What is a general assembly (company law)?
In company law, the general assembly (in Türkiye, genel kurul) is the meeting of a company’s shareholders — the organ through which owners exercise their core rights: approving financial statements, electing and discharging the board, deciding dividends, amending the articles of association, and approving mergers, capital changes or dissolution.
How it works in a Turkish A.Ş.
The ordinary general assembly must convene within three months of the financial year-end; extraordinary meetings are called whenever needed. The board convenes the meeting; shareholders representing at least one-tenth of capital (one-twentieth in listed companies) can require it. Since 2012 companies may hold fully electronic general assemblies, and a Ministry representative attends only in defined cases (e.g. amendments requiring permission). Default quorum for ordinary matters is one-quarter of capital, with decisions by majority of votes present — but the TTK sets aggravated quorums for structural decisions, and the articles can raise (rarely lower) them.
Why VCs care about it
Everything negotiated in a term sheet ultimately has to survive a general assembly: reserved matters lists are implemented as aggravated GA quorums in the articles, investor consent rights piggyback on GA mechanics, and a badly called meeting can void decisions — Turkish courts annul GA resolutions for call-procedure defects. In diligence, missing GA books and unregistered resolutions are among the most common findings.
General assembly vs. board of directors?
The GA is the owners’ organ and decides the matters the law reserves to it; the board manages and represents the company in everything else. Neither can validly exercise the other’s inalienable powers.
Can shareholders act without a physical meeting?
In an A.Ş., yes via the electronic system; in a limited şirket, written (circular) resolutions are also possible if no shareholder requests a meeting.
Related: quorum, joint stock company.