What is the general assembly?
The general assembly is the shareholders’ decision-making body of a Turkish company, where the fundamental corporate decisions are taken: approving financial statements, distributing profit, electing and discharging the board, amending the articles of association, capital increases and decreases, mergers and dissolution. In a joint stock company (anonim şirket) and a limited company (limited şirket) alike, powers reserved to the general assembly cannot be delegated to management.
How general assemblies work in Türkiye
The ordinary general assembly must convene within three months of the financial year end, so for calendar-year companies by the end of March. Extraordinary meetings are called whenever a reserved matter arises: a funding round requiring a capital increase and amended articles is the classic startup trigger. The mechanics that decide validity are the call procedure and quorums: proper notice to shareholders, the meeting and decision quorums set by the Commercial Code or heightened by the articles, and, where required for certain companies, a ministry representative. Electronic participation is available through the central MERSIS-linked e-GKS system for companies that adopt it.
Why it matters in venture deals
Every priced round in Türkiye runs through a general assembly: the capital increase, the new share classes and the amended articles all require shareholder approval, and investor rights letters typically dictate the exact wording. Defective calls or missed quorums create annulment risk under the Commercial Code, which is why closing checklists treat assembly formalities as conditions, not paperwork. Minority rights also live here: shareholders holding ten percent (five percent in listed companies) can force items onto the agenda or demand a call.
What is the deadline for the annual general assembly in Türkiye?
Within three months after the financial year closes. Missing it does not invalidate the company’s operations but exposes directors to liability and blocks profit distribution until held.
Can general assembly decisions be challenged?
Yes. Shareholders who voted against and had their dissent recorded, or who were affected by call defects, can sue for annulment within three months; decisions violating mandatory rules can be void without a deadline.
Is a general assembly needed for a funding round?
Almost always. Capital increases and article amendments are reserved matters, so the round’s closing includes an assembly with the investor-agreed text. Board-only closings exist only within a registered capital system adopted in advance.
Related terms: articles of association, capital increase.
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