When the company general assembly is not convened, shareholders are not required to wait indefinitely for the management body to issue a call. In a joint-stock company, where the management body cannot function, a single shareholder may ask the court for permission to call the meeting. Where the management body is able to function but leaves a request for a meeting without result, different conditions apply to the minority's notary application and court route. In limited liability companies, too, these protective mechanisms may be used, taking the company's own call provisions into account.
Three questions must be answered together to determine the right route: What is the type of the company, is the body authorized to make the call able to function, and what proportion of the shares does the applicant hold? The seven-business-day response period and the forty-five-day meeting period that follows acceptance are different from each other. Obtaining court permission to call a meeting, moreover, does not mean that the decisions on the agenda are adopted automatically.[1]
Which Rights Are Affected When the General Assembly Is Not Held?
The general assembly is the body in which important decisions are taken, such as the election of bodies, the review of accounts, the use of profit and amendments to the articles of association. Continuous postponement of the meeting makes it harder for a shareholder to obtain information and to express a view on the company's future. Even so, not all of the company's transactions depend on a general assembly resolution. A request for a call cannot be used as a tool for bringing every commercial decision of the management body before the general assembly.
Under TTK Article 409 for joint-stock companies and Article 617 for limited liability companies, the ordinary meeting is held within three months of the end of the accounting/operating period. If the accounting period coincides with the calendar year, the first three months of the following year are the basis. For companies with a special accounting period, calculating directly from March is wrong. Where necessary, one does not wait for the end of the year for an extraordinary meeting.
Passing the three-month period does not invalidate the later meeting merely because of the date, and the company does not end automatically for that reason. However, the loss caused by the delay, the management's breach of its obligations and an organ problem that continues for a long time may give rise to separate legal consequences. The purpose of the request for a meeting should be explained by stating which decision needs to be taken and why.[1]
Who Makes the Call? Joint-Stock Company and Limited Liability Company Distinguished
In a joint-stock company, a board of directors whose term has expired may also make the call
TTK Article 410/1 grants the board of directors the power to call the general assembly to a meeting even if its term of office has expired. For this reason, the mere expiry of the election period should not be treated as an absence of the body that would require applying directly to the court. By contrast, removal, resignation, death and an invalid composition of the body are examined differently; the exception in the law for expiry of the term does not cover every loss of authority.
In a board of directors with more than one member, the decision to call the general assembly must comply with the body's decision-making rules. The title of chair or an individual power to sign on behalf of the company does not, by itself, provide unlimited authority to call the general assembly. External representation of the company and calling the company's body to a meeting are not the same act. Liquidation officers, for their part, may call the general assembly on matters relating to their duties.[1]
In a limited liability company, the position of the chair of the board of managers is examined separately
TTK Article 617/1 assigns the duty of calling to the managers. If there is more than one manager, the authority of the chair of the board of managers regarding the call and the conduct of the meeting under Article 624/2 is also taken into account. If there is a single manager, this authority belongs to that person. Without examining together the managers' decision procedure, the chair's duty and the articles of association, it cannot be concluded that any shareholder or other manager may make the call.
In its decision of January 23, 2025, E.2023/6616, K.2025/360, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) discussed the route for the call followed by the other managers where the chair of the board of managers of a limited liability company could not perform his duties because he was in pretrial detention. The Court of Cassation affirmed the regional court of appeal decision that found the call, made without using the court application route, to be unauthorized and established that the resolutions were non-existent. The practical significance of the decision is that the chair's actual inability to serve does not automatically give others unlimited power to call. The articles of association and the concrete organ structure of each company are assessed separately.[7]
A Single Shareholder Requesting Permission to Call from the Court
In which cases does TTK Article 410/2 apply?
Where the board of directors cannot continuously convene, where there is no possibility of forming a meeting quorum, or where there is no board of directors, a single shareholder may call the general assembly to a meeting with the permission of the court. No ten percent or five percent capital threshold is required here. In addition to being a shareholder, the applicant must show the organ problem specified in the law.
Failing to attend a meeting on a single occasion, a difference of opinion among the managers, or a shareholder's wish that a call be made does not, by itself, amount to a continuous inability to convene. Records of resignation and death, unsuccessful calls to meeting, the minute book, the number of board members and the meeting quorum are assessed together. The law does not state a specific number of days for continuity that applies to everyone; the duration of the situation and its effect on the functioning of the body are what matter.
The decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) of April 19, 2022, E.2022/1521, K.2022/3129, a reversal in the interest of the law (kanun yararına bozma), drew this distinction expressly. In the file, continuous inability to convene had not been sufficiently proven, and the notice sent did not contain a request for a call to the general assembly either. The court's application of Article 410 and Articles 411–412, which are subject to different conditions, in place of one another was found to be wrong. The decision is a reversal in the interest of the law; it does not eliminate the legal consequences of the earlier judgment for the parties.[4]
The 2024 amendment where the chair of the board of directors obstructs
If the applicant is also a board member, the current TTK Article 392/7 should also be examined. Each member may request a written call to a meeting from the chair. At the written request of the majority of the members, the chair is required to call the board of directors to a meeting to be held within thirty days at the latest from the receipt of the request. If the call is not made under the conditions in the law, or if the chair or the deputy chair cannot be reached, those who made the request may make the call. A different procedure in the articles of association is also taken into account.
This provision concerns calling the board of directors to a meeting. It does not grant permission to call the general assembly directly; it may make it possible for the board to convene in accordance with the law and decide on a call to the general assembly. When assessing the facts in the 2022 decision, one should not overlook this option added by Law No. 7511 of May 23, 2024. The claim that the body is genuinely unable to function should be substantiated together with the options available under the current regulation.[1]
How Does the Minority Secure a General Assembly Meeting?
Shareholding ratio and the requirement of a joint application
Under TTK Article 411, shareholders holding at least one tenth of the capital in a non-listed joint-stock company, or one twentieth in a publicly held company, may request a call or the addition of items to the agenda. The articles of association may also grant the right to call to a lower shareholding ratio. For a limited liability company, because of the reference in Article 617/3, the one-tenth threshold and any minority-protective provision in the articles of association are examined.
The threshold may be met by a single shareholder or by several shareholders acting together. However, it is not safe to add up separate notices sent without each other's knowledge after the fact and treat them as a joint application. The applicants, their shareholding ratios and the common agenda should be clearly shown in the same request. The calculation is made on the relevant capital ratio, not on the number of persons or only on the votes used at a meeting.
In its decision of October 19, 2023, E.2023/3167, K.2023/5998, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) did not consider it sufficient to accept the minority ratio in a publicly held company merely by looking at the record annexed to the lawsuit. The shareholding on the date of the notice and the continuation of minority status throughout the proceedings must be investigated. The decision is a reversal in the interest of the law (kanun yararına bozma) that also explains the importance of a joint request and the notary route. Therefore, a share transfer or capital change occurring after the application should not be left outside the examination of standing in the file.[5]
The notary request must contain reasons and an agenda
The statutory request for a call and for the addition of items to the agenda is addressed to the management body through a notary. E-mail, messaging or oral discussion may show the history of the dispute; they cannot replace the notary application in Article 411/3.
The request should clearly state the company's trade name and registered office, the applicants' capacity as shareholders, their shares, the events that require the meeting and the agenda they want discussed. A vague warning such as "give an account" is not the same as a request that "a general assembly be held to discuss the financial statements for the stated accounting period and the use of profit." If an election of managers is requested, it should be shown for which body the election is expected; if an amendment to the articles of association is requested, the subject of the amendment should be shown.
The minority presents the grounds that make its request necessary, and the court application also rests on that concrete need. Asking for a decision to be taken does not guarantee that the decision will be adopted. Applications made merely to burden the shareholders or to repeat the same unsuccessful subject without grounds may be assessed under the principle of good faith.[1]
The Seven Business Days and the Forty-Five Days Must Not Be Confused
| Event | Period or condition | Next legal route |
|---|---|---|
| No affirmative response to the notary request | Seven business days from the request reaching the management body | The same shareholders may file an application under TTK Article 412 |
| Express rejection of the request | The rejection has occurred; there is no need to wait until the end of the seven business days | Application to the commercial court of first instance at the company's registered office |
| Acceptance of the request | A call so that the meeting is held within forty-five days at the latest from the acceptance decision | The management carries out the necessary call and preparations |
| Meeting not secured within the statutory timetable despite acceptance | Conditions of TTK Article 411/4 | The power to call passes to the persons who made the request |
| Addition of an item to the agenda of an existing meeting | The request reaching the company before the announcement fee under TTK Article 411/2 is paid | The preparation stage of the announcement is followed separately |
Seven business days is not the period within which the court decides the file. Nor is forty-five days a general waiting period that a notary notice triggers in every case. The distinction is made as follows: Article 412 where there is rejection or silence, and Article 411/4 where there is a request that was accepted but not carried out. The proof of service and the date of the acceptance decision should be kept separately in the file.[1]
When the power to call that has passed to those who made the request is exercised, notification to the other shareholders, shareholding records, the agenda and the meeting documents must still be prepared. The management's failure to hand over the records may create a practical obstacle. In the doctrine, it is stated that, faced with such an obstacle, trustee support may be requested by applying Article 412 by analogy. This view does not mean that court permission must be obtained before every direct call; it addresses the resolution of a concrete obstacle.[6]
How Is the Court Application Prepared?
Subject-matter jurisdiction, venue, parties and proceedings
For an application under TTK Article 412, the competent court with subject-matter jurisdiction and venue is the commercial court of first instance at the place where the company's registered office is located. Where there is no separate commercial court, the civil court of first instance with jurisdiction over commercial matters is considered. In this application arising from shareholder status, the company as a legal entity is named as the counterparty; naming only the manager who does not make the call as defendant is not sufficient to leave the company out of the file.
The simplified procedure provision of TTK Article 1521 and the special examination provision of Article 412 apply together. Unless it is necessary to do otherwise, the court decides on the file. Examination on the file does not mean that the company is not notified of the application or that its explanations are not considered. The right to be heard is protected. The sentence on examination on the file found in Article 412 does not appear in the same form in TTK Article 410/2; the conditions and the need for examination of these two applications should not be taken to be identical.[1][2][6]
A request solely for permission to call the general assembly is not a claim for a receivable or for damages whose subject is money. The mandatory commercial mediation precondition in TTK Article 5/A does not apply to this request. The conditions of suit for a separate monetary claim or a damages claim against a manager arising from the same event are examined separately.
Which documents should be submitted?
| Group of documents | Question it answers in the file |
|---|---|
| Current articles of association, registry and body election records | What are the company type, registered office, term of office and power to call? |
| Share ledger, documents on share acquisition; where relevant, MKK records | What shares does the applicant hold on the required dates? |
| Notary request and proof of service | Have the right body, concrete grounds and agenda been addressed? |
| The management's response or acceptance decision | Which applies: rejection, silence, or failure to carry out after acceptance? |
| Unsuccessful calls to the body, resignations and other body records | Can an inability to function under TTK Article 410/2 be proven? |
| Financial statements, contracts and correspondence relating to the agenda | What is the concrete need that requires the meeting to be held? |
What matters is not the number of documents but that each condition is explained with separate evidence. If shareholding is disputed, one should not rely only on an old trade registry announcement; the validity of the transfer and the current records should also be assessed. The court may be asked to obtain records held by the company. It would not be right to build a firm claim by assuming the content of a minute book that cannot be accessed.
Costs may arise, such as court fees, service of notices, announcements and the fee of the trustee to be appointed. A fixed total cost or a definite duration for the outcome cannot be given without seeing the scope of the file and the costs the court will determine.
Does the Trustee for the Call Take Over the Company's Management?
Under TTK Article 412, if the court considers the meeting necessary, it appoints a trustee (kayyım) to arrange the agenda and make the call in accordance with the law. The decision sets out the trustee's duties, powers to prepare the meeting documents and the scope of the assignment. By virtue of this appointment alone, this person does not take over all of the company's management and representation powers; the trustee does not gain the power to sell assets or to sign every contract on behalf of the company.
The link between the agenda requested in the application and the assigned duty should be clear. The trustee's access to the meeting preparations, the scope within which the trustee will obtain the necessary records and the end of the assignment should not be left uncertain. If there is another situation that requires a management trustee or a representation trustee, its legal basis is set out separately.
Decisions on the call under TTK Article 410/2 and Article 412 are final by law. Time limits cannot be calculated as if the ordinary appeal and cassation routes were available for these decisions. However, the validity of resolutions adopted at a general assembly held afterwards is a separate dispute. The finality of the permission to call does not mean that lawsuits cannot be filed against the general assembly resolutions.[1]
Which Periods and Conditions Must Be Observed When Holding the Meeting?
The call period varies by company type
In a non-listed joint-stock company, the call is made at least two weeks in advance, excluding the days of announcement and of the meeting. In a limited liability company, under TTK Article 617/2 the period is at least fifteen days; the articles of association may lengthen it or shorten it to as little as ten days. Writing "two weeks" automatically for a limited liability company is wrong. For publicly held companies, a special call period of at least three weeks and the announcement channels apply under SPKn Article 29. In addition, Article 617/3 leaves outside its reference to the joint-stock company provisions the provisions on the Ministry representative; the representative requirement specific to joint-stock companies cannot be carried over unchanged to a limited liability company.[1][3]
The announcement in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi), notification to the shareholders concerned, the procedure in the articles of association and the website obligation are assessed together. The scope of the statutory website obligation is linked to TTK Article 1524. For publicly held companies, the Public Disclosure Platform (Kamuyu Aydınlatma Platformu) and capital markets regulations are also taken into account separately. Court permission does not remove the need for a call made in due form and the preparation of documents.
For a meeting without a call, all shares must be represented
Under TTK Article 416, if the holders of all shares or their representatives are present and none objects to the meeting being held without a call, the meeting may be held without applying the call procedure. This full attendance must be maintained for as long as a decision is being taken. The absence of one shareholder cannot be overcome with the reasoning that "the majority already agrees."
The absence of an objection to holding the meeting without a call does not mean that every decision on the agenda will be adopted unanimously; the relevant decision quorum still applies. By contrast, unanimity is required to add a new item to the agenda at a meeting without a call. In a limited liability company, the written decision route in Article 617/4 is also a different option: no shareholder may request an oral discussion, and the same proposal must be submitted to the approval of all shareholders. Leaving one of the shareholders out of the circulated decision text violates this condition.[1]
The agenda and postponement of the financial statements
As a rule, the general assembly is limited to the announced agenda. The route of adding an item to the agenda in TTK Article 411 should be used in time. In a joint-stock company, the possibility under Article 364 of removing a board member for just cause even if there is no item on the agenda, and the treatment under Article 413/3 of removal and election as relating to the deliberation of the year-end financial statements, are statutory exceptions. These provisions do not allow every subject to be voted on without preparation at every meeting.[1]
The postponement by one month, at the request of a minority under TTK Article 420, of the deliberation of the financial statements and the subjects connected to them also affects agenda planning. For a second postponement, the condition is that the objections entered in the minutes were not answered in accordance with the principles of honest accountability. For a limited liability company, the affirming decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) of May 8, 2024, E.2023/29, K.2024/3674 applied this protection to the financial statements and the matters connected to them. The connection in that decision to the release (ibra) and election of the company manager must be taken into account; it should not be asserted in advance that every agenda item is a connected subject.[8]
Does a Call Application Suspend the Company's Transactions?
Applying to the court for the general assembly to be convened does not by itself suspend the company's banking transactions, sales of real estate or the duties of the managers. If there is a risk of urgent harm, protection suited to the nature of the dispute is requested separately. Under HMK Articles 389–390, the right to be protected, the concrete danger, the subject of the measure and prima facie proof must be explained. General dissatisfaction is not sufficient to halt all of the company's activities.[2]
If the meeting has been held but an unlawful resolution has been adopted, the call application is not enough. In a joint-stock company, the three-month period under TTK Article 445 running from the date of the resolution for the annulment action, and the conditions for the right to sue under Article 446, are examined; for a limited liability company, the reference in Article 622 is taken into account. Having the dissent entered in the minutes and recording violations of the call and attendance rules are important. Non-existence, nullity and annulment are different; it is not correct to tie all defects to a single type of action and a single period.[1]
If the general assembly has not been able to convene for a long time or a mandatory organ deficiency cannot be remedied, Article 530 may come into play for a joint-stock company and Article 636/2 for a limited liability company. Under these provisions, the court's setting of a period for the situation to be corrected and the examination of dissolution that follows are broader than a request only to secure a call to the meeting. A problem that can be resolved by holding the meeting should be assessed separately from a company deadlock that cannot be resolved even if the meeting is held.
Conclusion
An effective application to have the general assembly convened rests first on correctly identifying the power to call and the condition of the body. If the body cannot function, TTK Article 410/2 is examined; if the minority's notary request has been rejected or left unanswered, Articles 411–412; and if an accepted request has not been carried out in time, the conditions of Article 411/4. The managerial structure of a limited liability company and the fifteen-day call period are also observed separately.
The success of the application is not measured only by the setting of a meeting date. Shareholding, the agenda, service, the limits of the trustee's duties, the meeting quorum and the lawfulness of the decisions to be taken afterwards should be prepared together. In this way, the dispute that is meant to be resolved at the call stage can be prevented from turning into a new invalid general assembly resolution.
Related articles: Annulment of a Company General Assembly Resolution: Deadlines, Nullity and Stay of Execution; Right to Information and Inspection in Limited Liability and Joint-Stock Companies; Removal of a Limited Liability Company Manager; Liability of the Company Manager and Board of Directors; Sale of a Company's Significant Assets.
Frequently Asked Questions
If I hold less than ten percent, can I not apply to the court at all?
No. The articles of association may grant the right to request a call to a lower ratio. In addition, if the conditions of an inability of the body to function under TTK Article 410/2 are met, a single shareholder may also request permission from the court. The conditions of the two routes are different.
If the terms of the board members have expired, is the call invalid?
The mere expiry of the term of office does not remove the power to call; TTK Article 410/1 provides an express exception. Removal, resignation or the body never having been formed are not assessed in the same scope.
After a notary notice, must I wait forty-five days in every case?
No. If the request has been rejected, or if no affirmative response has been given within seven business days, an application under Article 412 is considered. The forty-five-day period depends on the acceptance of the request for a call and concerns the timetable on which the meeting is to be held.
When the court grants permission to call, is the decision I want also deemed adopted?
No. The court ensures that the meeting is held. For each decision on the agenda, the relevant voting right, the meeting and decision quorums and the substantive law requirements apply separately.
In a limited liability company, if all the shareholders agree, can a decision be taken without holding a meeting?
A written decision may be taken under the conditions of TTK Article 617/4. The same proposal must be submitted to the approval of all shareholders, and no shareholder may request an oral discussion. Special form and quorum rules relating to the subject of the decision are reserved.
Is owning half of the company enough, by itself, to make the call?
The shareholding ratio alone does not make a person the body authorized to call. The company type, the management capacity, the functioning of the body and the statutory route to be used must be determined. In a company with equal shareholdings in particular, calling the meeting and securing the required decision majority at the meeting are different problems.
If a trustee for the call is appointed, is the existing management removed entirely?
No. The duty of a trustee appointed under TTK Article 412 is limited to the meeting preparation and call tasks specified in the court decision. A separate legal basis is required for the management to be removed or for the company to be managed entirely by the trustee.
Can a shareholder living abroad exercise these rights?
What matters is being a shareholder of the company in Türkiye and meeting the relevant conditions; living abroad does not remove the right. The scope of the power of attorney for the application and for representation at the meeting, and the conditions for using a document issued in a foreign country in Türkiye, are checked separately.
Sources
- Turkish Commercial Code No. 6102: Articles 5, 5/A, 364, 375, 390, 392/7, 409–420, 445–449, 530, 553, 617, 622, 624, 636, 1521 and 1524. Current legislation text.
- Code of Civil Procedure No. 6100: Articles 27, 363 and 389–390. Current legislation text.
- Capital Markets Law No. 6362: Articles 29–30. Current legislation text.
- Court of Cassation, 11th Civil Chamber, April 19, 2022, E.2022/1521, K.2022/3129, reversal in the interest of the law. Text of the decision.
- Court of Cassation, 11th Civil Chamber, October 19, 2023, E.2023/3167, K.2023/5998, reversal in the interest of the law; Official Gazette (RG) February 17, 2024, No. 32463. Text of the decision.
- Dolar, Neyzen Fehmi, "The Minority's Right to Request That the General Assembly Be Called to a Meeting in Joint-Stock Companies" (Anonim Şirketlerde Azınlığın Genel Kurulun Toplantıya Çağrılmasını Talep Hakkı), Adalet Dergisi, 2020, No. 65, pp. 585–605; in particular pp. 592–601. Academic article.
- Court of Cassation, 11th Civil Chamber, January 23, 2025, E.2023/6616, K.2025/360. Text of the decision.
- Court of Cassation, 11th Civil Chamber, May 8, 2024, E.2023/29, K.2024/3674. Text of the decision.
Legislation and source review: October 14, 2026. Login may be required to access the full text through the De Jure links.