An action to annul a general meeting resolution must, as a rule, be filed within three months of the date of the resolution, against the company, before the commercial court of first instance (asliye ticaret mahkemesi) at the company's registered seat. The claimant's standing, their vote at the meeting and any recorded dissent are also examined. Filing the action does not automatically suspend the resolution; a stay of execution must be requested from the court. The annulment and nullity provisions written for joint-stock companies apply to limited companies by analogy. [1]
A finding that a resolution is unlawful does not always lead to the same type of action. The distinction between annulability, nullity and non-existence affects the entire process, from the time limit to the claimant's standing and the consequences of the decision. This article addresses general meeting resolutions of joint-stock and limited companies under the Turkish Commercial Code No. 6102 (TTK). Special remedies under capital markets legislation should be considered separately.
What is the difference between annulment, nullity and non-existence?
TTK Article 445 governs the annulment of resolutions that breach the law, the articles of association or the principle of good faith. TTK Article 447 provides for nullity where a resolution removes indispensable membership rights or undermines the basic structure of the company. Non-existence arises where the constitutive elements of a general meeting resolution are missing. Not every procedural error is non-existence, and not every breach of law is nullity. [1][6]
| Distinction | Core issue | Consequence for the claim |
|---|---|---|
| Annulability | Breach of law, the articles of association or good faith by a resolution that has come into existence | Persons listed in TTK Article 446 sue within a three-month time limit for bringing an action. |
| Nullity | Serious breach of indispensable rights, the basic structure of the company or capital protection | A person with a legal interest may seek a declaration; the three-month annulment period does not apply. |
| Non-existence | Absence of the constitutive elements of a general meeting resolution | A declaration based on legal interest comes into play; it is not limited to the three-month annulment period. |
For example, a resolution that removes shareholders' right to sue altogether is not in the same category as a defect in the meeting notice. The former raises the protection of rights under TTK Article 447; the latter usually involves TTK Article 446/1-b and whether the defect affected the outcome. The nature of a defect is not determined solely by the label used in the petition. Calling an annulment claim that was filed out of time a "nullity" claim does not by itself overcome the forfeiture of the right. [1][6]
A failure to hold a physical meeting in a limited company does not by itself amount to non-existence. TTK Article 617/4 allows a written resolution where no partner asks for an oral discussion and the same proposal is submitted to all partners for approval. The procedure by which the resolution was adopted must therefore be identified first. In nullity and non-existence claims, legal interest, concrete facts and the objection of abuse of rights also remain important. [1][6]
Who may seek annulment of a general meeting resolution?
A shareholder who attended the meeting and opposed the resolution
Under TTK Article 446/1-a, a shareholder who attended the meeting must have voted against the disputed resolution and had their dissent recorded in the minutes. Both conditions are required together. Attending the meeting, criticising the proposal during discussion or abstaining is not sufficient on its own under this subparagraph. No minimum shareholding threshold is required to bring an annulment action. Minority shareholders may also sue where they satisfy the statutory conditions. [1][3]
Shareholding, attendance and proxy documents should be reviewed first. Where participation is by proxy in particular, the representative's votes and statements of dissent must be attributable to the represented shareholder. Where several shareholders sue together, each one's standing must be shown separately; one shareholder's recorded dissent does not cure the absence of another's.
A shareholder whose participation or vote was affected by a procedural defect
TTK Article 446/1-b provides a different route. A shareholder who alleges a defect in the convocation or the agenda notice, participation by unauthorised persons or representatives, or unjustified refusal to admit a shareholder to the meeting or to allow them to vote may sue, even if they did not attend or did not vote against. However, they must show that the listed defects affected the adoption of the resolution. [1]
The generalisations "a shareholder who did not attend cannot sue" and "without a recorded dissent, no challenge is possible" are therefore not correct. The statutory basis for standing must be identified first. A shareholder who chose not to attend and cannot point to any of the defects listed in the statute is not in the same position as a shareholder who was unlawfully excluded from the meeting.
The right of the management body to sue
The board of directors may bring an annulment action as a body. Where the resolution would create personal liability for board members, each member may also have standing to sue. A member's personal right to sue cannot rest only on disagreement with the resolution on economic grounds; the link to liability must be explained. In limited companies, the comparison is made having regard to the company's management structure under TTK Article 622. [1] On a related point, see Liability of the Company Manager and Board of Directors.
How should a dissent be recorded?
A dissent entry must make clear which resolution was not accepted and who opposed it. Where the meeting adopted decisions on different agenda items, it is useful to link the objection to the decision number. General statements such as "I object to all transactions" make the dispute harder to define.
A negative vote and a recorded dissent are not interchangeable. In its decision of 17 November 2022, E. 2020/11-662, K. 2022/1551, the Civil General Assembly of the Court of Cassation (Yargıtay Hukuk Genel Kurulu) held, by majority, that criticism before the vote and an alternative proposal were not sufficient where no dissent was recorded after the resolution. The majority did not treat a negative vote alone, in the case before it, as the dissent required for standing. [3]
The point is not settled. The dissenting opinion in the same decision, together with the academic review by Ebru Tüzemen Atik, argues that the law sets no fixed order in time and that a dissent expressed in advance during the meeting may suffice where its conditions are met. That view should not be presented as the outcome of the majority decision. To reduce the practical risk, it is advisable, once the resolution has been identified, to record the negative vote and the dissent to that specific resolution clearly in the minutes. [3][4]
For example, a concrete statement such as "I voted against the resolution adopted under the fifth agenda item and request that my dissent be recorded in the minutes" may be used. This is not a ready-made legal formula suitable for every file; the content of the resolution and the representation position are also taken into account.
If the chair of the meeting does not record the dissent, a request should be made for the written statement to be attached to the minutes, and its delivery and any refusal should be documented by lawful evidence. A notary notice sent later should not be treated as a reliable substitute for the record that should have been made at the meeting. By contrast, evidence showing that recording was obstructed may be important in assessing the right. [3]
How is the effect rule applied to defects in the convocation and voting?
For TTK Article 446/1-b, two questions must be answered: was there a defect, and did it affect the adoption of the resolution? The company may accept an error in the convocation and still argue that the same majority would have been reached. For that reason, it is not enough to point to the error in the invitation letter. [1]
The review considers the total share capital, the shares present, the valid votes, the special majority the resolution requires and the distribution of the contested votes together. For example, if the votes of an unauthorised representative are excluded and the required majority is not reached, the effect on the outcome can be specified. Before the votes are counted, however, it must be established that the representative truly lacked authority and which majority applies to the resolution in question.
Reducing the effect to a purely arithmetical result has been criticised in academic writing. Mustafa Yavuz's review addresses together the majority-based approach and the criticism that a minority shareholder must be able to attend, make statements, put forward proposals and influence other shareholders. In the petition, alongside the vote count, the petitioner may explain which concrete information or discussion was prevented by the exclusion from the meeting. It cannot be asserted that this removes the numerical effect requirement in every file. [7]
A more recent development concerns the decision of the Constitutional Court (Anayasa Mahkemesi) of 6 November 2025, E. 2025/217, K. 2025/208. The application concerning TTK Article 446/1-b was rejected on procedural grounds, because of inconsistencies in the referral decision and because the challenged wording did not match the text of the law. This decision did not annul the effect requirement, and it is not a ruling on the merits that the requirement is compatible with the Constitution. [5]
When does the three-month period for bringing an action start?
The three-month period for an annulment action starts on the date on which the resolution was adopted. A shareholder learning of the resolution later, separate notification to them, or publication of the resolution in the trade registry does not, as a rule, change the starting point. The starting point under TTK Article 445 is expressly the date of the resolution. [1]
This period is a time limit for bringing an action (hak düşürücü süre), not a statute of limitations. The court takes the period into account of its own motion, so one should not rely on the opposing party failing to raise a time objection. Calculating three months as ninety days can also produce an incorrect result; the monthly calculation and the nature of the final day should be checked against the actual calendar. [1][7]
Negotiations with the company or an ordinary demand letter do not replace bringing the action. The annulment period is not protected automatically because an information request has been made, a new meeting has been promised or an internal review is ongoing. Documents received close to the end of the period require the action and the evidence strategy to be set up together rather than waiting.
In practice, the first step is to obtain the minutes, the convocation documents and the date of the resolution, to identify the subparagraph on which standing rests and to separate the contested resolutions. Doubt about whether the defect amounts to nullity or non-existence does not justify disregarding the three-month period for an annulment claim. How to frame annulment and declaration claims together should be determined by the concrete facts. For more detail, see Statute of Limitations and Time Limits for Bringing Actions.
Which documents prove grounds for annulment?
The review under TTK Article 445 is directed at whether the resolution complies with the law. A shareholder finding another commercial choice more beneficial is not, on its own, a ground for annulment. However, where the majority's power is used in a manner incompatible with the company's purpose, where unlawful benefit is transferred between shareholders or where contractual limits are breached, a legal review may be carried out. [1]
The evidence file should be built on facts connected with each resolution, not on general suspicion. For example, if the amount of a payment to a manager is disputed, the position, the company's financial situation, the reason for the payment and the benefit created by the resolution are examined together. The mere appearance of a high amount does not establish unlawfulness; the company may also explain the scope of the services and the basis of the resolution.
| Issue raised | Priority document or record | Expected defence |
|---|---|---|
| Defect in the convocation and agenda | Notice, dispatch and delivery records, agenda, articles of association | The convocation complied with the procedure, or the defect did not affect the result. |
| Vote or representation defect | List of attendees, power of attorney, shareholding and vote breakdown | The representation was authorised; even if the disputed votes are excluded, the required majority is met. |
| Dissent not recorded | Minutes, written statement and delivery record, other lawful evidence | No dissent specific to the resolution was expressed. |
| Abuse of majority power | Financial statements, contracts, payment documents and the reasons for the resolution | The resolution rests on the company's needs and objective figures. |
Where the company's documents are not accessible, this does not mean that every allegation is accepted as true. The facts each document would show should be explained and requested from the court in concrete terms. The right to information and inspection may help with that preparation, but the process for exercising that right and the time limit for the annulment action should be monitored separately. [2]
Expert review may be useful for matters requiring specialist knowledge, such as accounts or vote calculations. The legal assessment of whether the resolution breaches the law, however, belongs to the court. The scope of documents should be proportionate to the dispute, including with regard to trade secrets and personal data submitted to the file. [2] Readers facing a similar situation may find Appointment of a Special Auditor for a Company helpful.
Before which court and against whom is the action brought?
Jurisdiction, venue and defendant
TTK Article 445 points to the commercial court of first instance at the company's registered seat. Where no separate commercial court of first instance exists, the competent court is determined by treating the case as a commercial action. The defendant is the company as a legal entity, not the general meeting that adopted the resolution or the majority shareholder. Claims for compensation against a manager personally are subject to separate legal requirements. [1]
The petition must clearly state the date of the meeting, the number and content of each resolution challenged, the ground of unlawfulness for each resolution and the relief sought. A defect in one resolution at the same meeting does not automatically require all resolutions to be annulled. In particular, independent agenda items should be separated and reviewed individually.
Where the management body brings the action, or where there is a conflict of interest in the company's representation, the company's proper representation must be resolved separately. Steps taken without a duly authorised representative or attorney may delay the examination of the merits. After a decision on lack of jurisdiction or venue, the procedural deadlines for transmitting the file should also be tracked. [2]
Under TTK Article 1521, the simplified procedure applies to this action, which arises from the shareholder relationship. That procedure does not remove the need to particularise claims and evidence in time. [1]
Mediation and the three-month period
An action solely for annulment of a general meeting resolution or for a declaration of its invalidity is not a claim for a sum of money or for compensation. The mere fact that it is a commercial case therefore does not create mandatory mediation as a condition of suit under TTK Article 5/A. However, where a dividend claim or compensation is also sought, the mediation requirement for the monetary claim is assessed according to its own nature. [1]
Mediation begun for a monetary claim should not be assumed to protect the time limit for a separate annulment action. Whether claims are brought together or separated, and the dispute for which the application is made, should be determined at the outset. In that way, the right to annulment can be preserved while the monetary claim is being prepared.
Under TTK Article 448, the hearing in an annulment action may not begin before the three-month time limit has expired, and consolidation may arise where several annulment actions are pending. This provision does not mean that a party must wait three months before filing. The action is filed within the time limit, and an urgent request for interim protection is assessed separately. The management body is also under an obligation to announce the date of the action and of the hearing in the manner prescribed by law. [1]
How is a stay of execution requested?
TTK Article 449 allows the court, once an annulment or nullity action has been brought, to stay execution of the resolution. The court may decide to do so after obtaining the views of the board of directors. In limited companies, the management structure is taken into account. Obtaining the board's view does not mean that the board must approve the measure. Writing a request for interim measures in the petition also does not by itself stop implementation. [1]
Under HMK Articles 389–390, the request must set out concretely how enforcing the resolution would make it harder to obtain the right or would cause serious harm, and the basis of the claim must be shown prima facie. Stating only that "the company may suffer harm" is not sufficient; the request should identify which transaction, which stage and which document creates the urgency. [2]
For example, where there is a payment instruction or other preparatory step for implementing the disputed resolution, the relevant documents can be submitted to show which part of the resolution should be stayed. This example does not mean that interim relief will be granted in every payment decision. The court weighs the balance between the right to be protected and the company's need to continue its activities.
The request must be connected to the dispute and capable of being carried out. An action concerning a single general meeting resolution does not by itself justify an unlimited freeze on all the company's bank accounts or all its management activities. Where part of the resolution can be separated, narrower protection may be considered. Once an interim measure is granted, its transmission to the relevant bodies, its implementation and any security conditions should be followed promptly. [1][2] Further details are set out in Interim Injunctions and Precautionary Attachment.
Security, litigation costs and liability for bad-faith claims
Two different bases for security must not be confused. Under TTK Article 448/3, if the company requests it, the court may order the claimants to provide security against the company's potential losses. The court determines the nature and amount of the security. There is no automatic fixed percentage of security in every annulment action. [1]
For interim protection, the security under HMK Article 392 concerns the damage that an unjustified interim measure may cause to the opposing party and to third parties. Where the statutory conditions are met, the court may decide, with reasons, not to require security. The presence or absence of security does not mean that another legal basis applies automatically. [2]
The risks of court fees, advance on costs, expert fees and the opposing party's costs should also be assessed separately. Losing the action does not by itself mean that it was brought in bad faith. TTK Article 451 makes those who bring an annulment or nullity action in bad faith jointly and severally liable for the losses suffered by the company. Bad faith, the loss and the causal link between the action and the loss must be specified. Reliance on this provision by the company is not an automatic sanction that prevents a shareholder from pursuing a genuine claim of unlawfulness. [1]
What effect does an annulment judgment have on the company and third parties?
Under TTK Article 450, a final annulment or nullity judgment binds all shareholders, including those who did not take part in the action. The management body is responsible for having the judgment entered in the trade registry and for meeting the website publication obligation set out in law. A first-instance decision and that decision becoming final are not the same stage. [1]
Whether an appeal or cassation is available depends on whether the decision is open to that remedy. The general time limit for applying for a remedy is two weeks from proper service, but whether the remedy is open and which procedural rules apply should be checked separately. The three-month time limit for an annulment action and these remedy periods should not be confused. [2]
Where an annulment judgment has retrospective effect within company relations, this does not mean that every transaction made with third parties on the basis of the resolution automatically ceases to exist. The protection of good-faith third parties under TTK Article 371/4 and the legal structure of the transaction in question must be considered separately. Where payments have been made or assets transferred, return and compensation claims may be subject to separate conditions. [1][6]
In preparing a case, it should therefore be asked: "If the resolution is annulled, what will actually be put right?" The correction of the trade registry entry, the need for a new resolution, the return of payments made and manager liability should be tracked separately. An annulment action does not by itself lead the court to award an unclaimed debt or to order the full compensation of all company losses.
Conclusion
An effective response to a general meeting resolution begins with correctly identifying the legal nature of the resolution. Where annulment is possible, the three-month period, the claimant's standing and the recorded dissent must be considered together. In the case of a convocation or voting defect, the link to the effect on the outcome must be specified; in interim protection, the decision to be enforced, the urgent harm and the scope of the requested measure must be concrete.
Keeping documents organised from the meeting onwards, assessing the company's likely defences in advance and framing the request to match the outcome actually sought reduces the risk of losing rights. Nullity, non-existence, annulment and compensation routes are not interchangeable alternatives serving the same purpose; each has its own requirements and protects different interests.
Frequently Asked Questions
I learned of the general meeting resolution later; does the three-month period start again?
As a rule, no. Under TTK Article 445, the starting point is the date of the resolution. Learning of it later or its registration does not restart the annulment period. Whether the resolution is in fact flawed by nullity or non-existence is examined separately. [1]
If I have no recorded dissent, can I not sue in any way?
That result does not hold in every case. Under TTK Article 446/1-a, a negative vote and a recorded dissent are required together. However, the defects covered by Article 446/1-b and the conditions for nullity or non-existence claims are different. The legal basis relied on must be identified. [1]
Does the three-month period also apply to limited company resolutions?
Yes. TTK Article 622 applies the provisions on annulment and nullity of joint-stock company general meeting resolutions to limited companies by analogy. Features specific to limited companies, such as the written resolution procedure, are also taken into account. [1]
Does filing the action make the resolution unenforceable?
No. A stay of execution must be requested from the court and a decision obtained. The request must be supported by concrete risk of harm and by documents. Obtaining the board's view does not mean that the board's approval is required. [1][2]
Did the Constitutional Court remove the effect rule?
No. The decision of 6 November 2025, E. 2025/217, K. 2025/208 contains no such annulment. The application was rejected on procedural grounds. That decision cannot be cited as showing that the effect requirement in TTK Article 446/1-b has been removed. [5]
Does an annulment judgment protect only the shareholder who brought the action?
No. A final annulment or nullity judgment has effect for all shareholders. Transactions with third parties, collection claims and manager liability are assessed separately, however. [1][6]
Sources and legal bases
- Turkish Commercial Code No. 6102, in particular Articles 4, 5, 5/A, 371/4, 445–451, 617/4, 622 and 1521; Ministry of Justice, UYAP Legislation and Case Law Programme.
- Code of Civil Procedure No. 6100, in particular Articles 20, 33, 190, 194, 219, 266, 345, 361 and 389–392; Ministry of Justice, UYAP Legislation and Case Law Programme. For the relevant provisions, Law No. 7589 as adopted by the Grand National Assembly of Türkiye (TBMM) was also reviewed.
- Civil General Assembly of the Court of Cassation, 17 November 2022, E. 2020/11-662, K. 2022/1551, majority reasoning and dissenting opinion; decision text published by Karamercan Hukuk.
- Ebru Tüzemen Atik, “Anonim Şirket Genel Kurul Kararlarının İptalinde ‘Muhalefetin Tutanağa Geçirtilmesi’ Koşulu ve Özellikle ‘Peşinen Muhalefet’in Geçerliliği Sorunu”, Hacettepe Hukuk Fakültesi Dergisi, 12(1), 2022, pp. 1006–1046, DOI: 10.32957/hacettepehdf.1104019.
- Constitutional Court, 6 November 2025, E. 2025/217, K. 2025/208, official decision text, in particular paras. 4–7 and the operative part.
- Capital Markets Licensing, Registration and Training Institution (Sermaye Piyasası Lisanslama Sicil ve Eğitim Kuruluşu), Commercial Law course notes, June 2026 update, section “Genel Kurul Kararlarının Sakatlığı”.
- Mustafa Yavuz, “Anonim ve Limited Şirket Genel Kurul Kararlarının İptalinde Etki Kuralı”, Gümrük Ticaret Dergisi, 8(26), 2021, pp. 52–63.