General Assembly

Also known as: Shareholders' Meeting, General Meeting, Ordinary General Assembly, Extraordinary General Assembly, Genel Kurul

Author Ali Gül

In short

The company organ in which shareholders or partners meet to decide on the company's fundamental matters, holding non-delegable powers.

The general assembly is the organ in which shareholders, or partners in a limited liability company, decide on the company’s fundamental matters. Powers such as amending the articles, electing the management body and deciding on dividends belong to the general assembly and cannot be delegated to another organ (TCC Art. 408).

Non-delegable Powers

Amending the articles of association,
Electing and removing board members,
Electing the auditor,
Approving financial statements and dividend distribution,
Release of board members,
Dissolution, merger, demerger and change of legal form,
Bulk sale of a substantial part of the company’s assets.

Ordinary and Extraordinary Meetings

The ordinary general assembly meets within three months of the end of each financial year and discusses financial statements, release of the board and dividends (TCC Art. 409). Extraordinary meetings are held when the company’s business requires.

Notice and Meeting

In a joint stock company, the general assembly is convened at least two weeks before the meeting, excluding the announcement and meeting days, as set out in the articles, on the website and in the Turkish Trade Registry Gazette.
A meeting without notice may be held unless any shareholder objects.
Minority shareholders have the right to call a general assembly and add items to the agenda.
Meetings may also be held electronically; the electronic general assembly system is mandatory for listed companies.
In certain cases listed in the law and regulation, a Ministry of Trade representative must attend.

Quorums

Unless the Code or articles provide otherwise, a joint stock company’s general assembly meets with holders of shares representing at least one quarter of the capital, and resolutions are passed by a majority of votes present. If the quorum is not met at the first meeting, no quorum is required at the second. Higher quorums apply to amendments to the articles and certain significant decisions.

Resolutions contrary to the law, the articles or good faith may be challenged by an annulment action; see Annulment of General Assembly Resolutions.

Frequently Asked Questions

When must the ordinary general assembly be held?

Within three months of the end of each financial year. For companies using the calendar year, this period ends at the end of March.

Can a general assembly meet without notice?

Yes. Unless any holder of shares or their representative objects, the general assembly can meet and resolve without following the notice procedure. This is called a general assembly without notice.

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