General Assembly
"What decisions require general assembly approval in Turkish companies?"
Quick Answer
Under the Turkish Commercial Code (TCC No. 6102), the General Assembly (shareholders’ meeting) approves key corporate matters—typically including financial statements and profit distribution, appointments/dismissals, amendments to the articles of association, and major transactions such as capital actions and restructurings (e.g., merger/demerger), depending on the company type (A.Ş. vs Ltd. Şti.).
Legal Basis and Scope Under TCC No. 6102
The General Assembly (shareholders’ meeting) is a mandatory corporate body under the Turkish Commercial Code No. 6102. The rules differ by company type—primarily Joint Stock Companies (A.Ş.) and Limited Liability Companies (Ltd. Şti.)—and determine which resolutions require shareholder approval, voting thresholds, and registration/publication steps.
Key Points to Remember
- Turkish Commercial Code No. 6102 provides the primary legal framework
- Some resolutions must be registered/announced with the Trade Registry to be effective against third parties (and in certain cases, to take legal effect)
- As a rule, foreign shareholders can hold shares and exercise shareholder rights similarly to local shareholders (subject to sector-specific restrictions, if any)
- Proper documentation and corporate formalities are essential
Practical Considerations for Businesses
In practice, compliance often depends on proper convening and documentation: call/notice mechanics, agenda drafting, representation/proxy rules, quorum and voting thresholds, meeting minutes, and (where required) Trade Registry filings and announcements. These steps are commonly audited in disputes over invalidity of resolutions.
For annual meetings, businesses should plan timing around financial statement approval and profit distribution. For extraordinary meetings, common triggers include capital increases/decreases, amendments, reorganizations, and shareholder exits/entries—each with specific quorum, documentation, and filing requirements under TCC No. 6102 and secondary regulations.
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