Turkey: General Assembly Meeting And Decision Quorums In Non-Public And Public Joint Stock Companies


In joint stock companies (in Turkish, "anonim şirket"), shareholders convene and adopt resolutions in the form of a General Assembly. General Assembly can hold ordinary or extraordinary meetings. Ordinary General Assembly meetings must be held within 3 months following the end of each fiscal year to discuss and resolve the issues mandated by the Turkish Commercial Code ("TCC") such as approval of the activity report and financial statements, release of Board of Directors members. Extraordinary meetings can be held whenever necessary.

The General Assembly is composed of all shareholders or their representatives (through proxies). The General Assembly is vested with the authority to amend the articles of association of the company, to elect or remove the Board of Directors members, auditors and liquidators, to determine the allocation of the net profit and dividends, to decide upon the remuneration of the Board of Directors members, to dissolve the company, to approve financial statements and moreover to make decisions regarding all matters which by the TCC or pursuant to the articles of association are to be resolved by the General Assembly, except for decisions which can only be taken by the Board of Directors.


2.1. General Quorum: Except for the decisions mentioned below in Articles 2.2 and 2.3 and unless a higher (cannot be lower) quorum is required by the articles of association (as drafted/amended by the shareholders), General Assembly meetings can be held with the presence of shareholders (or their proxies) owning shares which represent at least 1/4 of the capital of company. This meeting quorum must be maintained throughout the entire meeting. If the meeting quorum is not met in the first meeting, no meeting quorum will be required for the second meeting.

The decisions can be adopted with the majority of the votes that are represented in the meeting (both first and second).

2.2. Changing the Articles of Association: Except for the decisions mentioned below in Article 2.3 and unless a higher (cannot be lower) quorum is required by the articles of association, the articles of association can only be amended with the presence of shareholders (or their proxies) that hold shares which represent at least 50% of the capital of the company, in a meeting.

If the meeting quorum is not met in the first meeting, second meeting must be held within a month following the first meeting and in the second meeting, the required meeting quorum is the presence of shareholders (or their proxies) that hold shares which represent at least 1/3 of the capital of the company.

The decisions can be adopted with the majority of the votes that are represented in the meeting (both first and second).

2.3. Super Majority Exceptions:

2.3.1. Unanimity Requirement:Following decisions can only be taken with the consent of all shareholders (or their proxies) (required in all meetings):

  • Imposing liabilities or secondary liabilities on shareholders for the purpose of recovering balance sheet losses,
  • Moving the company headquarters abroad.

The articles of association cannot require a lower quorum.

2.3.2. %75 Requirement: Unless the articles of association requires a higher quorum (cannot be lower), following decisions can only be taken with the consent of shareholders (or their proxies) owning shares which represent at least 75% of the capital of the company (required in all meetings):

  • Change of company's purpose and subject,
  • Issuance of privileged shares,
  • Restriction on transfer of registered shares,
  • Capital decrease,
  • Collective sale of significant amount of assets,
  • Liquidation of the company.

2.3.3. The preemption right of the shareholders (to obtain newly issued shares in case of capital increase) can only be limited or abrogated with the affirmative votes of shareholders (or their proxies) owning shares that represent at least 60% of the capital of the company (required in all meetings).

2.3.4. Resolutions regarding revocation of liquidation can only be adopted with the affirmative votes of shareholders (or their proxies) owning shares which represent at least 60% of the capital of the company (required in all meetings).

2.3.5. Resolutions for merger and demerger may only be adopted with the affirmative votes of 3/4 of the shareholders present in the General Assembly meeting, provided they own shares that represent at least 1/2 of the capital of the company (required in all meetings).


3.1. General Quorum: Unless a higher quorum (cannot be lower) is required by the articles of association, the general quorum mentioned in Article 2.1 applies to public companies for all decisions except for those indicated in Articles 3.1 and 3.2 below.

3.2. Unanimity Requirement: In public companies, decisions regarding i) moving the company headquarters abroad and ii) imposing additional primary or secondary liabilities on the shareholders in order to recover the losses indicated in the balance sheet, can only be taken with the consent of all shareholders (or their proxies) (required in all meetings). The articles of association cannot require a lower quorum.

3.3. 2/3 Requirement: In public companies, unless a higher quorum (cannot be lower) is required by the articles of association, 2/3 of the shareholders present at a General Assembly meeting (who have right to vote) must consent to the decisions to adopt decisions (with no meeting quorum required) regarding i) limiting preemption rights of the shareholders, ii) granting authority to the Board of Directors to limit the preemption rights within the context of registered capital system, iii) capital decrease and iv) the decisions which are defined as "important decisions" according to the capital markets legislation such as merger, change of company type, dissolution, sale of all or significant amount of assets, delisting, acquiring or leasing significant amount assets within the context of affiliated transactions, material changes in the scope of activity, granting or changing the scope of privileges of the shareholders, etc.

However, in case at least 50% of the total shares (granting right to vote) of the company is represented in a meeting, the abovementioned decisions can be taken with the majority of such votes, unless a higher quorum (cannot be lower) is required by the articles of association.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.