Annulment and Nullity of General Assembly Resolutions in Türkiye: The Three-Month Forfeiture Period, the Minuted Dissent, Void Resolutions, the Stay of Execution and the Rules for Limited Companies (TCC 445-451, 622)
The general assembly has met, the majority has voted a capital increase, a decision not to distribute profits or the release of the board, and the resolution has been minuted. For the shareholder who was outvoted, the partner who could not attend, or the board member who sees that carrying out the resolution will expose him to personal liability, that is the moment at which one of the shortest and most unforgiving periods in the Turkish Commercial Code begins to run: three months from the date of the resolution. This article explains the conditions of the annulment action, who may bring it, which resolutions are void rather than voidable, what the action does to the company, and how the rules apply to limited companies, following the text of the Code as in force in September 2026.
1. Annulment and Nullity: Two Defects, Two Routes
The Turkish Commercial Code (Türk Ticaret Kanunu, TCC No. 6102) provides two different routes against a defective general assembly resolution, and confusing them is enough to lose the case. Annulment (iptal) is the setting aside by the court, in an action brought in time, of a resolution that is contrary to the law, the articles of association or the duty of good faith but that the legal order treats as valid until set aside; if no action is brought, the resolution becomes final and binds everyone. Nullity (butlan) is the resolution's being void from the outset; it applies to the serious defects listed in TCC 447, is not subject to any time limit, and the court's judgment merely declares it.
In practice both routes are pleaded in the same petition: the claimant asks the court first to declare the resolution void and, failing that, to annul it. The reason is that TCC 447 keeps the grounds of nullity narrow, while TCC 445 keeps the grounds of annulment wide. Which route a resolution falls into is determined by the nature of the defect: a resolution contrary to the capital maintenance rules is void; a resolution passed at a meeting that was defectively convened is voidable.
Both actions are brought against the company, and the commercial court of first instance (asliye ticaret mahkemesi) of the place of the company's seat has jurisdiction (TCC 445). Because their subject-matter is not a sum of money, annulment and nullity actions fall outside the mandatory pre-action mediation of TCC 5/A; the petition is filed directly with the court.
2. The Grounds of Annulment and the Three-Month Forfeiture Period (TCC 445)
TCC 445 provides that the persons listed in Article 446 may bring an action for annulment, within three months of the date of the resolution, before the commercial court of first instance of the company's seat, against general assembly resolutions that are contrary to the law, the articles of association or, in particular, the duty of good faith. The three groups of grounds are wide. Contrariety to the law covers every mandatory and default rule of the Code, from meeting and voting quorums and the convening procedure to the shareholder's voting right and right to dividends; contrariety to the articles covers the quorum, super-majority and agenda rules in the company's own constitution; contrariety to the duty of good faith covers resolutions that are formally flawless but in which the majority has used its power to harm the minority.
The duty of good faith is in practice the most frequently invoked and the most contested ground. A capital increase that the company does not need but that is set at a level the minority cannot follow, a policy of never distributing profits so that they accumulate in a company the majority runs, and the general assembly's approval of transactions between the majority shareholder and the company are the resolutions examined under this heading. The test is whether the resolution serves the company's interest or the majority's personal interest; the court does not review the company's business decisions for their merits, but it does review whether the majority's power has been abused.
The period is three months and runs from the date of the resolution, not from its registration, publication or notification to the shareholder. It is a forfeiture period: the court takes it into account of its own motion, a period that has run cannot be revived, and under TCC 448(2) the court may not begin the hearing before the three months have expired. That last rule exists so that all actions against the same resolution can be gathered and heard together; where several annulment actions are brought they are joined.
3. Who May Sue: The Minuted Dissent and the Four Groups of Claimants (TCC 446)
TCC 446 lists the persons who may bring the annulment action in four paragraphs, each with its own condition.
(a) A shareholder who attended the meeting, voted against the resolution and had the dissent recorded in the minutes. This is the group into which most claimants fall, and it has two cumulative conditions: a negative vote and a dissent recorded in the minutes. A shareholder who voted against but did not have the dissent minuted, who abstained, or who left the meeting before the vote cannot sue under this paragraph. The dissent is entered at the meeting, before the minutes are signed, not after the date of the resolution, and it identifies which resolution is opposed and on what ground. A shareholder suing under this paragraph may rely on every kind of contrariety to the law, the articles or the duty of good faith.
(b) A shareholder, whether or not he attended and whether or not he voted against, who alleges that the meeting was not properly convened, that the agenda was not duly published, that persons or representatives not entitled to attend took part and voted, that he was wrongfully denied attendance or voting, and that those defects affected the adoption of the resolution. This is the route for the shareholder who could not attend or who attended without minuting a dissent; but the grounds are limited to the four procedural defects, and for each of them it must be shown that the defect influenced the resolution, that is, that without it the resolution would not have been adopted or would have been adopted differently.
(c) The board of directors. The board as an organ, by board resolution, may sue against a general assembly resolution it considers contrary to the company's interest. (d) Each board member, where carrying out the resolution would engage his personal liability. This paragraph allows a member who would have to implement, for instance, a dividend resolution that breaches the capital maintenance rules to have it annulled before implementing it; the member need not be a shareholder.
The Code gives no right of action under TCC 446 to creditors, to managers who are not board members or to the Ministry; their ability to invoke the grounds of nullity is preserved by TCC 447.
4. Void Resolutions: The Defect Without a Time Limit (TCC 447)
TCC 447 provides that the general assembly's resolutions are void in particular in three cases: (a) resolutions that restrict or remove the shareholder's inalienable rights to attend the general assembly, to a minimum vote, to sue, and the other inalienable rights arising from the law; (b) resolutions that restrict the shareholder's rights to information, inspection and audit beyond the extent permitted by law; (c) resolutions that alter the basic structure of the joint-stock company or that infringe the provisions on the maintenance of capital. The words "in particular" show that the list is not exhaustive and that the general grounds of nullity of the Code of Obligations, such as contrariety to mandatory rules, morality and public policy, also apply.
Nullity differs from annulment in three practical respects. First, there is no time limit: a declaration that a resolution is void may be sought at any time and the three-month period does not apply, although the claim of a shareholder who has remained silent for a long time is tested against the duty of good faith. Second, the circle of claimants is wide: nullity may be invoked by anyone with a legal interest, including a shareholder who did not minute a dissent, a creditor and a manager, and the court takes it into account of its own motion in any dispute before it. Third, the judgment is declaratory: the court does not set the resolution aside but finds that it never had effect.
The price of that breadth is a narrow reading of the grounds of nullity. Majority resolutions that harm the minority without touching the capital or the inalienable rights fall into the annulment route; a shareholder who has missed the deadline and brings the same resolution to court dressed as a nullity claim usually fails. That is why the three-month period is the one not to miss, unless the grounds of nullity are certain.
5. What the Action Does to the Company: Publication, Security, Joinder and the Stay of Execution (TCC 448-449)
When an annulment or nullity action is filed, the board must publish, in the proper form, the fact that the action has been brought and the date of the hearing, and must post it on the company's website (TCC 448(1)). Publication informs other shareholders who wish to sue against the same resolution and allows the actions to be joined; under TCC 448(2), where more than one annulment action is brought they are joined and heard together, and the hearing may not begin before the three-month period has expired.
The court may, at the company's request, order the claimants to give security against the company's probable loss; the court determines the nature and amount of the security (TCC 448(3)). Security is a brake on claimants who abuse the right of action to keep the company in uncertainty, and at the same time a guarantee of the liability in TCC 451; the court sets it by reference to the seriousness of the action and the loss the company would suffer from a delay in implementing the resolution.
Filing the action does not by itself suspend the resolution. Under TCC 449 the court may, after hearing the board members, order that the execution of the contested resolution be stayed. This is an interim measure that halts, until the end of the case, the registration of a capital increase, the payment of a dividend or the implementation of an amendment to the articles, and it rests on this special provision rather than on the general rules of interim injunctions; because the board's views must be heard, the application for a stay should be made with the petition and with reasons, showing that implementation would produce irreversible consequences.
6. The Effect of the Judgment, Its Registration and the Bad-Faith Claimant (TCC 450-451)
A court judgment annulling a general assembly resolution or declaring it void takes effect for all shareholders once it becomes final (TCC 450). The action produces consequences not only for the claimant but for the company and all its members, which is why actions against the same resolution are joined and decided by a single judgment. The board must register a copy of the judgment in the trade registry at once and post it on the website. Registered consequences of the annulled resolution, such as a registered capital increase or amendment to the articles, are struck from the registry on registration of the judgment.
The Code also guards against abuse of the right of action: where an annulment or nullity action is brought against a general assembly resolution in bad faith, the claimants are jointly and severally liable for the loss the company suffers as a result (TCC 451). Bad faith is not the same as losing: what is required is that the claimant knew or ought to have known that the resolution was lawful and sued in order to pressure the company, delay a transaction or sell his shares at a premium. The security ordered under TCC 448(3) makes that liability enforceable.
If the action is dismissed, the resolution becomes final and no new action may be brought against it on the same grounds; if it succeeds, the matter that was annulled may be decided again at a properly convened general assembly. Annulment prevents the implementation of the defective resolution, not the company's taking a decision on the subject.
7. Annulment and Nullity at a Glance
| Question | Annulment action (TCC 445-446) | Nullity (TCC 447) |
|---|---|---|
| Ground | Contrariety to the law, the articles or the duty of good faith | Removal of inalienable rights; restriction of information and inspection rights beyond the law; alteration of the basic structure; breach of capital maintenance; general grounds of nullity |
| Time limit | Three months from the date of the resolution, forfeiture; no hearing before expiry (TCC 448(2)) | None; limited by the duty of good faith |
| Claimant | Shareholder who voted against with minuted dissent (any ground); any shareholder alleging a procedural defect; the board; a board member whose liability is engaged | Anyone with a legal interest; the court raises it of its own motion |
| Court | Commercial court of first instance of the company's seat; no mandatory mediation (outside TCC 5/A) | Same |
| Effect of filing | No automatic suspension; stay of execution under TCC 449; publication and security (TCC 448) | Same; judgment declaratory |
| Effect of judgment | Binds all shareholders once final; registration and website (TCC 450) | Same; void from the outset |
| Bad-faith action | Joint and several liability for the company's loss (TCC 451) | Same |
| Limited company | Applied by analogy (TCC 622) | Applied by analogy (TCC 622) |
The table also shows how the petition is built: a declaration of nullity first where a ground exists, annulment in time in the alternative, and in either case a reasoned application for a stay under TCC 449, prepared for the hearing of the board's views.
8. Limited Companies and the Sequence for Foreign Shareholders (TCC 622)
TCC 622 provides that the Code's provisions on the nullity and annulment of joint-stock company general assembly resolutions apply by analogy to limited companies. In a limited company the "general assembly" is the general assembly of partners, the "board" is the managers and the "shareholder" is the partner; the three-month period, the minuted-dissent condition, the grounds of nullity, publication and security, the stay of execution and registration apply in the same way. Since most foreign-owned companies in Türkiye are limited companies, the rules in this article are in practice most often used against resolutions of the partners' general assembly.
Before the meeting. Check the agenda and the notice against the time and form rules in the articles; a defective notice is the basis both of an action under TCC 446(1)(b) and of a decision not to attend. If you will attend, instruct the representative who will cast the vote not only to vote against but to have the dissent minuted; a negative vote without a minuted dissent closes the action under TCC 446(1)(a).
At the meeting. Vote against and have the dissent recorded in the minutes with the number of the resolution and the reasons; obtain a signed copy of the minutes.
After the meeting. Calendar three months from the date of the resolution and do not wait for the last day, because the application for a stay under TCC 449 must be examined before the resolution is implemented. Plead the declaration of nullity and the annulment together, make the stay application with reasons, and be prepared for the company's request for security. When the judgment becomes final in your favour, ask the board to register it and post it on the website; TCC 450 makes that the board's duty.
The action against a general assembly resolution is the minority's most effective and shortest-lived instrument in Turkish company law. The three-month period and the minuted-dissent condition tie the exercise of the right to the day of the meeting; a foreign shareholder who arrives prepared can have the court reverse not every resolution of the majority, but every resolution that steps outside the law and the articles.
Frequently asked questions
What is the deadline for challenging a general assembly resolution, and when does it start?
Three months, running from the date of the resolution (TCC 445), not from its registration, publication or notification to you. It is a forfeiture period that the court applies of its own motion, and under TCC 448(2) the hearing may not begin before the three months have expired. Grounds of nullity (TCC 447) are not subject to any time limit.
I voted against at the meeting but did not have my dissent minuted. Can I sue?
Not under TCC 446(1)(a), which requires both the negative vote and a dissent recorded in the minutes. You may, however, sue under TCC 446(1)(b), regardless of whether you attended or how you voted, by alleging that the meeting was defectively convened, that the agenda was not duly published, that unauthorised persons voted or that you were wrongfully denied attendance, and that the defect affected the resolution. If the resolution is void under TCC 447, a declaratory action may be brought at any time.
Which general assembly resolutions are void rather than voidable?
Under TCC 447, in particular resolutions that restrict or remove the shareholder's inalienable rights to attend, to a minimum vote, to sue and the other inalienable statutory rights; that restrict the rights to information, inspection and audit beyond what the law permits; or that alter the basic structure of the joint-stock company or breach the capital maintenance rules. Nullity is not time-limited and may be invoked by anyone with a legal interest.
Does the resolution continue to be implemented once I have sued?
Yes, filing does not suspend it. Under TCC 449 the court may, after hearing the board members, order that the execution of the contested resolution be stayed. The application should be made with the petition and with reasons; the court may also, at the company's request, order the claimants to give security (TCC 448(3)).
Can I sue against a general assembly resolution as a board member?
Yes, in two ways. The board as an organ may sue by board resolution (TCC 446(1)(c)). In addition, where carrying out the resolution would engage your personal liability, you may sue alone, even if you are not a shareholder (TCC 446(1)(d)).
Do these rules apply to limited companies as well?
Yes. TCC 622 provides that the provisions on the nullity and annulment of joint-stock company general assembly resolutions apply by analogy to limited companies. The three-month period, the minuted-dissent condition, the grounds of nullity, the stay of execution and registration apply in the same way to resolutions of the partners' general assembly.
What happens if the action is lost?
The resolution becomes final and no new action may be brought on the same grounds. If the action was brought in bad faith, the claimants are jointly and severally liable for the loss the company suffered as a result (TCC 451), and the security the court ordered under TCC 448(3) guarantees that liability. A claimant who loses in good faith bears only the costs of the proceedings.
