I. Authorized Persons To Call The General Assembly Meeting in Generally

The persons authorized to call the general assembly meeting in joint stock companies are stated as follows in the Turkish Commercial Code: Even if the term has expired, the board of directors and liquidation officers in case of liquidation (TCC. Art. 410/1), Minority (TCC. article 410/1) and shareholders ( TCC. Art. 410/2). Except those; In case of bankruptcy, the bankruptcy administration (TCC. m. 534, 535/2) and the appointed trustee in case the company is left without an organ may also call the general assembly for a meeting.

II. Conditions For The Power Of A Single Shareholder To Call the General Assembly

This authority of the Single Shareholder is an exceptional authority and can be used with the permisson of the cour if the conditions are met[1]. Thus, this matter mentioned in the law as follows “In cases where the board of directors cannot meet regularly, the meeting quorum is not possible or does not exist, a single shareholder may call the general assembly meeting with the permission of the court. (TCC. Art. 410/2).

Based on the text of the article authorities of the shareholder is in the below[2]:

  1. To have a share
  2. Failure of the Board of Directors to Convene Continuously
  3. Failure to Establish Meeting Quorum
  4. Non-Existence Of The Board Of Directors

Failure to meet these conditions is reasons for rejection in terms of the court’s permission. As a matter of fact, the 11th Civil Chamber of the Supreme Court of Appeals expressed this issue as follows in a decision (B. 2015/11101 D. 2016/5698 D. 25.5.2016):

“As a result of the examination made by the court over the claim and the file, even a single shareholder may request a general assembly meeting, pursuant to Article 410/2 of the TCC No. 6102, but this call is subject to the condition that the board of directors cannot convenecontinuously, as clearly stated in the text of the article, It was decided to reject the case onthe grounds that the aforementioned issue did not occur in the concrete case, the general assembly meeting was held shortly before the request, the establishment of the current board of directors was also a short time ago with the unanimous vote of all the partners, therefore, the legal conditions of the claimant’s request were not met and it could not be considered in good faith.

Upon the appeal of the decision by the plaintiff, with the additional decision dated 14.4.2015, it was decided to reject the appeal since the decision was final in accordance with Articles 410 and the following of the TCC No. 6102.The additional decision given by the court was appealed by the claimant. According to the information and documents in the case file, there is no procedural and unlawful aspect in the discussion and evaluation of the evidence based on the justification of the court decision, all the appeal objections of the claimant’s attorney are not appropriate.”

III. Finality of the Court’s Decision

The court’s decision is final. (TCC. art. 410/2). This point has also been stated in the Supreme Court Decisions.

The plaintiff party filed this lawsuit with a request for permission and injunction to convene the general assembly meeting, and the court decided to reject the lawsuit with a written justification. Pursuant to Article 410/2 of the TCC No. 6102, since the decision made on the request for permission to call the general assembly meeting of the partner is final and the decision regarding the request for injunction, it was decided to reject the appeal of the plaintiff’s attorney, since it is not possible to appeal such decisions according to the decision to combine the jurisprudence.”. (Court of Appeals, 11. CC., B 2014/12405, D. 2014/19708, D. 15.12.2014).,

The case is about the request for permission to convene the general assembly of the defendant company based on Article 410/2 of the Turkish Commercial Code No. 6102, and the court’s decisions on this matter are final in accordance with the specified law (Court of Appeals 11. CC., B. 2014/14685, D. 2015/203, D. 13.01.2015)

[1] Özge Karaege, “Anonim Şirketlerde Tek Pay Sahibinin Genel Kurulu Toplantıya Çağrı Yetkisi (TTK m. 410/II)”, Gazi Üniversitesi Hukuk Fakültesi Dergisi, C. XIX, Y. 2015, S. 4, s. 101.

[2] bkz.: Hilal Üner Özcan, Anonim Şirketlerde Pay Sahibinin Genel Kurulu Toplantıya Çağırma Yetkisi (Yüksek Lisans Tezi),  İstanbul Ticaret Üniversitesi Sosyal Bilimler Enstitüsü, 2017, s. 43 vd.

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