single shareholder. For a shareholder meeting, presence of shareholders with shares of nominal value or number that exceeds 30 percent of the registered capital is required, unless otherwise is stated in the articles of association. Resolutions are passed with the simple majority of the votes cast by the present shareholders, except for important decisions where higher quorums are required. For management and supervisory board meetings, typically a majority of respective body must be present during such meeting; alternatively, all directors must execute written resolutions. Requirements can be regulated in the articles of association.

Limited liability company (Kapitalselskab)

The board of directors or the supervisory board is quorate when more than 1/2 of its members are represented, unless a higher quorum is decided in the articles of association. However, resolutions cannot be passed without all members having been allowed to participate in the transaction of business, if possible.

When the provisions of the Danish Companies Act and the company's articles of association in regard of notice have been complied with, the actual turnout will be able to vote on the general meeting. However, the articles of association may contain a provision regulating if a certain number of votes of the shareholders' general meeting is required in order to pass a resolution.

In conjunction with the "Shareholders Meeting Requirements" and "Annual Corporate Maintenance Requirements" sections, the required quorum for shareholder, quotaholders or founders and BoD meeting is as follows:

JSC

Shareholders:

• Ordinary general assembly meeting (OGM):
  • Shareholders representing at least 1/4 of the company's capital must attend the OGM. The AoA of the company may stipulate a higher mandatory attendance not exceeding 50 percent of shareholders (ie, the company's capital). If this minimum is not met at a first meeting, the OGM will be called to a second meeting within 30 days after the first meeting.
  • The invitation of the first meeting may determine the date of the second meeting (if the required minimum attendance of the shareholders is not met) unless otherwise is provided under the AoA of the company.
  • A second meeting will be deemed valid regardless the number of shares represented in the meeting.
  • Resolutions of the OGM shall be issued by an absolute majority of the shares represented at the meeting (50 percent plus 1 share of the attending shareholders).
  • The OGM must be attended by a minimum of 3 board members.

Extra-ordinary general assembly meeting (EGM):

• The provisions regulating the OGM under the Companies Law apply to the EGM and take into consideration the following:
  • The company's BoD may invite the EGM to be held upon the request of the shareholders representing at least 10 percent of the company's capital provided that such shareholders must deposit their shares at the company's headquarter or in any approved bank. The shares should not be withdrawn except after dismissal of the EGM. If the board does not convoke the EGM within 1 month from the date of submitting the request, the applicants may recourse to GAFI which will address the invitation itself.
  • Shareholders representing at least half of the company's capital must attend the EGM. If this minimum quorum is not present in a first meeting, then shareholders are invited to a second meeting to be held within 30 days from the date of a first meeting.
  • A second meeting will be considered valid if attended by a number of shareholders representing at least 1/4 of the company's capital
  • Resolutions of the EGM are issued by a majority of 2/3 of the shares represented in the meeting.
  • If the resolution relates to the increase of the authorized capital, the diminution of the capital, the dissolution of the company before its term, changing its purpose or its merging or splitting, the voting majority shall be 3/4 of the shares represented in the meeting.
  • The EGM must be attended by a minimum of 3 board members.

LLC

Quotaholders:

• Ordinary general assembly meeting (OGM):
  • Quotaholders representing at least half of capital must attend an OGM (unless the AoI of the company stipulates a higher proportion). If this minimum is not met at a first meeting, then an OGM will be called to a second meeting within 30 days after the first meeting.
  • A second meeting will be deemed valid regardless of the represented number of shares.
  • Resolutions of the OGM shall be issued by an absolute majority of the quotas represented at the meeting (50 percent plus 1 quota of the attending quotaholders).
  • The OGM must be attended by at least 1 manager and the auditor.
• Extra-ordinary general assembly meeting (EGM):
  • Shareholders representing at least half of capital must attend the EGM. If this minimum quorum is not present in a first meeting, then shareholders are invited to a second meeting to be held within 30 days from the date of a first meeting.
  • A second meeting will be considered valid if attended by a number of shareholders representing at least 1/4 of capital. Every shareholder or quotaholder in JSC or LLC is entitled to attend the general assembly, personally or by a written proxy (ie, written power of attorney or authorization).

Every Shareholder in JSC or LLC is entitled to attend the general assembly of shareholders, personally or by written proxy.

OPC

Not applicable for this jurisdiction.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Osakeyhtiö (Oy)

For a shareholders' meeting, no specific quorum requirements apply. For directors, at least more than half of directors must participate in a board meeting.

Société par actions simplifiée (SAS)

According to the bylaws.

Société à responsabilité limitée (SARL)

For an ordinary general meeting, no quorum is required.

For an extraordinary general meeting (mainly for any decisions which imply a change of the bylaws):

• If the company is incorporated before August 4, 2005: no quorum is required
• If the company is incorporated after August 4, 2005: the general meeting's proceedings shall be considered valid only if the members present or represented have at least 1/4 of shares when first convened and 1/5 of those shares if the meeting is reconvened

Société anonyme (SA)

An ordinary general meeting may validly deliberate when first convened only if the shareholders present or represented hold at least 1/5 of the voting shares. Companies whose shares are not admitted to trading on a regulated market may provide for a higher quorum in their articles of association. If it is reconvened, no quorum is required. It makes its decisions on a majority of the votes held by the shareholders present or represented.

An extraordinary general meeting (mainly for any decisions which imply amendments of the bylaws) may validly deliberate when first convened only if the shareholders present or represented hold at least 1/4 of the voting shares and, if reconvened, 1/5 of the voting shares. Failing this, the second meeting may be postponed to a date not later than 2 months after the date originally scheduled. Companies whose shares are not admitted to trading on a regulated market may provide for higher quorums in their constitution.

The extraordinary general meeting shall make its decisions on a majority of 2/3 of the votes held by the shareholders present or represented.

Quorum and majority for board of directors:

Quorum: the board of directors may validly deliberate only if at least half of its members are present.

Majority: unless the bylaws require a larger majority, the decisions are taken on a majority vote of the members present or represented.

GmbH – limited liability company

There are no statutory quorum requirements for shareholder and board meetings.

Requirements can be regulated in articles of association.

Societe anonyme (S.A.)

Decisions of the general meeting are taken by absolute majority of shares casted, unless increased quorum is provided by the company's articles of association and/or by the law.

Board meeting decisions are taken by absolute majority of the board members.

Limited liability company (L.T.D.)

Decisions during the meetings are taken by majority plus half of the total number of partners, representing more than half of the total company capital save otherwise, provided explicitly for in the law.

Private company (P.C.)

Decisions during the meetings are taken by absolute majority of the total number of partners unless increased quorum is provided by the company's articles of association and/or by the law.

Limited private companies

If a company has only 1 member, that member present is a quorum of a general meeting of the company. Otherwise, 2 members is a quorum of a general meeting of the company subject to a higher threshold in the articles of association.

Quorum of board meetings depends on the articles of association of the company.

As a general rule a quorum exists on shareholders' or quotaholders' meeting if more than 1/2 of the votes that can be cast are represented at such meeting. The quorum must be checked at each and every voting (not just once for the meeting).

If there is a quorum, shareholders or quotaholders adopt resolutions by a majority of votes cast. Some matters (eg, amendment of articles of association, increase or decrease of registered capital, transformation or dissolution) require a qualified majority (i.e., 3/4 of votes) or even unanimity (if the amendment to the articles of association would be detrimental for the rights of certain shareholders or quotaholders). Under applicable law there is substantial flexibility allowed to shareholders and quotaholders to diverge from the default quorum and majority requirements (eg simple majority requirement may be raised to qualified majority and vice versa).

For board meetings, the quorum and majority requirements are primarily set by the board itself via the rules of procedure of the board.

Articles of associations and rules of procedure of the board of directors usually allow resolutions to be adopted in writing and participation in shareholders’/quotaholders’/board meetings via telecommunication devices.

Private limited company

For a shareholder meeting, 2 members  must be present during the shareholder meeting. Corporate shareholders may appoint authorized signatories to attend the meetings on their behalf. For directors, 1/3 of its total strength or 2 directors, whichever is higher must be present during a board meeting; alternatively, at least a majority of the directors must execute written resolutions. Written resolutions (referred to as circular resolutions) cannot be used for all purposes.

Meetings can also be held via videoconference which is recorded and stored. Meetings via video conference cannot be used for certain purposes.

Limited liability company

The quorum for a shareholders' meeting depends on the agenda for the meeting. The quorum may be at least or more than 1/2, 2/3,  or 3/4 of all of the issued shares with valid voting rights depending on the nature of the resolutions to be passed and as stipulated under the company’s articles of association. If the quorum for the first meeting is not met, a second meeting may be held with a different quorum, depending on the agenda for the meeting.

The Indonesian Company Law does not set the quorum for meetings of the board of directors or the board of commissioners. These may be stipulated in the company's articles of association.

Private company limited by shares (LTD)

Shareholder meetings – subject to the company's constitution, the minimum quorum requirement is 2 shareholders present in person or by proxy (or, in the case of a single-member company, the quorum is 1 shareholder).  Shareholders may also approve resolutions by way of written resolutions.

Meetings of the board of directors – subject to the company's constitution, the minimum quorum requirement is 2 directors (or, in the case of a company with a sole director, the quorum is 1 director).  Subject to the company's constitution, written resolutions of the directors may also be used but require the unanimous consent of all directors.

 

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Shareholder meetings – Unless otherwise determined in the company’s articles of association, the presence of at least 2 shareholders holding at least 25 percent of the voting rights is required.

Board meetings – Unless otherwise determined in the company’s articles of association, the presence of a majority of the directors is required.

Branch / representative office

Not applicable.

Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

The quora required for the meetings are provided by the Articles of Association or by law.

Registered branch

Depends on the governing law.

Kabushiki-Kaisha (KK)

For a shareholder meeting, usually a majority of shareholders must be present at the meeting and a majority vote of the shareholders present is required, or all shareholders must sign written consents to a particular agenda. For a board meeting, usually a majority of directors must be present at the meeting and a majority vote of directors present is required. The resolution may be replaceable by all directors' written consent as mentioned in "Board meeting requirements."

Godo-Kaisha (GK)

A majority vote of members.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

Shareholders' meetings

Except in the event of an amendment to the articles and unless otherwise provided in the articles of incorporation/association of the company, no decision shall be validly adopted unless it has been adopted by shareholders representing more than half of the share capital of the company. Unless otherwise provided by the articles of incorporation/association, if that quorum is not reached at the first meeting or first written consultation, the shareholders shall be convened or consulted a second time, by registered letter, and decisions shall be adopted by a majority of the votes cast, regardless of the portion of capital represented.

Unless otherwise provided in the articles of incorporation/association of the company, the shareholders representing 3/4 of the share capital of the company may amend the articles of incorporation/association. The increase of the shareholders' commitments can only be decided unanimously.

Board meetings

Unless otherwise provided in the articles of incorporation/association of the company, resolutions are validly adopted by a majority of the votes cast, provided that the majority of the managers are present or represented at the meeting.

Public limited liability company (Société anonyme or S.A.)

Shareholders' meetings

Except in the event of an amendment to the articles of incorporation/association and unless otherwise provided in the articles of incorporation/association of the company, decisions are validly adopted by the majority of the votes cast, provided that the majority of the shareholders are present or represented at the meeting.

Unless otherwise provided in the articles of incorporation/association of the company, amendments to the articles of association of an S.A. require:

• That at least half of the share capital of the S.A. is represented at the meeting and
• The favorable votes of at least 2/3 of the votes cast.

If the first requirement is not met at the first meeting, a second general meeting may be convened at least 15 days in advance. At such second meeting, the amendments will be adopted by 2/3 of the votes cast, regardless of the portion of share capital represented.

The increase of the shareholders' commitments can only be decided unanimously.

Board meetings

Unless otherwise provided in the articles of incorporation/association of the company, resolutions are validly adopted by a majority of the votes cast, provided that the majority of the directors are present or represented at the meeting.

Special limited partnership (Société en commandite spéciale or SCSp)

The form and quorum, if any, applicable to the decisions of the manager(s) must be detailed in the limited partnership agreement.

Decisions to be adopted by partners and the relevant quorums for partners' meetings must be provided for in the limited partnership agreement.

Unless otherwise provided in the limited partnership agreement, the following rules apply:

Any decision of the partners will be adopted by the favorable vote of the majority of the votes cast, save for any amendments to the corporate purpose, the nationality, the transformation or the liquidation of the SCSp which must be adopted by the favorable votes of 3/4 of the partnership interests and in any event unanimously by the general partner(s).

Quorum for shareholders meeting is not fewer than 2 members for a company that has more than 1 shareholder.

Quorum for board of directors meeting is fixed to the total number of directors and, if not fixed, it is a majority of directors. Quorum for board meeting is not fewer than 2 directors for a company that has more than 1 director.

Shareholders meetings

The quorum for a shareholders’ meeting is the number of shareholders able to exercise a majority of votes (in person, postal or by proxy) on the business to be dealt with, unless the company’s constitution specifies otherwise.

Board meetings

A quorum consists of the majority of directors, unless the company’s constitution provides otherwise.

A director who has a conflicting interest in the business of the meeting is counted for purposes of the quorum, unless the constitution prohibits this.

S.A. de C.V.

There are 2 kinds of shareholder meeting:

• General, which include all the shares representing the capital stock of the company and
• Special, which include only a specific class or series of shares.

Both such kinds of shareholders’ meetings are sub-classified in:

• Ordinary, which requires 1/2 of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted by at least the majority of votes present in a specific meeting and
• Extraordinary, which requires 3/4 of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted at least, by the shareholders representing 1/2 of the capital stock of the company.

Board of directors shall be considered as legally convened if 1/2 of its members are present in a specific meeting, its resolutions shall be adopted by at least majority of votes.

S. de R.L. de C.V.

There is only 1 kind of partners meeting. Such partners’ meeting requires 1/2 of the capital to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted by at least the majority of votes present in a specific meeting; provided that:

• For amending the corporate bylaws, the vote of the partners representing 3/4 of the social capital is required and
• For amending the corporate purpose or increasing the partners’ obligations, the unanimous vote of all the partners is required.

Board of managers shall be considered as legally convened if 1/2 of its members are present in a specific meeting, its resolutions shall be adopted by at least majority of votes.

S.A.P.I. de C.V.

There are 2 kinds of shareholder meeting:

• General, which include all the shares representing the capital stock of the company and
• Special, which include only a specific class or series of shares.

Both such kinds of shareholders’ meetings are sub-classified in:

• Ordinary, which requires 1/2 of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted by at least the majority of votes present in a specific meeting and
• Extraordinary, which requires 3/4 of the shares to be represented for deeming as legally convened a meeting, and its resolutions shall be adopted, at least, by the shareholders representing 1/2 of the capital stock of the company.

Board of directors shall be considered as legally convened if 1/2 of its members are present in a specific meeting, its resolutions shall be adopted by at least majority of votes.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

For a shareholders’ meeting, usually a majority of shareholders must be present (unless the articles of the BV prescribe otherwise). Shareholders can adopt resolutions without holding a meeting (for example, in writing). For directors, typically a majority of directors must be present during a board meeting (unless the articles prescribe otherwise); alternatively, the directors can execute written resolutions (observing the provision included in the articles and any restrictive tax substance requirements).

Co-operative U.A.

For a meeting of members, usually a majority of members must be present (unless the articles of the co-operative prescribe otherwise). If provided for in the articles, the members can adopt resolutions in writing without holding a meeting. For board members, typically a majority of them must be present during a board meeting (unless the articles prescribe otherwise); alternatively, the board members can execute written resolutions (taking into account the relevant provisions in the articles and any restrictive tax substance requirements).

C.V. (a limited partnership)

For a partners’ meeting, usually a majority of partners must be present (unless the partnership agreement provides otherwise). The partners can adopt resolutions in writing without holding a meeting. If the partnership agreement provides for the possibility to elect a management committee, then it will also include requirements in respect of meetings of the management committee (such as minimum number of meetings per year, quorum requirements and place of meetings).

Limited liability company

Unless otherwise specified in the company's constitution, a quorum is present if shareholders, or their proxies, are present or have cast postal votes who are enough between them able to exercise a majority of the votes of the business. A company may pass a resolution without a general meeting if a written resolution is passed signed by not less than the greater of 1) 75 percent or 2) such other percentage, as a company's constitution may require, of those shareholders entitled to vote and voting on that resolution. Shareholders sign a document containing a statement that they are in favor of the resolution set out in the document.

Unless otherwise specified in the company's constitution, the quorum for a Board meeting is a majority of directors. The directors of a company may pass a resolution without a Board meeting if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.

Branch

Not applicable, this is subject to the requirements of the overseas company's place of incorporation.

Shareholders’ Meetings

Unless otherwise provided in the articles of association, the quorum for the meeting of the company shall be 1/3 of the total number of members of the company or 25 members (whichever is less) present in person or by proxy. Provided that, where the number of members is not a multiple of 3, then the number nearest to 1/3, and where the number of members is 6 or less, the quorum shall be 2 members.

Board Meetings

Unless the articles of association provide otherwise, the quorum necessary for the transaction of the business of directors shall be 2 where there are not more than 6 directors, but where there are more than 6 directors, the quorum shall be 1/3 of the number of directors, and where the number of directors is not a multiple of 3, then the quorum shall be 1/3 of the nearest number.

Private LLCs

The board of directors forms a quorum when more than 1/2 of the directors are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors (and observers, if applicable) must be given the opportunity to participate in the meeting for the board to form a quorum.

There are no quorum requirements for the general meeting, but, as some decisions require unanimity, there will in effect be quorum requirements for such decisions. Notice of the general meeting must, as a general rule, be sent at least 1 week before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

Public LLCs

The board of directors forms a quorum when more than 1/2 of the directors are present or participate in the board meeting. Stricter requirements may be determined in the articles of association. All directors (and observers, if applicable) must be given the opportunity to participate in the meeting for the board to form a quorum.

There are no quorum requirements for the general meeting, but, as some decisions require unanimity, there will in effect be quorum requirements for such decisions. Notice of the general meeting must, as a general rule, be sent at least 2 weeks before the general meeting. Stricter requirements may be set out in the articles of association. Shareholders may waive the notice requirements.

Partnerships with unlimited liability

The board of directors has a quorum when more than 1/2 of the director are present or participate in the board meeting. Stricter requirements may be determined in the partnership agreement. All directors (and observers, if applicable) must be given the opportunity to participate in the meeting for the board to form a quorum.

All decisions made by the partnership meeting must be unanimous, unless the partnership agreement states otherwise.

In corporations (sociedades anónimas or S.A.) and closed stock corporations (sociedades anónimas cerradas or S.A.C.), unless otherwise stated in the bylaws, in first call, the assistance quorum for shareholders' meetings is 50% of the issued shares with voting rights; and, in second call, any number of issued shares with voting rights, except regarding certain specific matters when, in first call, the assistance quorum is 2/3 of the issued shares with voting rights; and, in second call, 3/5 of the issued shares with voting rights. The resolutions must be adopted by absolute majority of the issued shares with voting rights that attend the meeting, except regarding certain specific matters, when the resolutions must be adopted by the absolute majority of the issued shares with voting rights. 

In open corporations (sociedades anónimas abiertas or S.A.A.), unless otherwise stated in the bylaws, in first call, the assistance quorum for shareholders' meetings is 50% of the issued shares with voting rights; and, in second call, any number of issued shares with voting rights, except regarding certain specific matters when, in first call, the assistance quorum is 50% of the issued shares with voting rights, in second call, 25% of the issued shares with voting rights and in third call, any number of issued shares with voting rights. The resolutions must be adopted by absolute majority of the issued shares with voting rights that attend the meeting.

In limited liability companies (sociedades de responsabilidad limitada or S.R.L.) the assistance quorum and the majority required for the approval of any matter must be specifically regulated in the bylaws.

Generally not applicable.

Exception is a subsidiary:

• Majority of a board of directors as provided in the articles of incorporation, unless otherwise provided in bylaws and
• Stockholders representing a majority of the outstanding capital stock, unless otherwise provided in bylaws.

Generally, no quorum applies to shareholders' meetings (in limited liability companies, joint-stock companies and limited joint-stock partnerships); however, the Commercial Companies Code provides for several exceptions to this rule – and further exceptions may be specified in the company's articles of association.

• Shareholders’ meetings quorum requirements:

There is no specific quorum required, except for any matters in connection with the merger, demerger, transformation, dissolution of the company and, in general, decisions requiring approval by a qualified majority, in which a meeting quorum at least 1/3 of the share capital is required.

• Directors’ meetings quorum requirements:

The majority of the directors needs to be present or represented at the meeting.

Corporations

• Board meetings: A majority of the total number of directors shall constitute a quorum for the transaction of business, unless the certificate of incorporation or bylaws require a greater number.
• Shareholder meetings: Unless otherwise provided in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, whose holders are present in person or represented by proxy, shall constitute a quorum at a shareholders' meeting.

Limited Liability Companies

None, unless otherwise provided in the LLC’s operating agreement.

Joint stock company (JSC)

Quorum requirements for shareholders' meeting

• Ordinary general meeting of shareholders:
  • At least 1/4 of the total number of voting rights at the 1st convening
  • No quorum requirements at 2nd convening
• Extraordinary general meeting of shareholders:
  • At least 1/4 of the total number of voting rights at 1st convening
  • At least 1/5 of the total number of the voting rights at 2nd convening

Voting requirements of shareholders' meeting

• Ordinary general meeting of shareholders:
  • Majority of the expressed votes at both 1st and 2nd convening
• Extraordinary general meeting of shareholders
  • Majority of votes of present/represented shareholders at both 1st and 2nd convening
  • Certain decisions require a higher voting threshold (eg, at least 2/3 of the voting rights in case of change of the main business object or the increase/decrease of the share capital)

In certain cases, articles of association may deviate from quorum and voting legal requirements.

• Quorum requirements for the board of directors meeting:
  • At least 1/2 of the total number of members, unless the articles of association provide for a higher number
• Voting requirements of board of directors meeting:
  • Vote of majority of the present members

Limited liability company (LLC)

Quorum requirements of shareholders' meeting

Depend on the voting requirements.

Voting requirements of shareholders' meeting

As a rule, a double majority is required by law (ie, absolute majority of shareholders and shares), unless otherwise provided by the articles of association, at 1st convening; simple majority applies at 2nd convening.

Joint-stock company (public and non-public)

Normally, general shareholders' meeting: more than 50 percent of votes.

Board of directors: not less than 50 percent of elected members.

Limited liability company

General members' meeting: no direct requirements. However, decisions shall be taken by a majority of votes of the company’s members. Some decisions shall be taken by a 2/3 majority of votes of the company’s members or by all members of a company unanimously.

Board of directors: not less than 50 percent of elected members.

Limited liability company

Quorum requirements will be as provided in the Articles of Association of the company.

Limited liability company

At any general meeting, the company's constitution may specify a quorum. If the quorum is not stated, any 2 members personally present at the meeting are enough to form the quorum, unless the company has only 1 member, in which case such member is sufficient. In addition, shareholders may also pass circular resolutions if permitted under the constitution.

To commence a shareholders’ meeting, there must be a sufficient number of shareholders present to exercise at least 25 percent of the voting rights entitled to be exercised in respect to at least one matter to be decided at the meeting.

A matter to be decided at the shareholders’ meeting cannot be considered unless a sufficient number of shareholders is present at the meeting. At least 25 percent of all voting rights that are entitled to exercise on a matter that is called on the agenda must be present.

A company’s MOI may specify a lower or higher quorum requirement for a shareholders’ meeting. Subject to a different threshold having been set in the company's MOI, a shareholders’ meeting of a company with more than 2 shareholders cannot commence until at least 3 shareholders are present.

For an ordinary resolution to be approved by shareholders, it must be supported by more than 50 percent of the voting rights exercised. For a special resolution to be approved by shareholders, it must be supported by at least 75 percent of the voting rights exercised.

If the attendance requirement for the meeting is not met within one hour after the meeting is scheduled to begin, the meeting must be postponed for one week. At the postponed meeting, the shareholders present at the meeting in person or by proxy are deemed to be a quorum.

The quorum requirement for a Board meeting is the majority of directors, unless the company's MOI states otherwise.

Joint-stock company (Jusik Hoesa)

For a general meeting of shareholders, an ordinary resolution must be adopted by a majority of the votes of the shareholders present at the meeting and 1/4 or more of the total number of the shares issued and outstanding; a special resolution (required for certain decisions specified in the KCC, such as the transfer of all or an important part of the company's business) must be adopted by 3/4 or more of the votes of the shareholders present at the meeting and 1/3 or more of the total number of shares issued and outstanding.

For board of directors meeting, resolutions must be adopted by the presence of a majority of the directors in office and the affirmative votes of a majority of directors present at the meeting.

Limited company (Yuhan Hoesa)

For a general meeting of members, an ordinary resolution must be adopted by presence of members holding a majority of votes and by majority of the votes present at the meeting; a special resolution (required for decisions specified in the KCC, such as the transfer of all or an important part of the company's business) must be adopted by majority of all the members and 3/4 or more of the total votes held by all the members.

If a limited company has 2 or more directors, directors shall make their decisions by a majority vote of the directors.

Branch

A branch does not have shareholder or board meetings.

Limited liability company

There is no minimum quorum for shareholders meetings, although it can be modified in bylaws of the company and there is a minimum quorum to pass resolutions. For directors, typically a majority of directors must be present during a board meeting; alternatively, all of directors can execute written resolutions.

Joint-stock company

For shareholders meetings, 25 percent of shareholders must attend or be represented on first call. Bylaws can establish different quorums. For directors, typically a majority of directors must be present during a board meeting; alternatively, all of directors can execute written resolutions.

Limited company (aktiebolag, AB)

No specific quorum requirements apply for a shareholders' meeting. Resolutions are passed with the simple majority of the votes cast, except for important decisions (eg, change of articles – 2/3 of the votes cast is required). Shareholders' meetings may be held by written consent by all shareholders. For directors, typically a majority of directors must be participating during a board meeting; alternatively, all of directors must execute written resolutions.

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Stock corporation

For shareholders' meetings, subject to certain decisions that require a qualified majority of 2/3 of the represented voting rights and an absolute majority of the nominal value of represented shares, no attendance quorum applies and resolutions may be taken with simple majority of represented shares. Further, a stock corporation's articles of incorporation may stipulate additional quorum requirements.

For board meetings, subject to a stock corporation's articles of incorporation and/or organizational regulations, no attendance quorum applies and decisions may be taken by simple majority of the cast votes.

Company limited by shares

Other than for certain important matters stated in the Company Act and/or its articles of incorporation, a simple majority must be present for both board (directors) and shareholders' (voting shares) meetings.

Closely-held company limited by shares

Other than for certain important matters stated in the Company Act and/or its articles of incorporation, a simple majority must be present for both board (directors) and shareholders' (voting shares) meetings.

Limited company

Not applicable for this jurisdiction.

Branch office of a foreign company

Not applicable for this jurisdiction.

Private limited company

Unless otherwise specified by the company's articles of association, quorum for a board of directors' meeting is 3 members (when total number of directors exceeds 3). A quorum for a shareholders' meeting is at least 2 shareholders representing at least 1/4 of the company's capital.

Public limited company

For a board of directors’ meeting, at least half of the total number of directors is required to constitute a quorum. For a shareholders' meeting, amount of shareholders and proxies (if any) attending the meeting must not be fewer than 25 persons or no fewer than 1/2 of the total number of shareholders and, in either case, such shareholders must hold shares in the amount no fewer than 1/3 of the total number of shares needed to constitute a quorum.

Partnerships

Not applicable for this jurisdiction.

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 first meeting, the shareholders are called to a second meeting. At the second 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.

Limited Liability Company

No quorum requirements.

Private Joint-Stock Company

Shareholders' meeting is eligible to adopt a decision if present registered shareholders hold more than 50 percent of the company’s voting shares.

There is no statutory requirement regarding quorum at board of directors meetings, which is usually established by the charter, unless there is a sole director.

LLC

The quorum for the general assembly shall not be valid unless 1 or more partners holding at least 75 percent of the share capital are present. If the said quorum is not present at the first general assembly, the partners shall be invited to another meeting to be held within 14 days from the date of the first meeting, provided that partners holding at least 50 percent of the share capital are present. If the required quorum is not present at the second meeting, then the partners shall be invited to a third meeting to be held upon the expiry of 30 days from the date of the second meeting. The quorum at the third meeting shall be valid irrespective of the partners present at the meeting.

Branch

Not applicable for this jurisdiction.

FZ-LLC

As set out in the memorandum and articles of association of the company (aside from the first shareholders' meeting to confirm election of directors, which shall be a majority of the shareholders of the company, present in person or by proxy).

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Private limited company

In the case of a shareholders' meeting, the minimum quorum is 2 (or 1 in the case of a company with a single member). There is no statutory requirement concerning quorum at board meetings. However, a company's articles will normally stipulate a quorum of 2 (unless there is a sole director). Written resolutions of the shareholders can be used.

Subject to the articles, written resolutions of the directors can be used and typically require either a majority (greater than 50 percent) of the directors to vote in favor of the resolution or the unanimous consent of all directors.

Limited liability partnership (LLP)

No shareholders/directors. Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

For a shareholder meeting, the quorum set out in the corporate bylaws must be present during the shareholder meeting (typically a majority of those eligible to vote). For directors, typically a majority of directors must be present during a board meeting; alternatively, all of the directors may execute written resolutions.

Joint stock company (JSC)

Quorum for a GSM to be conducted:

1. Where the number of attending shareholders represents more than 50 percent of the total number of voting shares (the charter may stipulate a higher percentage).

2. Where a meeting is not able to be conducted for the first time because the condition stipulated above is not satisfied, the meeting may be convened for a second time within 30 days from the date of the intended opening of the first meeting, unless otherwise stipulated in the charter of the company. A meeting of the GSM which is convened for a second time shall be conducted where the number of attending shareholders represents at least 33 percent of the total number of voting shares.

3. Where a meeting convened for a second time is not able to be conducted because the condition stipulated above is not satisfied, it may be convened for a third time within 20 days from the date of the intended opening of the second meeting, unless otherwise stipulated in the charter of the company. In this case, a meeting of the GSM shall be convened irrespective of the total number of voting shares of shareholders attending the meeting.

Quorum for passing a resolution of GSM

1. A resolution is approved by a number of shareholders representing more than 50 percent of the total number of voting shares of all attending shareholders, except for the cases in points 2 and 3 below (the charter might stipulate a higher percentage).

2. A resolution on the following important matters shall be passed if it is agreed by a number of shareholders representing at least 65 percent of voting shares of all attending shareholders; the specific percentage shall be stipulated in the charter of the company:

   - Classes of shares and the total number of shares of each class

   - Change of lines of business and business sectors

   - Change of the organizational and managerial structure of the company

   - Investment project or sale of assets valued at 35 or more percent of the total value of assets recorded in the most recent financial statements of the company, except where the charter of the company stipulates a different percentage or value

   - Re-organization or dissolution of the company and

   - Other matters as stipulated in the charter of the company.

3. A resolution of the GSM shall be passed by way of collection of written opinions if it is approved by members representing more than 50 percent of the total number of voting shares; the specific percentage shall be stipulated in the charter of the JSC.

Quorum for the meeting of BOM

A meeting of the BOM shall be conducted where 3/4 or more of the total members are in attendance. If this condition is not satisfied, it shall be convened for a second time within 7 days from the intended date of the first meeting, except where the charter stipulates a shorter time limit. In this case, the meeting shall be conducted if more than half of the number of members of the BOM attends the meeting.

Quorum for passing a resolution of BOM

Except where the charter of the company provides for any other higher percentage, a resolution of the BOM shall be passed when it is agreed by the majority of the members in attendance; in the case of a tied vote, the final decision shall be made in favor of the vote of the chairman of the BOM.

Limited liability company with two or more members (LLC2)

Quorum for a meeting of the MC to be conducted

1. Where the attending members represent at least 65 percent of the charter capital; the specific percentage shall be stipulated in the charter of the LLC2.

2. Where a meeting does not take place because the condition stipulated above is not satisfied, the meeting may be convened for a second time within 15 days from the date on which the first meeting was intended to be opened. A meeting of the MC which is convened for a second time shall be conducted where the attending members represent at least 50 percent of the charter capital.

3. Where a meeting which has been convened for a second time does not take place because the condition stipulated above is not satisfied, it may be convened for a third time within 10 working days from the date on which the second meeting was intended to be opened. In this case, the meeting of the MC shall be conducted irrespective of the number of attending members and of the amount of charter capital represented by attending members.

Quorum for passing a resolution of the MC

Unless otherwise stipulated in the charter of the LLC2, a resolution of the MC will be passed in a meeting in the following cases:

1. It is approved by the number of votes representing at least 65 percent of the aggregate capital of the attending members, except for the cases in points 2 and 3 below.

2. In respect of the following important decisions, the approval by the number of votes representing at least 75 percent of the capital of the attending members is required:

   - sale of assets valued at 50 or more per cent of the total value of assets recorded in the most recent financial statement of the company, or a smaller percentage or value as stipulated in the charter of the company;

   - amendment of and/or addition to the charter of the company; and

   - re-organization or dissolution of the company.

3. A resolution of the MC will be passed by way of collection of written opinions if it is approved by members representing at least 65 percent of the charter capital; the specific percentage will be stipulated in the charter of the LLC2.

Limited liability company with one member (LLC1)

Quorum for a meeting of the member’s council (if any) to be conducted

A meeting of the member’s council will be conducted where at least 2/3 of the total number of its members attend.

Quorum for passing a resolution of the member’s council

A resolution of the member’s council will be passed when it is agreed by more than 50 percent of the attending members or when it is agreed by the attending members owning more than 50 percent of the total number of votes. However, important decisions (being any amendment of and/or addition to the charter of the company, any re-organization of the company, or any assignment of a part or all of the charter capital of the company) must be agreed to by at least 75 percent of the attending members or by the attending members owning at least 75 percent of the total number of votes.