General Assembly

Scope

The general assembly is the decision-making organ that forms the will of the shareholders in capital companies; shareholders exercise their rights regarding the company’s affairs in the general assembly, subject to statutory exceptions (TTK Article 407). In a joint-stock company, amending the articles of association, electing, granting release (ibra) to and removing the members of the board of directors, electing the auditor, the financial statements and the distribution of profit, and dissolving the company are among the non-transferable powers (TTK Article 408). A similar list for the limited liability company appears in TTK Article 616. In a joint-stock company with a single shareholder, that shareholder has all the powers of the general assembly, and decisions taken in this capacity must be in writing (TTK Article 408).

Practical Significance

In a joint-stock company, the ordinary general assembly meets within three months after the end of each operating period; an extraordinary meeting is held when necessary (TTK Article 409). Against decisions contrary to the law, the articles of association or the rule of good faith, the persons listed in the law may bring an annulment action before the commercial court of first instance (asliye ticaret mahkemesi) at the place of the company’s registered office within three months from the date of the decision (TTK Articles 445–446); decisions that remove a shareholder’s non-waivable rights or undermine the company’s fundamental structure are void (TTK Article 447). If provided for in the articles of association, participation and voting in the general assembly by electronic means have the legal consequences of physical participation (TTK Article 1527).

Commonly Confused Concepts

The general assembly is confused with the board of directors: the general assembly is the decision-making organ of the shareholders; the board of directors is the organ that manages and represents the company, and its members are appointed by the articles of association or elected by the general assembly (TTK Articles 359, 365). The term is also used outside company law: in an association, the general assembly is the highest decision-making organ, composed of the members registered with the association (Turkish Civil Code Article 73); the Civil General Assembly (Hukuk Genel Kurulu) and the Criminal General Assembly (Ceza Genel Kurulu) of the Court of Cassation (Yargıtay) are decision-making organs of the Court of Cassation (Court of Cassation Law No. 2797, Articles 3, 7).