A Missing Organ, a Representation Gap and a Management Deadlock Must Be Distinguished
What is a missing organ?
A missing organ means that a mandatory organ that the company is required by law to have does not exist at all, or is legally unable to perform its function. In a joint-stock company, the general assembly and the board of directors, and in a limited liability company, the general assembly and the managers, form the basis of the mandatory organ structure.
The following situations may lead to a missing organ:
- Resignation of all members of the board of directors, or of so many members that the decision quorum disappears,
- Failure to elect the board of directors,
- Death or resignation of the sole manager and failure to elect a successor,
- Failure to establish the mandatory management structure under the company agreement,
- Failure to convene the general assembly for a long time,
- The company being unable to be represented in external relations because the representation arrangement has become inapplicable.
Does the expiry of the term of office always create a complete lack of organ?
The expiry of the term of office of the board members does not necessarily lead directly to a complete vacuum, particularly as regards calling the general assembly. TCC Art. 410 accepts that a board whose term has ended can also call the general assembly. For this reason, instead of requesting a trustee merely because the term of office appears in the registry to have expired, the board’s actual existence and its capacity to call meetings and take decisions should be examined.
What is a representation gap?
Even if the organ exists, a representation gap may arise if the signature arrangement that binds the company cannot be applied. For example, where two signatories are required, the death or resignation of one of the two authorised persons can halt the company’s bank and contract transactions. A representation gap can sometimes be remedied by electing a new manager, sometimes by calling the general assembly, and sometimes by a trustee for representation (temsil kayyımı) for a particular transaction.
Is a management deadlock a missing organ?
In a company with equal shareholders, the parties’ failure to agree, a tie in votes on the board of directors, or the failure to form a majority in the general assembly does not mean a missing organ in every case. The existing organ’s capacity to meet and take decisions must have permanently disappeared and the company must be unable to be managed. A temporary disagreement or the failure to hold a single meeting may not be sufficient for dissolution.
In the decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay) dated 16.12.2013, E.2013/15412, K.2013/22995, it was likewise accepted that, in an allegation of deadlock of the board of directors, a conclusion of a missing organ cannot be reached unless it is shown with concrete evidence that the board genuinely cannot meet or take decisions and that the situation is continuing.
Who Can Call the General Assembly of a Joint-Stock Company?
The board of directors’ power to call
In a joint-stock company, as a rule, the board of directors calls the general assembly. Even if the board’s term of office has ended, it may exercise the power to call. This possibility aims to remedy the organ vacuum as far as possible within the company’s own mechanism.
The board of directors’ continuing inability to meet or its absence
Under TCC Art. 410/2, where the board of directors continually cannot meet, it is not possible for the meeting quorum to be formed, or the board does not exist, a single shareholder may, with the court’s permission, call the general assembly. The court’s decision is final.
This route is a narrow and functional solution that first seeks to have the organ formed, instead of directly dissolving the company. The application must document the shareholding, the current state of the organ, the agenda of the meeting to be held and why the company cannot be called in the ordinary way.
The minority’s call request and application to the court
In a joint-stock company, the statutory minority may request the board of directors, stating an agenda, to call the general assembly. If the request is refused or not met in time, permission from the court to call a meeting under TCC Art. 412 comes into play. This route is not the same as the missing organ or continuing inability to meet under TCC Art. 410/2; the conditions of application and the capacity of the applicant are different.
Calling the General Assembly in a Limited Liability Company
The managers’ duty to call
In a limited liability company, the manager or managers call the general assembly. Where there is no manager, or the manager dies or resigns, the company agreement, the other managers and the shareholders’ statutory rights to call are examined.
The shareholder’s call request
In a limited liability company, within the framework of the references to the joint-stock company and the special limited-liability provisions, there is, under certain conditions, a possibility for the shareholders to request a call and to apply to the court. Instead of converting the application directly into a request for a trustee, it should first be assessed whether the internal routes for calling a meeting have been exhausted.
Death or resignation of the sole manager
The death or resignation of the sole manager can halt the company’s representation externally. However, if all the shareholders are present and able to elect a new manager by duly convening the general assembly, the appointment of a trustee is not mandatory. The decision of the 11th Civil Chamber of the Court of Cassation dated 17.06.2019, E.2018/3242, K.2019/4516 shows that where the shareholders can elect a new manager, a trustee cannot be appointed without proof that the organ vacuum cannot be remedied by other means.
Types of Trustee and Limits of Their Duties
Trustee to call the meeting
A trustee to call the meeting (çağrı kayyımı) is a person appointed to call the company’s general assembly with a specified agenda and to ensure that the meeting is held. Their duty is not to take over the company’s day-to-day management indefinitely. The decision must state clearly the trustee’s agenda, the place and the duration of the meeting.
Trustee for representation
A trustee for representation may be appointed where the company cannot be represented in a lawsuit or a particular transaction, where the existing representative has a conflict of interest with the company, or where the power of representation cannot in practice be exercised. The trustee for representation’s duty is limited to the particular lawsuit or transaction.
The decision of the 11th Civil Chamber of the Court of Cassation dated 15.03.2018, E.2016/9046, K.2018/2033 emphasised that, in the absence of an organ, a request for a trustee for representation must be pursued with the company named as the respondent.
Trustee for management
A trustee for management (yönetim kayyımı) may come into play within the framework of Turkish Civil Code (TMK) Art. 427 where a legal entity is left without its necessary organs and management cannot be provided by other means. Because this measure seriously affects the shareholders’ right of management and the company’s private-law autonomy, it must be exceptional and proportionate.
If a trustee for management is to be appointed, the decision must state clearly:
- The scope of duty,
- The power of representation,
- Limits on expenditure and borrowing,
- The reporting obligation,
- The term of office,
- When the general assembly will be convened.
The trustee does not permanently replace the company’s shareholders
The trustee is not a permanent organ for resolving a dispute among the shareholders or changing the management model preferred by the majority. The purpose is to remedy the missing organ, to protect the company’s assets and to secure a return to the normal organ arrangement.
Missing Organ and Dissolution under TCC Art. 530 in a Joint-Stock Company
Preconditions for dissolution
Under TCC Art. 530, where one of the organs required by law has been absent for a long time, or the general assembly cannot be convened, the court, at the request of a shareholder, a creditor of the company or the relevant authority, grants a reasonable period for the company to bring its situation into conformity with the law.
Dissolution is not the first and automatic consequence. The court first allows the deficiency to be remedied and may take the necessary measures.
Reasonable period and the possibility of remedy
Within the reasonable period:
- The general assembly can be called,
- A new board of directors can be elected,
- The representation arrangement can be registered,
- Missing members can be filled,
- An inapplicable provision of the company agreement can be amended.
If the deficiency has not been remedied at the end of the period, the court decides on the dissolution of the company.
The Court of Cassation’s approach to forming the organ
In the decision of the 11th Civil Chamber of the Court of Cassation dated 13.05.2015, E.2014/16515, K.2015/6881, the dissolution under TCC Art. 530 of a joint-stock company whose board of directors could not be formed even though a general assembly had been held through a trustee was found appropriate. By contrast, in the decision dated 01.10.2024, E.2023/5248, K.2024/6934, it was accepted that where a general assembly is held at the trustee’s call and a board of directors is elected, the missing organ is eliminated and the action becomes moot.
Missing Organ and Dissolution under TCC Art. 636/2 in a Limited Liability Company
Long-term missing organ
Where one of the mandatory organs has been absent from a limited liability company for a long time, or the general assembly cannot be convened, the court, at the request of those concerned, grants a period for the deficiency to be remedied. If the situation is not corrected, the dissolution of the company is ordered.
Distinction between TCC Art. 636/2 and dissolution for just cause
TCC Art. 636/2 is an objective ground for dissolution based on a missing organ. TCC Art. 636/3, on the other hand, regulates dissolution for just cause and alternative solutions in place of dissolution. If the missing organ has not been remedied within the time, the mandatory consequence of Art. 636/2 and the power to order alternative solutions under Art. 636/3 do not apply in the same way.
In the decision of the 11th Civil Chamber of the Court of Cassation dated 30.06.2025, E.2024/4380, K.2025/4674, it was accepted that the conditions for dissolution for a missing organ were met in respect of a limited liability company in which no manager could be elected for seven years and in which no majority was achieved even at the meeting held at the trustee’s call.
A tie in votes in a two-shareholder company
In the decision of the 11th Civil Chamber of the Court of Cassation dated 16.05.2018, E.2016/10744, K.2018/3613, the result adopted was the company’s dissolution where, although a trustee for representation had been appointed and the general assembly called to elect a manager, no manager could be elected because the votes were tied and the deficiency could not be remedied.
Interim Injunction and Provisional Protection
Protecting the company’s assets
During a period of missing organ, bank accounts, tax filings, staff payments and continuing contracts may be disrupted. The court may take targeted measures that protect the company’s assets without halting its activity entirely.
The scope of the injunction must be proportionate
Placing an unlimited injunction on all the company’s assets, or removing all the managers’ powers until the end of the case, may render the company effectively inoperable. The request should be limited to a concrete danger, specific assets and the necessary transaction.
The duty of the interim trustee
The duty of an interim trustee may be limited to continuing day-to-day commercial activity, making urgent payments, convening the general assembly or representing the company in a particular lawsuit. If the court decision contains no limit on the duty, serious uncertainty may arise in practice in bank and registry transactions.
Against Whom Is the Action Brought, and Which Court Has Jurisdiction?
The respondent is the company as a legal entity
In actions concerning a missing organ, permission to call a meeting and dissolution, standing as respondent is in most cases directed at the company as a legal entity. The fact that the other shareholders are parties to the dispute does not in every case require that they be named as respondents.
Court with subject-matter and territorial jurisdiction
These disputes are commercial cases. As a rule, the commercial court of first instance (asliye ticaret mahkemesi) at the place of the company’s headquarters has subject-matter and territorial jurisdiction. In a place with no commercial court of first instance, the civil court of first instance (asliye hukuk mahkemesi) may sit as a commercial court.
Distinction between non-contentious proceedings and contentious actions
A permission to call a meeting alone, or a particular trustee assignment, may in some cases be treated as non-contentious jurisdiction. By contrast, dissolution for a missing organ is a contentious action directly affecting the rights of the shareholders and the company. The wrong type of action or naming the wrong party increases the risk of dismissal on procedural grounds.
Documents Needed to Prove a Missing Organ
Trade registry and company agreement
- Current trade registry records,
- The articles of association or company agreement,
- The latest resolution electing the board of directors or manager,
- Terms of office and the form of representation,
- Signature circular.
Call and meeting documents
- General assembly calls,
- Notarial notices,
- Agendas and announcements,
- Attendance lists (hazirun cetveli),
- Meeting minutes,
- Records showing that a quorum could not be reached.
Resignation, death and incapacity documents
- Resignation notices and the dates they reached the company,
- Death records and certificates of inheritance,
- Decisions on restriction or incapacity,
- Court or administrative decisions preventing the election of managers.
Records showing that the company cannot in practice be managed
- Transactions refused by the bank,
- Failure to make tax and social security (SGK) filings,
- Inability to sign contracts,
- Disruption in staff and supplier payments,
- Problems with e-signature, MERSİS and electronic system access.
How Should the Route to Follow Be Determined?
| Problem | Primary route | Further route |
|---|---|---|
| The board of directors exists but does not call the general assembly | Minority request and permission from the court to call a meeting | Resolution or liability routes |
| The board of directors continually cannot meet or does not exist | Permission to call a meeting under TCC Art. 410/2 | Trustee and review under TCC Art. 530 |
| There is no sole manager, and the shareholders can elect a new manager | A duly convened general assembly | Trustee / dissolution if it fails |
| Representation cannot be carried out because of the dual signature requirement | Completing the representation arrangement or a limited trustee for representation | Missing-organ action |
| An organ cannot be elected despite the trustee’s call | Determination that the deficiency has not been remedied | Dissolution and liquidation |
| The organ exists, but the shareholders merely disagree | Solutions for deadlock and shareholder disputes | Conditions of dissolution / withdrawal for just cause |
Common Mistakes
Treating the trustee as a permanent company manager
The appointment of a trustee is not a tool for permanently changing the balance of votes among the shareholders. The duty must be necessary and limited so as to return to the normal organ arrangement.
Treating the expiry of the term of office alone as a lack of organ
A board whose term of office has ended may have the power to call the general assembly. Requesting dissolution directly without examining the factual and legal situation may lead to a wrong strategy.
Confusing management deadlock with a missing organ
If the organ legally exists and can be called to a meeting, mere difference of opinion is not a missing organ. Continuity, inability to take decisions and the effect on the company’s activities must be proved.
Requesting a trustee without naming the company as respondent
In a request affecting the company’s representation and organ structure, the company as a legal entity may need to be a party. Wrong formation of the parties may lead to reversal of the decision or dismissal of the action.
Conclusion
When a company cannot be managed, the right legal route depends on naming the problem correctly. A board whose term has ended failing to call a meeting, the death of the sole manager, a representation gap because of a dual signature requirement, and the organ never being formed at all are not the same legal situation. First the company’s internal routes for calling meetings and holding elections, and then permission from the court to call a meeting or a limited trustee measure, should be assessed. If the missing organ cannot be remedied within a reasonable period, dissolution comes into play under TCC Art. 530 for a joint-stock company and under TCC Art. 636/2 for a limited liability company. A trustee and dissolution are not automatic tools to be resorted to before the possibility of keeping the company alive has been exhausted.
Frequently Asked Questions
Who represents the company if the company manager resigns?
If there is another manager or a valid representative, representation can continue. If the sole manager has resigned, the shareholders must convene the general assembly and elect a new manager. If this is not possible, permission to call a meeting or a limited trustee measure can be considered.
What happens if no members of the board of directors remain?
The general assembly must elect a new board of directors. If there is no organ to call the meeting, a shareholder may make the call with the court’s permission under TCC Art. 410/2; a trustee may be appointed where necessary. If the deficiency is not remedied within the time given, dissolution comes into play.
In what cases is a trustee appointed to a company?
A trustee may be appointed if a mandatory organ is missing, the company cannot be managed by other means, there is a conflict of representation in a particular transaction, or a limited assignment is needed to call the general assembly. The type and powers of the trustee are determined according to the concrete need.
How is permission to call the general assembly obtained?
An application is made to the commercial court of first instance at the company’s headquarters, documenting the shareholding, the current state of the company’s organs, previous call requests, the agenda and why the call could not be made in the ordinary way. The applicable article varies according to the type of company and the state of the organs.
Does a missing organ lead to dissolution of the company?
If the deficiency is prolonged and is not remedied within the reasonable period granted by the court, a joint-stock company may be dissolved under TCC Art. 530 and a limited liability company under TCC Art. 636/2. Dissolution generally comes into play after an opportunity has been given to remedy the deficiency.
Can a trustee be appointed immediately because of a management deadlock?
No. It must be shown that the deadlock is continuing, that it genuinely halts the company’s activities and that it cannot be resolved by narrower methods. A trustee is an exceptional and proportionate measure.
Does a trustee manage the whole company?
Not always. A trustee to call the meeting only convenes the general assembly; a trustee for representation represents the company in a particular lawsuit or transaction. A trustee for management has broader powers, but carries out the duty within the clear limits of the decision.
In a missing-organ action, should the other shareholders also be named as respondents?
As a rule, the principal respondent is the company as a legal entity. The standing of the other shareholders as parties is assessed separately according to the claim asserted and the specific dispute.
Sources
1 — Turkish Commercial Code No. 6102, in particular Art. 410, Art. 411, Art. 412, Art. 530, Art. 623 and Art. 636. Link to source
2 — Turkish Civil Code No. 4721, Art. 426–427. Link to source
3 — Court of Cassation 11th Civil Chamber, E.2016/10744, K.2018/3613, dated 16.05.2018. Link to source
4 — Court of Cassation 11th Civil Chamber, E.2024/4380, K.2025/4674, dated 30.06.2025. Link to source
5 — Court of Cassation 11th Civil Chamber, E.2022/6547, K.2024/2909, dated 16.04.2024. Link to source
6 — Court of Cassation 11th Civil Chamber, E.2014/16515, K.2015/6881, dated 13.05.2015. Link to source
7 — Court of Cassation 11th Civil Chamber, E.2023/5248, K.2024/6934, dated 01.10.2024. Link to source
8 — Court of Cassation 11th Civil Chamber, E.2018/3242, K.2019/4516, dated 17.06.2019. Link to source