Annulment of General Assembly Resolutions

Where a resolution adopted at a company's general assembly is contrary to the law, the articles of association, or the principle of good faith, an annulment action can be brought against that resolution.

Grounds for Annulment

Under Article 445 of the Turkish Commercial Code (TTK), an annulment action can be brought against general assembly resolutions that are contrary to the law or the articles of association, and in particular to the principle of good faith. Commonly encountered grounds in practice include a defective meeting notice, a resolution adopted on a matter not on the agenda, and disregard of minority shareholder rights.

Who Has Standing to Sue?

Under TTK Art. 446, an annulment action may be brought by shareholders who were present at the meeting, voted against the resolution and had their opposition recorded in the minutes; by shareholders who were unable to attend because they were not properly invited; by the board of directors; and by individual board members.

The Filing Deadline

An annulment action must be filed within three months of the date the resolution was adopted. This deadline is a limitation period; if missed, the resolution becomes valid as far as annullability is concerned.

The State of Nullity: Its Difference From Annulment

Under TTK Art. 447, resolutions that restrict or eliminate a shareholder's inalienable rights — such as the right to attend the general assembly — are null and void; a claim of nullity is not subject to any deadline and may be raised by anyone at any time. This is the key difference from an annulment action, which is subject to the three-month deadline.

Practical Recommendations

If you oppose a resolution at a general assembly meeting, make sure your negative vote and the reasons for it are clearly recorded in the minutes — this is the fundamental basis for any later annulment action. Given the shortness of the three-month deadline, it is advisable to have your objection assessed by a lawyer as soon as possible.

This article is for informational purposes only and does not constitute legal advice. Please contact our team regarding your specific situation.