Shareholder Voting Rights

"How do shareholder voting rights work in Turkish companies?"

Quick Answer

Under the Turkish Commercial Code, each share grants at least one voting right. The articles of association may grant voting privileges, but voting privileges are subject to statutory limits. Certain key resolutions require qualified quorums and majorities.

Key Aspects Under Turkish Law

Understanding shareholder voting rights is crucial for businesses operating in Turkey. The Turkish Commercial Code provides the legal framework governing this area, including Key provisions such as the “one share, at least one vote” rule (TCC Art. 434) and statutory limits on voting privileges (TCC Art. 479).

Key Points to Remember

  • Turkish Commercial Code No. 6102 provides the primary legal framework
  • Some corporate actions and resolutions must be registered and announced in the Trade Registry (for example, amendments to the articles), but shareholder voting rights and general assembly resolutions are not “enforceable” only because of registry registration
  • Foreign investors have equal rights with domestic entities
  • Proper documentation and corporate formalities are essential

Practical Considerations for Businesses

When dealing with shareholder voting rights in Turkey, businesses should consider engaging qualified legal counsel familiar with both Turkish law and international business practices. This ensures compliance with local requirements while meeting global standards.

Documentation requirements, timeline considerations, and regulatory approvals vary depending on the specific circumstances of each case. Early planning and proper structuring can help avoid common pitfalls.

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