A company partner may request information about the company's affairs and inspect records under the statutory conditions, even if the partner is not involved in management. The right of a shareholder in a joint-stock company is governed by TTK Article 437, and the right of a partner in a limited liability company by TTK Article 614. The filing sequence and deadlines are not the same: the 10-day period for applying to court after an express refusal, provided for joint-stock companies, does not apply automatically to limited liability companies. The subject to be examined, the record requested and the refused request must be clearly identified. [1][3]
This right helps in assessing the company's financial position, the statements of its managers and how partnership rights should be exercised. A partner does not have to prove an irregularity in advance. However, access to information does not mean unconditional delivery of the entire company archive or handing management over to the partner. The scope of the right is determined by the type of company, the capacity of the applicant and the specific information need, taken together.
Who Holds the Right? Shareholders and Managers Follow Different Routes
The right to information is not reserved for a majority or for a minority reaching a certain share of capital. Under TTK Articles 437 and 614, every shareholder or partner may apply. A small holding is not, by itself, a ground for refusal. The minority conditions for convening the general assembly, however, are a separate matter from ownership of the right to information. [1]
| Capacity of the applicant | Basic provision | Nature of the route to follow |
|---|---|---|
| Joint-stock company shareholder | TTK Article 437 | Information at the general assembly; for specific records, general assembly permission or a board of directors decision; court where necessary |
| Limited liability company partner | TTK Article 614 | First a request to the managers; if obstructed, the general assembly; if the unlawful obstruction continues, the court |
| Board member of a joint-stock company | TTK Article 392 | A separate information and inspection regime linked to the management role; chairperson, board of directors and court stages |
The information right of a board member of a joint-stock company arises from the management role and responsibility, not from being a shareholder. TTK Article 392 contains different rules for information during and outside meetings. Outside meetings, requests concerning the operation of the company or individual transactions are tied to the chairperson's permission. If the chairperson rejects the request, the matter must be brought before the board of directors within two days; if the board does not meet or refuses, an application is provided for to the commercial court of first instance at the company's seat. This special arrangement should not be confused with the ordinary shareholder's application under Article 437. [1]
Where a shareholder is also a board member, the shareholder should state on which capacity the request is made. If the status as a partner is disputed, the documents showing shareholding are considered first. For a former partner, heir or a person who has acquired the shares, the date and the transaction through which the status was acquired or ended are important. Being a partner in the past does not by itself show that the current partnership right continues. Examples of how this works in practice are described in the article Partner Refusing to Account in an Ordinary Partnership.
How Are Information and Book Inspection Used in a Joint-Stock Company?
Which documents must be ready before the general assembly?
TTK Article 437/1 sets out a separate access regime for the financial statements, consolidated financial statements, the board of directors' annual activity report, the audit reports and the profit distribution proposal. These documents must be kept available for shareholders to examine at the company's head office and branches at least 15 days before the general assembly. The financial statements and consolidated statements remain open for inspection for one year. A shareholder may request a copy of the income statement and balance sheet, with the cost borne by the company. [1]
The 15 days here is not a period for applying to court. It is an obligation to prepare for the general assembly. Showing the documents only on the day of the meeting is not the same as the preparation opportunity provided by law. Recording on what date each document was requested and what the company replied is useful for any later application, because it makes the claim concrete.
What is the scope of asking questions at the general assembly?
A shareholder may ask the board of directors about company affairs and ask the auditors how the audit was carried out and what its results were. The answer must be careful, true to the facts and consistent with the principle of accountability. Saying only that the information "is in the records" may not be a sufficient answer, depending on the question. For example, if the reason for an increase in expenses was asked, repeating the total expense figure does not explain the basis for the increase. [1]
Where information has been given to one shareholder in its capacity as a shareholder outside the general assembly, the same information must be given to another shareholder who requests it, with the same scope and detail. TTK Article 437/2 provides that in such a case no connection with the agenda is sought and the ground for refusal in Article 437/3 may not be relied on. However, information a manager learns only because of the managerial position does not automatically fall under this equal-treatment rule. [1]
It is useful to prepare the questions in writing, to have them read out at the meeting and to have them recorded in the minutes. Keeping the request and the answer given together allows the claim that "an answer was given" to be assessed on its content. Merely having the question recorded in the minutes does not, by itself, show whether the answer was adequate or inadequate.
The duty to give information under TTK Article 200 also covers information about affiliated companies. Being part of a group does not justify leaving related-party transactions unexplained. Moreover, under TTK Article 437/6 the right to information and inspection cannot be removed or restricted by the articles of association or by a decision of a company body. Statutory confidentiality limits must be distinguished from attempts to remove the right by contract. [1]
Can the books be inspected without an expert?
Under TTK Article 437/4, the commercial books and correspondence may be inspected, with the express permission of the general assembly or a decision of the board of directors, only in the parts relating to the shareholder's question. This is not a provision giving every shareholder continuous and unlimited access to all records. Presenting the information request and the document inspection request separately makes clear which right has been obstructed. [1]
Inspection through an expert is not mandatory. The law accepts that, where permitted, the inspection may also be carried out through an expert. If the accounting data requires technical assistance, a certified public accountant or another suitable expert may be considered. The identity, authority, scope of the inspection and confidentiality arrangements of the expert must be determined in advance. The expert does not become a special auditor appointed by the court merely because they assist the partner.
A Limited Liability Company Partner May Request Information Throughout the Year
In a limited liability company, the right to information is not one that can be used only at the annual general meeting. TTK Article 614/1 allows every partner to request from the managers information on all the company's affairs and accounts and to carry out inspection on specific matters. The difference between information on all affairs and inspection on specific matters is important. A request for the delivery of the entire archive without identifying any matter does not accurately reflect the scope of the right the law provides. [1]
The first request is directed to the managers. The request should state the partner's status, the transactions to be explained, the period and the records requested. The law does not require a notarised notice for every information request. However, a written application whose receipt and content can later be shown is more useful as evidence than an oral discussion. A notarised formal notice (noter ihtarı), a written request that can be verified as delivered, or appropriate electronic communication may be considered for this purpose. [1][2]
If the managers obstruct the right, the partner asks for the matter to be decided by the general assembly. If the unlawful obstruction continues after the general assembly stage, an application is made to court. A formal notice sent only to the manager does not by itself show that the general assembly stage has been completed. The decisions of the manager and of the general assembly are separate acts of the company's bodies; in the file, the request and response for each should be kept separate. [1]
The information right can be used on its own. There is no need to also request the manager's removal, the dissolution of the company or the payment of compensation. The question whether the records obtained are needed for another lawsuit is assessed later, under the conditions of that lawsuit. For a broader framework, see the article Removal of a Manager of a Limited Liability Company.
Which Records and Periods Should an Information Request Cover?
An effective application links the matter to be clarified with the record requested. A request that is too broad can make the inspection difficult; a request that is too narrow may prevent the underlying transaction from being understood. When determining the period, transaction group and related account, the partner should not be expected to know the details of records to which they do not yet have access.
The table below shows hypothetical request examples. It does not mean that the listed records must be delivered unconditionally in every case.
| Matter to be clarified | Related record that may be requested | What determines the scope |
|---|---|---|
| Payment to a partner or a related company | Relevant account movements, contract and payment document | The specified period and the transaction relationship |
| Unusual increase in an expense in the financial statements | Breakdown of the relevant expense account and supporting documents | The account and period in which the increase appears |
| Sale price of company assets | Sale contract, resolution and collection record | The specific asset and the sale transaction |
| Debit or credit balance in partners' current account | Movements in the relevant account and the underlying transactions | Opening balance, period and account holder |
Keeping records electronically does not make the information right meaningless. However, it also does not oblige the company to hand a partner its bank password, electronic signature or administrator access to the whole IT system. Suitable methods may be discussed, such as a readable printout, electronic copies of specific records, or supervised inspection. The aim is to ensure the necessary information is understood while protecting the company's operations and unrelated data.
The right to inspect and the authority to take the originals are not the same. In particular, in a joint-stock company the right to copies for specified financial documents expressly granted by TTK Article 437/1 should not be automatically extended to all books and correspondence. If copies are needed, it should be explained which page or record is required and why. [1]
If the company says "I have already given access", the actual content of that access is examined. A file that cannot be opened, an unreadable printout, or hundreds of documents unrelated to the question are not the same as useful information being provided. A partner should also not refuse reasonable inspection appointments and related documents without justification. The delivery and inspection minutes clarify the claims both sides may later raise. The details of this stage are also discussed in the article Partner's Claim to Dividends from a Company.
Not Every Request Can Be Refused on the Grounds of Company Secrets or Competition
In a joint-stock company, TTK Article 437/3 allows a refusal where disclosure would reveal company secrets or endanger other company interests that need protection. In a limited liability company, TTK Article 614/2 allows the partner to be prevented, to the extent necessary, where there is a danger that the information obtained would be used to harm the company. The wording of the two provisions differs; the defence must be built on the provision applicable to the type of company concerned. [1]
Saying "this is a company secret" or "we have a dispute with the partner" does not end the assessment. The company must specify which information it wishes to protect, how disclosure would create a danger, and why a narrower form of access would not be sufficient. Where competition is alleged, the connection between the activity and the information requested must also be explained. On the other hand, concrete records showing that customer lists were passed to a competitor cannot be ignored.
Before refusing the whole request, the company may consider closing the parts unrelated to the matter, providing limited copies, arranging inspection at an appropriate location, or using expert support that protects confidentiality. These are not solutions that apply automatically in every dispute; methods should be chosen that do not prevent the effective exercise of the right and that reduce the concrete danger. The confidentiality obligation of a limited liability company partner is separately regulated in TTK Article 613. [1]
The presence of employees' or customers' personal data in the records does not, by itself, justify refusing the entire inspection. Equally, a partnership right does not serve as a basis for unlimited disclosure of unrelated health, identity or contact information. Taking into account the principles of relevance and proportionality of the Personal Data Protection Authority, it may be considered to close the fields that are not necessary to understand the matter. This suggestion aims at applying company law and data protection obligations together. [6]
Within What Period Is a Court Application Made After a Refusal or Silence?
In a joint-stock company, an express refusal and silence are different
TTK Article 437/5 provides that a shareholder whose request has been refused must apply to court within 10 days of the refusal. For silence, postponement and the other situations in the provision, the application is provided for after a reasonable period has passed. These two different expressions in the law should not be turned into a single "10 days" rule for all cases. [1]
This is a special application period tied to the refusal; it is not the same as the limitation period for a separate claim for dividends or compensation. Failure to apply within the period puts at risk the exercise of the information right through the courts.
Sending a formal notice after an express refusal has been given should not be assumed to restart the period. The date of the refusal must be considered together with the minutes and the written reply. In cases of silence, the reasonable period is assessed according to the complexity of the matter, the need to prepare the records and the company's conduct. Indefinite postponement to an unspecified date may amount to the practical obstruction of the right; however, the need for a stated and proportionate period to prepare the required record is also taken into account.
Can the 10-day period apply by analogy to a limited liability company?
TTK Article 614 does not contain a special 10-day period for bringing an action, as is the case for joint-stock companies. In its decision of March 7, 2018, E.2018/833, K.2018/1722, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) found unlawful the rejection of a limited liability company partner's request on the ground of the period in Article 437. The Chamber emphasised that the limited liability company provisions contain no such period and that Article 437 is not referred to for this purpose. [3]
The decision is a reversal in the interest of the law (kanun yararına bozma). Without changing the final outcome of the concrete case, it establishes that the decision was unlawful; it cannot be described as having granted the partner direct inspection in that file. Its practical result is that an application by a limited liability company partner is not automatically eliminated on the ground of the joint-stock company's period.
The absence of a special period does not mean that delaying a request indefinitely is always without consequence. Legal scholarship notes that prolonged silence, combined with other conduct, may be discussed in terms of good faith. A fixed year or day limit therefore cannot be derived from this. The partnership status, the current need for information and the purpose of the application are examined in each concrete case. [5]
What if the general assembly never meets?
If the managers of a limited liability company do not convene the general assembly, the sequence of the application may be effectively blocked. The rules on convening the general assembly and on the minority, through the reference in TTK Article 617, should be assessed. For partners who meet the statutory conditions, the means of convening under TTK Articles 411 and 412 may also come into question. The information request, the request that the matter be decided by the general assembly, and their receipt by the company should each be documented separately. [1]
In legal scholarship, it is argued that a partner who does not reach the minority threshold should also be protected so that the right is not rendered ineffective, given the personal nature of the information right. This is not an express and undisputed statutory provision that every partner may use the same convening route in every case. In a file where the general assembly cannot be constituted, the form of the access obstruction and the appropriate judicial request must be set out separately. [5]
Parties, Evidence and Mediation in an Information Claim
Against whom is the action brought and in which court?
The request for performance of the duty to provide information and inspection is directed at the company as a legal entity. The fact that the manager refused the request does not require the action to be brought only against the manager personally. A claim of personal liability against a manager is a different legal matter.
The competent court is the commercial court of first instance (asliye ticaret mahkemesi). For a joint-stock company, TTK Article 437/5 clearly indicates the place of the company's seat. For a limited liability company, TTK Article 614 does not contain a provision of the same detail; the court at the company's seat is also the place of application under the general jurisdiction rules. Subject-matter and territorial jurisdiction are assessed by checking the company's records together with its situation on the filing date. [1][2]
Under TTK Article 1521, the simplified procedure (basit yargılama usulü) applies to these partnership disputes. The simplified procedure does not mean that the claimant obtains a result without submitting any document or that the opposing party is not heard. The special procedure for board members under TTK Article 392 should not be carried over automatically to all shareholder claims. The right to be heard is protected. [1][2]
A claim only for the provision of information or permission to inspect is not subject to the mandatory mediation under TTK Article 5/A for commercial disputes involving a sum of money, merely because it has a commercial character. If a claim for money or compensation is also made in the same dispute, the admissibility conditions of that claim are assessed separately. [1]
Which evidence should the partner prepare?
The file should not only describe the dispute between the partners; it should show the conditions of the right being invoked. For the burden of proof and for setting out the claim, the following documents are particularly useful: [2]
• Documents showing the status as a partner or shareholder and, where necessary, the authority to represent.
• Dated texts of the questions and inspection requests, and records showing that they reached the addressee.
• The general assembly minutes, the relevant body decisions and the company's replies.
• A short comparison showing at which points the information requested and the answer provided differ.
• Inspection appointments, the files submitted and records showing whether access actually took place.
The partner sets out the request and the obstruction; if the company relies on secrecy, danger to the company or the claim that the right has already been exercised, it supports these with the relevant facts. The partner is not expected at this stage to prove conclusively any wrongdoing by the management. One of the functions of the information right is to make it possible to evaluate transactions. However, using correspondence obtained by unlawful means may also raise a separate problem of inadmissibility of evidence. [1][2]
The cost of an application is not limited to court fees. Notification, inspection, expert or expert-witness expenses, and the attorney's fee that may be awarded at the end of the proceedings are separate items. The amounts depend on the date of the transaction, the request and the inspection required; no single total fee should be assumed for every information case. [2]
What Does a Court Decision Provide, and Is It Final?
The result sought from the court should show which questions are to be answered, or which records are to be examined and in what scope. A general expression such as "all my rights must be made available" may leave unclear the limits of the dispute and of the enforcement of the decision. The place of inspection, the relevant period, the type of records, expert support and the necessary confidentiality arrangements should be stated in line with the actual need.
For a joint-stock company, TTK Article 437/5 expressly allows the court's decision to include the provision of information outside the general assembly and the form of such provision. For a limited liability company, the claim is also directed at removing the obstruction of information or inspection under TTK Article 614. A decision granting the claim does not mean that dividends are automatically awarded, that the manager is removed or that compensation is ordered. [1]
Both provisions govern the finality of the court's decision. In its decision of June 13, 2017, E.2016/1162, K.2017/3675, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), by majority, also accepted that a decision rejecting a joint-stock company's information and inspection request is final. The dissenting opinion argued that finality should be read as limited to decisions granting the claim, and that a decision rejecting the request should be open to appeal. The dissenting opinion cannot be presented as the majority's ruling. [4]
This distinction makes a complete first-instance application important. Moreover, the nature of procedural decisions that do not resolve the substance of the dispute, and the available means of challenge, should not be generalised merely by calling the matter an "information case". If a decision is not complied with, the obligation breached should be compared with the operative part of the judgment; the means of enforcement, and where necessary the execution route, should be assessed according to the content of the decision. A specific judgment, rather than a general statement of acceptance, is useful at this stage too. The article Liability of a Company Manager and the Board of Directors also examines this subject from a different angle.
Temporary Protection and Other Rights Where Records May Be Lost
Where there is a concrete risk that records will be deleted or lost, preservation of evidence (delil tespiti) may be considered. This route under HMK Article 400 et seq. addresses the risk that the evidence will be lost or its later presentation will become substantially more difficult. Not every refusal of information automatically satisfies the conditions for preservation of evidence. It must be explained which records are at risk, why and when. [2]
For an interim injunction (ihtiyati tedbir) under HMK Article 389 et seq., conditions such as a serious risk of harm arising from the difficulty of obtaining the right or from delay must also be made concrete, and the required prima facie proof must be provided. The request must be proportionate to the information dispute. It cannot be concluded from the mere fact that information was not provided that all company activities should be suspended or that management should be automatically replaced. Security and implementation conditions are assessed separately. [2]
An information claim does not automatically suspend the time limits for challenging a general assembly resolution. Appointing a special auditor, the liability of a manager or the removal of a company manager are also subject to separate conditions. The same records may matter in several processes, but filing one application does not mean that the preconditions of another have been fulfilled. For this reason, other partnership rights that must be protected while the access process is conducted should also be assessed separately. [1]
Where the transactions need to be independently explained after the information has been obtained, the conditions for appointing a special auditor should be examined. Where protection is needed against a company body's decision, the annulment of general assembly resolutions should be reviewed separately. For more detail on this subject, see our article What Is Preservation of Evidence?.
Conclusion
The first question in gaining access to a company's records is on which capacity and which type of company the applicant relies in requesting information. In a joint-stock company, the shareholder's general assembly and inspection regime must be correctly established; in a limited liability company, the sequence of manager, general assembly and court must be correctly set out. The 10-day period for an express refusal in a joint-stock company and the absence of a special period in a limited liability company must not be confused with each other.
A workable request shows the matter, the period, the question, the required record and the appropriate method of inspection together. The company's confidentiality defence should be made concrete, and the partner's request should remain within limits consistent with its purpose. A file in which the refusal or silence is documented, the deadlines are monitored and the result sought from the court is clear is the basis for the effective exercise of the right. This article is general information; the documents and dates of a concrete dispute must be separately reviewed.
Frequently Asked Questions
Can a partner holding one percent of the shares request information?
Yes. TTK Articles 437 and 614 do not require a minimum shareholding for the right to information. The minority conditions for convening the general assembly are assessed separately. [1]
Can a limited liability company partner apply directly to court?
The ordinary sequence is a request to the managers, then, if obstructed, the general assembly, and then the court if the unlawful obstruction continues. Situations where the general assembly cannot be operated at all should be assessed separately; sending a formal notice only to the manager does not complete all the stages automatically. [1][5]
In a joint-stock company, must 10 days be waited out even when there is no reply?
The law provides for an application within 10 days of an express refusal, and for an application after a reasonable period has passed in cases of silence and other situations. It does not provide for a fixed 10-day waiting period in cases of silence. [1]
In a limited liability company, is the right lost if the information claim is not filed within 10 days?
TTK Article 614 contains no such special period. The fact that the 10-day period in Article 437, which relates to joint-stock companies, cannot be applied to limited liability companies was also stated in the reversal in the interest of the law decision E.2018/833, K.2018/1722 of the Court of Cassation. This does not mean that any delay is insignificant in every case. [3][5]
Is it mandatory to hire a certified public accountant to inspect the books?
In a joint-stock company, TTK Article 437/4 provides that the inspection may also be carried out through an expert; it does not make the use of an expert mandatory. If expert assistance is needed to understand technical records, the authority, scope and confidentiality of that assistance must be clearly defined. [1]
Does winning an information claim result in money being obtained from the company?
The direct subject of this decision is the provision of information or the removal of an obstacle to inspection. A claim for dividends, compensation or any other monetary claim is assessed separately under its own conditions and route of application. [1]
Sources and legal bases
- Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), in particular Articles 4, 5, 5/A, 200, 392/1–6, 411–412, 437, 613–614, 617 and 1521. Ministry of Justice (Adalet Bakanlığı), UYAP Legislation and Case Law Program (UYAP Mevzuat ve İçtihat Programı), statute text.
- Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu), in particular Articles 6, 27, 189–190, 194, 199, 323, 326, 389–392 and 400–405. Ministry of Justice (Adalet Bakanlığı), UYAP Legislation and Case Law Program (UYAP Mevzuat ve İçtihat Programı), statute text.
- 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), March 7, 2018, E.2018/833, K.2018/1722, reversal in the interest of the law (kanun yararına bozma) decision. Hukuki Haber, full-text reproduction of the decision; Alomaliye, independent full-text reproduction.
- 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi), June 13, 2017, E.2016/1162, K.2017/3675, majority decision and dissenting opinion. Karamercan Hukuk, full-text reproduction of the decision.
- Topaloğlu, İsmail. “Current Issues Concerning Information and Inspection Rights of Limited Company Partners and Their Exercise Through the Courts” (Limited Şirket Ortaklarının Bilgi Alma ve İnceleme Hakkı ve Mahkeme Yoluyla Hakkın Kullanılmasına İlişkin Güncel Sorunlar), İstanbul Yeni Yüzyıl Üniversitesi Hukuk Fakültesi Dergisi, Vol. 3, No. 1, 2025, pp. 81–96; especially pp. 89–92. Full text of the article.
- Personal Data Protection Authority (Kişisel Verileri Koruma Kurumu). “Basic Principles on the Processing of Personal Data” (Kişisel Verilerin İşlenmesine İlişkin Temel İlkeler), KVKK Publications No. 99, June 2025, especially pp. 14–15. Authority publication.