Dividend Claim Against a Company: The Shareholder's Rights Against a Majority That Withholds Distribution

A company making a profit does not mean that a shareholder can immediately collect a dividend receivable. First the distributable resources are examined, then a valid distribution resolution and the payment date. Where a majority unlawfully blocks distribution, the protective remedies against the general assembly resolution come into play; where a distribution resolution exists but no payment is made, collection remedies against the company arise. This distinction changes the type of action and the deadline that must not be missed.[1][2]

This article focuses on disputes in joint-stock companies and limited liability companies that are not public. For general concepts, the explanations on shareholder dividend rights in joint-stock companies may also be consulted. In public companies, including publicly held companies whose shares are not traded on an exchange, the dividend rules of the Capital Markets Board also apply separately. The distribution ratios of that special regime cannot be carried over to all joint-stock and limited liability companies.[1][3]

When does the right to a dividend become a collectible receivable?

The abstract dividend right that comes with shareholder status is the opportunity to benefit lawfully from the company's profit. The concrete dividend receivable is, as a rule, the money claim against the company that becomes definite through the distribution resolution of the competent general assembly. In a joint-stock company, TTK Article 408/2-d, and in a limited liability company, Article 616/1-e, of the Turkish Commercial Code No. 6102 (TTK) count this decision among the non-transferable powers of the general assembly.[1]

Approving the balance sheet and distributing profit are different decisions. If the minutes only record the determination of the period's profit, its transfer to the retained earnings of prior years, or the acceptance of the financial statements, no payment commitment can be inferred from them. An oral explanation by the manager or an accountant's statement of account does not automatically replace a general assembly resolution either.

If the distribution resolution sets a later date, the claim becomes due on that date, meaning it can be demanded. If no payment time has been set, Article 90 of the Turkish Code of Obligations No. 6098 (TBK) and the characteristics of the relationship are considered. The arising of a claim, its falling due and the company's default are not the same event. For this reason, using only the general assembly date to calculate both limitation and interest may produce an incorrect result.[4]

How does the dividend calculation differ between limited and joint-stock companies?

The share ratio is not determined by the same method in both company types

In a joint-stock company, unless the articles of association provide otherwise, the calculation is proportional to the payments the shareholder has made to the company for their capital share. Validly granted privileges attached to share groups are also taken into account. In a limited liability company, however, the wording of TTK Article 608/2 takes the nominal value of the capital share as the basis, unless the company agreement provides otherwise; additional payment obligations that have been performed are added to this value. The joint-stock calculation should not be applied by disregarding this specific provision of the limited liability company rules.[1]

Where the registered capital has not yet been fully paid in a limited liability company, legal doctrine debates how the calculation should be made, and there is a view that defends an interpretation based on the payment ratio used for joint-stock companies. In such a file, no definitive calculation should be given without examining the contract, the payment schedule and the specific features of the dispute.[2]

For example, in a hypothetical limited liability company where two shareholders hold equal nominal shares but only one has performed a valid additional payment obligation, the calculation ratio may change once the company agreement is taken into account. Not every loan given to the company is an additional payment. Whether money a shareholder sent from a bank was capital, an additional payment or a loan must be determined from documents.

Distributable resources differ from the bank balance

In a joint-stock company, the net profit for the period and the free reserves are considered; in a limited liability company, the net profit for the period and the reserves set aside for distribution are considered. Setting aside the required reserves and the effect of past losses on the financial statements are taken into account. The existence of a loss in the current year does not justify rejecting every distribution possibility without examining the appropriate past sources. Conversely, the presence of money in a bank account does not prove that the money is legally distributable profit.[1]

In the calculation, the gross entitlement of the shareholder out of the total amount resolved for distribution, the deductions to be applied and any payments made in advance should be shown separately. The type and rate of the deduction are checked separately according to the payment period, the status of the entitled person and, where necessary, any applicable tax treaty. Net payments for different years should not be recalculated with a single fixed deduction rate.

On what grounds can a company refuse to distribute profit?

Distinguishing mandatory reserves from arbitrary accumulation

Under TTK Article 519, five percent of the annual profit is set aside as the general legal reserve until it reaches twenty percent of the paid-in capital. The distinction of reserves linked to distribution in the second paragraph of the same article and the special exceptions are also examined. In limited liability companies, the reference of TTK Article 610 to the financial statements and reserves is also taken into account.[1]

These provisions do not mean that each shareholder can unconditionally collect five percent of their capital every year. Whether TTK Article 519/2-c creates a minimum distribution obligation is debated in legal doctrine. The 2026 study by Gümüş and Baysal compares the views that defend an obligation with the views that treat the provision essentially as a reserve regulation. In practice, a definite receivable calculation should not be made solely on the basis of this percentage without examining the resolution and the distributable resources.[5]

Conditions for setting aside additional reserves in joint-stock and limited liability companies

In a joint-stock company, TTK Article 523/2 permits additional reserves to be set aside on criteria such as restoring assets, the interests of all shareholders, the company's continuous development and stable distribution. In a limited liability company, TTK Article 608/3 is particularly important: the need to cover losses or a seriously demonstrated investment need is assessed. In the second, investment-based option, the interests of all shareholders and the explicit statement of these matters in the company agreement are considered together.[1]

Therefore, a company's statement that "we will invest" is not, in itself, a sufficient explanation. Which investment, at what cost, on what timetable and with what financing should be asked. Likewise, a shareholder cannot eliminate the company's documented financing need merely by pointing to personal cash needs. The legal assessment is made through a concrete balance between the company's ability to continue its activities and the economic interests of the shareholders. In this connection, the subject Dismissal of a Limited Liability Company Manager should also be considered together.

How is it shown that the majority has abused its right?

To show that a non-distribution resolution is unlawful, the incompatibility between the resolution and the economic data must be demonstrated, rather than stating that "the majority does not want me." The repetition of the same reason across periods, the non-realization of a planned investment, the transfer of accumulated resources to related persons and the provision of financial benefit only to certain shareholders are assessed together.[1][2]

The documents that make the review concrete are:

• The financial statements for the relevant years, activity reports, dividend proposals and general assembly minutes.

• The current text of the company agreement, share records, capital payments and additional payment documents.

• Investment budgets, contracts, orders, credit maturities and realized expenditures.

• The grounds for payments made to shareholders and managers: salary, bonuses, loans and related-party transaction records.

• Information requests, the answers given, dissent statements and bank movements.

The company may point to unpaid receivables, near-term loan repayments or investments needed for its activity despite high accounting profit. These defenses must be compared with the records of the relevant period. The review should not be reduced to deciding whether the court considers one commercial investment more successful than another; it should explain whether the resolution rests on a real need and whether the interests of all shareholders have been taken into account.

In a collection action, the claimant must set out the resolution giving rise to the claim, their own right, the amount and the payment date. The company's defense of payment or set-off is examined on its supporting documents. The fact that the books are in the company's hands does not reverse the burden of proof entirely; the court may request the production of specific documents.[6]

Documents must be obtained by lawful means. A shareholder's right to information does not authorize unauthorized access to someone else's account, or the public disclosure of the company's customer and employee information. Documents submitted to an expert should have personal data unrelated to the dispute removed, and the records and periods under examination should be clearly stated. For readers facing a similar situation, the article Appointment of a Special Auditor for the Company may serve as guidance.

What to do when there is no distribution decision or a non-distribution decision has been taken

Information requests and general assembly initiatives

First it is determined whether there really is no decision, or whether the decision cannot be learned because access is blocked. The information and inspection rights under TTK Article 437 for joint-stock companies and Article 614 for limited liability companies are used together with the ways to call a meeting and set an agenda where necessary. The thresholds and procedures for the minority's right to call a meeting must not be confused with the rights held by a sole shareholder.[1]

The content of an information request should not be left at the level of "provide all the accounts." The period whose profit is under examination, the reserve account concerned and the general assembly resolution being reviewed should be stated. However, waiting for documents does not by itself stop the annulment period discussed below. The details of this stage are also discussed separately in the article Information and Inspection Rights in Limited and Joint-Stock Companies.

Annulment of the non-distribution resolution

For resolutions contrary to law, the articles of association or the principle of good faith, TTK Articles 445–446 apply; in limited liability companies they apply by reference from Article 622. An annulment action must be filed within three months from the date of the decision, against the company, before the commercial court of first instance at the company's headquarters. As a rule, this period does not restart merely because the general assembly minutes are obtained later.[1]

Attending the meeting, casting a negative vote and having the dissent recorded in the minutes is important. Different litigation requirements apply to the statutory exceptions concerning the call, the agenda, participation or voting rights, and the effect of the irregularity on the decision is also assessed. Merely abstaining, or sending an email after the meeting, does not in every case satisfy the required dissent condition.[1]

Not every low-distribution resolution is automatically tainted by nullity. Labelling an ordinary ground for annulment as "absolute nullity" in order to get past the three-month period does not form a safe route. The grounds for annulment and the grounds for nullity of a general assembly resolution should be separated according to the basis of the claim.

Does an annulment decision directly produce payment?

An annulment of the non-distribution resolution is not, by itself, a provision ordering the payment of a specific dividend amount. A new, lawful general assembly resolution may be required. For this reason, after the outcome of the case, the company's decision-making process should be followed separately.

Zeyrek's study considers together the weighted approach based on the non-transferable power of the general assembly and the view that defends exceptional intervention by the court in cases of persistent abuse. The statutory basis and limits of the second approach are debated. This view cannot be presented as meaning that in every annulment action the court will necessarily order the distribution of profit. Other routes, such as termination for good cause or withdrawal from a limited liability company, have their own conditions; non-payment for a single year does not automatically produce these results.[2]

From whom and by what route is an accrued dividend receivable claimed?

The debtor of a receivable arising from a distribution resolution is, as a rule, the company as a legal entity. A majority shareholder, a manager or an accountant does not become the personal debtor of the same receivable solely because of that capacity. The claimant is the holder of the relevant receivable. Where shares have been transferred, the resolution and transfer dates should be examined, together with whether the accrued receivable was transferred; the present shareholder register alone may not explain all receivables from past periods.[1][4]

A collection dispute arising from company law is heard by the commercial court of first instance. On territorial jurisdiction, the general rule based on the company's headquarters and any applicable special rules are examined. The mandatory (exclusive) jurisdiction provision on partnership relationships in Article 14/2 of the Code of Civil Procedure No. 6100 (HMK) must be assessed with respect to the relationships it lists; the same jurisdictional result should not be attached automatically to all shareholder claims. Nor should it be assumed that a shareholder can always file suit at their own place of residence.[1][6]

Under TTK Article 5/A, mediation must be applied for before an action for collection of a monetary claim and before an action to annul a commercial objection.[1][7] However, a request for annulment of a general assembly resolution alone is not in the same category as this monetary claim. If several claims are considered together, the litigation condition and time limit of each claim are examined separately.

An application for mediation should identify the correct trade name of the company, the relevant distribution resolution, the period, the amount requested and the start date of interest. If agreement is reached, the payment schedule, deductions, partial payments and the consequences of a breach should be written clearly. A general and vague release sentence should be reviewed to determine whether it also ends rights relating to other periods. For the subject in detail, the article Action for Annulment of an Objection may be consulted.

How are shareholders' current accounts and receivables of unknown amount assessed?

An account entry does not replace the legal basis

The statement "I am a creditor in the shareholders' current account" is not, by itself, an explanation of a dividend receivable. The recorded amount may be a loan given to the company, reimbursement of expenses, a manager's fee, or a profit resolved to be distributed. The basis, due date and payment history of each item should be separated. The entry is evaluated together with the commercial book entry, the supporting documents and the counterparty's records; the name of the account does not determine the legal characterization.[6]

If the company says "the shareholder owed us, we offset it," it must be examined when the counter-claim arose and whether the conditions for set-off (takas) were met. Not every payment made to a shareholder also discharges a dividend debt. The explanation of the transfer, the date of the resolution and the correspondence about the payment should be matched.[4]

The 2026 change: the old uncertain-claim formula should not be used

With Law No. 7589, HMK Article 107 was repealed on 31 July 2026, and a new fourth paragraph was added to HMK Article 109 on partial actions. Where part of a divisible claim has been sued, the demand may be increased once in the same action, until the end of the investigation, without being subject to the prohibition on expanding the claim; for the increased part, the limitation period is also deemed to have been interrupted on the date of the action.[8]

The transitional provision in Provisional Article 1, paragraph 10 of Law No. 7589 itself keeps the former HMK Article 107 in force for actions opened before the repeal date. Therefore, the procedure for an old file and the procedure for an action to be opened today should not be treated as the same. An increase of the demand is not a tool that completes a missing legal basis or creates a receivable without a distribution resolution. The available documents, the calculation of the initial amount requested and the scope of the remaining part should be clearly shown.[6][8]

From which date are interest and limitation calculated?

The prohibition on interest on capital does not remove default interest

In a joint-stock company, TTK Article 509, and for limited liability companies Article 609, prohibit interest on the registered capital; the exception for interest during the preparatory period is subject to separate conditions. By contrast, the delay on a money claim arising from a distribution resolution whose payment date has passed is different. The effect of a specific due date and of a formal notice is assessed within the framework of TBK Article 117 and TTK Article 10. It must be provable that the notice reached the company and which debt was demanded.[1][4]

Interest must be calculated by periods, applying the regulation in force for each relevant period. Law No. 7589 also changed the method for determining the statutory interest rate under Article 1 of Law No. 3095 on Statutory Interest and Default Interest. Therefore, applying a single rate from the past to all receivable periods is not correct. The type of commercial default interest, the scope of the claim and the applicable rate should be checked separately.[8][9]

The three-month annulment period and the five-year limitation period differ

For an accrued dividend receivable, the five-year limitation period under TBK Article 147/4 runs, as a rule, from the date the receivable falls due. If payment has been agreed in instalments, the due date of each instalment is examined separately. This period does not replace the three-month forfeiture period granted for annulling a general assembly resolution.[1][4]

A notice sent alone does not interrupt the limitation period. Causes of interruption, such as acknowledgment of the debt, partial payment, lawsuit or enforcement proceedings, are assessed under TBK Article 154. In mediation as a condition precedent to litigation, the limitation period is suspended from the application until the final minutes, and the preclusive period does not run; this effect is calculated by taking into account the scope of the dispute and the relevant legal provision. It should not be assumed that ordinary discussions or an irrelevant application preserve the annulment period.[4][7][10] For the broader framework, the article Statute of Limitations and Preclusive Periods may be read.

How are enforcement, interim protection and post-judgment collection carried out?

Enforcement proceedings without a judgment (ilamsız takip) may be initiated under appropriate conditions for a matured, due money claim. A general assembly minute is not a court judgment. If the company objects within the period, the enforcement stops; annulment of the objection or other routes appropriate to the nature of the document are then assessed. In an action for annulment of an objection, the one-year period is not the same as the limitation period for the merits of the claim. Mediation before enforcement and mediation as a condition precedent to litigation must not be confused either.[1][10]

Filing an annulment action does not by itself stop the resolution. A stay of execution under TTK Article 449 may be requested separately. Such a decision does not become a payment order depositing undistributed profit into the shareholder's account.[1]

To secure a matured money claim, precautionary attachment under Articles 257–259 of the Enforcement and Bankruptcy Law (İİK) may be considered. A claim that is due and not secured by a pledge and a claim that is not yet due are subject to different conditions. The existence of the claim and, where required, the grounds for attachment must be shown on a prima facie basis; the security to be provided and the liability that may arise from a wrongful attachment should be assessed. Mere distrust between shareholders is not enough.[10]

Where an interim protection order is obtained, the enforcement and the time limits for the supplementary action or proceedings must be followed separately. The effect of mediation on certain time limits does not mean that all time limits relating to the protection are suspended.[7][10]

A judgment in favour in a money claim action also does not guarantee that the company will pay voluntarily. Enforceability, appeals, the possibility of suspending enforcement and the company's assets are assessed separately. Court fees, expert fees, service costs, security and the risk of paying the opposing party's attorney's fees vary according to the amount claimed and the outcome. A litigation plan that calculates only the gross receivable and ignores costs and the ability to collect remains incomplete.

Do payments made to other shareholders give a right to claim the same amount?

First the nature of the payment must be determined. A fee for genuine services, or the repayment of a debt owed to the company, is not the same as a dividend. On the other hand, a disproportionate transfer under the guise of remuneration, the company's bearing of a majority shareholder's personal expenses, or an unfounded related-party transaction may require a separate liability assessment.

TTK Article 511 links the grant of an earnings share (kazanç payı) to the board members of a joint-stock company to the reserve distinction and to certain distribution conditions for shareholders. It is not correct for this provision to apply automatically to every salary and attendance fee (huzur hakkı). Compensation sought for damage caused to the company within the scope of company managers' liability does not automatically become a shareholder's personal dividend claim; the company's damage and any personal damage must be separated.[1]

The fact that an unlawful distribution was made in favour of other shareholders does not create a right to demand the repetition of the same unlawful payment. For joint-stock companies, TTK Article 512, and for limited liability companies, Article 611, set different refund conditions. In a limited liability company, good-faith refund obligations affect the scope and duration of the obligation; the joint-stock regulation cannot be copied verbatim. TTK Article 513 is a separate protection concerning certain payments by managers that exceed reasonable remuneration when the company is declared bankrupt. The obligors, beneficiaries and conditions of these routes should be determined independently of the shareholder's collection action.[1]

For challenging a decision, see the details in General Assembly Resolution Annulment. Where it is alleged that company resources were unlawfully transferred, the explanations on Liability of Company Managers may be considered together.

Conclusion

In a dividend dispute, the first task is not merely to show that the company made a profit, but to determine which decision exists, whether the receivable has arisen, and the payment date. A non-distribution resolution without reasons and a failure to pay an agreed payment require different remedies. While the minutes, the contract and the account records are reviewed together, the three-month annulment period must be protected separately.

A sound application combines a claim directed at the correct company, an account explained by period, the appropriate litigation condition and a post-decision collection plan. Applying the general explanations here to a specific file requires legal analysis based on the type of company and its documents.

Frequently Asked Questions

Can I immediately claim my share once the company announces a profit?

Announcing a profit is not sufficient on its own. The distributable resources, the company agreement, the resolution of the competent general assembly and the payment date must be examined. Multiplying the profit on the balance sheet by the share ratio, without a distribution resolution, does not show a collectible receivable in most files.[1]

Can the majority block distribution every year on the grounds of an investment?

The investment justification must be concrete and comply with the legal requirements of the relevant company type. Whether the investment is carried out, the financial need behind it and the interests of all shareholders are examined. Abstract statements repeated continuously are not exempt from review of unlawfulness.[1][2]

If I do not attend the general assembly, can I file an annulment action?

A shareholder who did not attend may bring an action under the conditions in TTK Article 446. Situations such as an irregular call or the unlawful prevention of attendance are important. Not attending a meeting does not give an unconditional right to object to every resolution; the three-month period must also be observed separately.[1]

Can I personally collect my dividend from the company's manager?

The party liable for a dividend debt is, as a rule, the company. Personal liability of a manager or a majority shareholder requires a separate legal basis and specific conditions. The damage a manager has caused to the company and the company's dividend debt to a shareholder are not the same claim.[1]

If I cannot access the accounts, can I file the old uncertain-receivable action?

The old HMK Article 107 formula should not be used for a new action; the article was repealed on 31 July 2026. The current HMK Article 109/4 on partial actions and the transitional provision protecting earlier actions should be considered together. In addition, an unknown amount must be distinguished from a claim that has not yet arisen.[6][8]

Does sending a formal notice interrupt the five-year limitation period?

A formal notice alone is not a cause of interruption. Acknowledgment of the debt, partial payment, lawsuit or enforcement and other legal grounds are assessed separately. The fact that a notice has effect for default purposes does not mean that it also interrupts limitation.[4]

Sources and legal bases

1. Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu) — Ministry of Justice UYAP Legislation. In particular Articles 4, 5, 5/A, 10, 408, 437, 445–450, 507–513, 519, 523, 553, 555, 608–611, 614, 616–617, 622, 644.
2. Cihan Zeyrek, On the Effectiveness of the Right to Receive Dividends in Joint-Stock and Limited Liability Companies (Anonim ve Limited Şirkette Kâr Payı Alma Hakkının Etkinliği Üzerine), TBB Dergisi, 2026, No. 182, pp. 235–280; in particular pp. 250–259 and 274–275.
3. Dividend Communiqué (Kâr Payı Tebliği) (II-19.1) — Capital Markets Board (Sermaye Piyasası Kurulu). In particular Articles 2–7.
4. Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu) — Ministry of Justice UYAP Legislation. In particular Articles 90, 117, 139, 147, 149, 154, 183.
5. Sena Gümüş and Deniz Mümin Baysal, Whether There Is an Obligation to Distribute Profit in Joint-Stock Companies and the Assessment of Dividend Policy from the Perspective of Corporate Governance (Anonim Şirketlerde Kâr Payı Dağıtma Zorunluluğu Bulunup Bulunmadığı Sorunu ve Kâr Dağıtım Politikasının Kurumsal Yönetim Anlayışı Bakımından Değerlendirilmesi), Hacettepe Hukuk Fakültesi Dergisi, 16(4), 2026, pp. 76–119; in particular pp. 86–89.
6. Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu) — Ministry of Justice UYAP Legislation. In particular Articles 6, 10, 14, 109, 190, 219–222.
7. Law No. 6325 on Mediation in Civil Disputes (Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu) — Ministry of Justice UYAP Legislation. In particular Article 18/A/15–16.
8. Law No. 7589 — Text adopted by the Grand National Assembly of Türkiye (TBMM). In particular Articles 10, 19, 20, Provisional Article 1/10 and Article 26. Official Gazette: 31 July 2026, No. 33326.
9. Law No. 3095 on Statutory Interest and Default Interest (Kanuni Faiz ve Temerrüt Faizine İlişkin Kanun) — Ministry of Justice UYAP Legislation. In particular Articles 1–2; together with Article 10 of Law No. 7589.
10. Enforcement and Bankruptcy Law No. 2004 (İcra ve İflas Kanunu) — Ministry of Justice UYAP Legislation. In particular Articles 62, 66–67, 257–259, 261, 264.