Quick answer: A Turkish limited liability company (LLC / Ltd. Şti.) should hold its ordinary General Assembly within three months after the end of each financial year. Managers call the meeting, and the standard notice period is at least 15 days, unless the Articles validly extend that period or shorten it to no less than 10 days. Voting thresholds depend on the decision.
This guide explains the annual General Assembly procedure. For the broader division of powers between shareholders and managers, use Turkey LLC Corporate Governance.
Annual General Assembly Timeline
| Step |
General rule |
What to check |
| Financial year closes |
Usually 31 December for calendar-year companies |
Whether the company uses a special accounting period |
| Ordinary General Assembly |
Within three months after financial-year end |
For a calendar-year company, this normally means by 31 March |
| Meeting notice |
At least 15 days before the meeting |
Articles may extend the period or shorten it to 10 days |
| Post-meeting filings |
Only where the decision or transaction requires registration/announcement |
Do not assume every annual resolution must be registered |
Key distinction: The annual General Assembly is a corporate-governance requirement. Trade Registry filing is a separate question that depends on what the meeting actually decided.
What Is Usually on the Annual Agenda?
The exact agenda depends on the company, but ordinary annual matters commonly include:
- review and approval of annual financial statements;
- review of the annual activity report where applicable;
- decision on profit distribution or retention;
- manager remuneration where relevant;
- manager release (ibra) where it is to be considered;
- manager appointment or term matters if needed;
- other shareholder decisions that belong on that year’s agenda.
The meeting should not be used to approve matters that shareholders have not been properly informed about where notice/agenda rules require advance disclosure.
Prepare the agenda and supporting records before the annual General Assembly notice is sent.
Who Calls the Meeting?
Under Article 617 of the Turkish Commercial Code, managers call the General Assembly. Extraordinary meetings can also be called when required by the Articles or circumstances.
For a foreign-owned company, the practical preparation should begin before the formal notice date so that financial statements, proposed resolutions and any shareholder authority documents are ready in time.
Single-Shareholder LLC: Is a Meeting Still Needed?
A single shareholder exercises all General Assembly powers. The Turkish Commercial Code specifically requires the sole shareholder’s General Assembly decisions to be in writing for validity.
This makes the process simpler, but it does not mean the company should skip documentation. Annual financial approval, profit decisions, manager decisions and other shareholder-level actions should still be recorded in the correct form.
Ordinary Voting Rule
Unless the law or Articles provide otherwise, Article 620 states that General Assembly decisions—including elections—are taken by the absolute majority of votes represented at the meeting.
This is the default rule. Do not apply it automatically to every major corporate change.
Important Decisions Use a Higher Threshold
Article 621 requires a higher threshold for specified important decisions. For those listed matters, the decision generally requires both:
- at least two-thirds of the votes represented; and
- the absolute majority of the entire voting share capital.
Examples in Article 621 include changing the company’s business purpose, introducing privileged voting shares and certain restrictions or changes concerning share transfers. Other transactions—such as mergers, divisions, conversions, capital transactions or dissolution—can be governed by additional specific provisions and should be checked under the exact transaction rather than forced into one universal voting table.
Who Cannot Vote on Certain Matters?
Voting rights can be restricted for conflicts specified by law. For example, Article 619 prevents persons who participated in company management from voting on their own release from liability.
That is why “simple majority” calculations must first identify which votes are legally entitled to be cast on that agenda item.
Can Shareholders Decide Without Physically Meeting?
Yes, in appropriate circumstances. Turkish company law permits circular decision-making, and the Ministry of Trade has added a MERSİS General Assembly Decision Module for qualifying LLCs.
Under TCC Article 617/4, a circulation-type decision is available only if no shareholder requests oral deliberation, and the same proposal must be submitted to all shareholders for approval. Where all shareholders are natural persons with e-signatures, a shareholder can prepare the draft resolution in MERSİS and circulate it electronically to the other shareholders for their e-signed positions under the applicable procedure.
This is particularly useful when shareholders are in different countries or cities.
Official reference: Ministry of Trade MERSİS guidance.
2026 ETDS Record-Keeping Point
For companies whose incorporation is registered from 1 January 2026, the Ministry requires the share ledger and General Assembly meeting and negotiation book to be kept through the Electronic Commercial Book System (ETDS). For an LLC, a separate managers’ board resolution book remains optional; if no separate managers’ book is kept, managers’ decisions are recorded in the General Assembly meeting and negotiation book under the applicable framework.
This changes the corporate-record medium, not the substantive annual General Assembly rules. The company still has to apply the correct timing, call or valid circulation procedure, voting threshold and registration consequence for the actual decision.
Proxy Participation From Abroad
A shareholder may be represented by another person where the applicable corporate and authority requirements are satisfied. The exact form of proxy authority should be checked for the meeting and the shareholder’s circumstances.
Do not assume that every foreign proxy requires the identical notarisation/apostille route. The correct route can depend on:
- where the document is signed;
- whether Türkiye and the issuing country use the apostille route;
- whether Turkish consular legalisation is used instead;
- the wording and scope of the authority;
- whether the original or a translated/notarised version is required for the intended filing.
For document preparation, see Power of Attorney for Turkey.
What Documents Should Be Prepared?
The exact pack depends on the company and agenda, but a practical annual file may include:
- meeting call / notice evidence where applicable;
- agenda;
- shareholder / representation information;
- annual financial statements;
- annual activity report where applicable;
- draft resolutions;
- attendance or representation records;
- signed minutes / written decisions;
- supporting documents for any corporate change being approved.
Not every item is automatically a Trade Registry submission document. The filing pack should be built around the specific transaction.
Which Annual Decisions Need Trade Registry Filing?
Routine approval of annual financial statements does not mean every annual meeting is automatically a registry-change filing. Registry attention is typically triggered when the meeting changes or approves information that must appear in the commercial register.
| Decision |
Registry question |
| Approve annual financial statements |
Usually an internal annual governance decision; check other filing obligations separately |
| Profit distribution |
Generally not a company-data change by itself |
| Appoint/remove manager |
Registration/announcement requirements can apply |
| Change representation authority |
Registration/announcement normally relevant |
| Amend Articles of Association |
Registration is relevant |
| Capital change |
Separate statutory and Trade Registry procedure applies |
| Registered address change |
Separate MERSİS/Trade Registry procedure applies |
Do not use a blanket “15 days from every General Assembly decision” rule. Filing deadlines can depend on the particular registered transaction and applicable regulation.
Only decisions that trigger a registrable corporate change should be routed into the appropriate Trade Registry filing process.
Manager Release (İbra): Do Not Oversimplify It
The General Assembly has authority to decide on managers’ release. But “ibra” should not be described as an unlimited legal shield that automatically eliminates every possible future claim.
Its effect depends on the facts disclosed to shareholders, the nature of the conduct, applicable law and the rights of parties who are not bound by the shareholder decision. Material liability questions should be reviewed by qualified Turkish legal counsel.
Common Annual General Assembly Mistakes
| Mistake |
Why it causes risk |
Better control |
| Using the same voting threshold for every agenda item |
Important decisions may require a higher statutory threshold |
Map each resolution to the applicable TCC article |
| Assuming every resolution needs notarisation and Trade Registry filing |
Creates unnecessary cost and incorrect process |
Separate internal decisions from registrable transactions |
| Foreign proxy prepared with the wrong legalisation route |
Authority document may not be usable |
Confirm route before signing abroad |
| Managers vote on their own release |
Conflict-voting restriction can invalidate the calculation |
Identify voting exclusions before counting votes |
| Annual meeting treated as the only governance event |
Corporate changes during the year may remain undocumented/unregistered |
Maintain an event-driven governance calendar as well |
Annual General Assembly Checklist for Foreign-Owned LLCs
- Confirm the financial-year end and three-month ordinary meeting window.
- Prepare annual financial information and proposed agenda.
- Check the Articles for notice rules and special voting provisions.
- Issue the meeting notice using the correct timing and method.
- Prepare proxy/authority documents for shareholders abroad if needed.
- Identify ordinary vs important decisions and any voting exclusions.
- Record the meeting or written/circular decisions correctly.
- Identify which approved transactions actually require MERSİS/Trade Registry action.
- Send accounting/tax consequences to the licensed SMMM/CPA workflow separately.
What Does the 2026 SMMM Tariff Say About General Assembly Work?
The 2026 SMMM professional-fee tariff contains separate General Assembly professional-service references. In the Istanbul/highest band, the tariff lists TRY 13,680 for an announced General Assembly and TRY 6,830 for a General Assembly without announcement, subject to the tariff category and actual professional scope.
These are minimum/professional SMMM tariff references, not the total cost of holding a meeting. They do not automatically include Trade Registry/Gazette charges for registrable decisions, notary/translation/legalisation, legal drafting, foreign proxy work or Workon coordination. Whether the announced or unannounced category applies must be confirmed for the actual meeting and filing route.
For future annual updates, verify the current year through the İSMMMO Professional Fee Tariffs archive and the corresponding TÜRMOB / Official Gazette tariff.
How Workon Coordinates Annual Corporate Actions
Workon coordinates corporate-change and operational workflows for foreign-owned Turkish companies. Depending on the agreed scope, this can include document sequencing, General Assembly preparation coordination, foreign power-of-attorney workflows and MERSİS/Trade Registry coordination for registrable changes.
Legal advice, dispute analysis and legal drafting that constitute regulated legal services are handled by appropriately licensed lawyers. Tax and statutory accounting matters are handled by licensed SMMM/CPA professionals.
Review Workon’s company and operational coordination services.
Official Sources
Last reviewed: 17 September 2026. This article provides general corporate-governance information and does not replace case-specific legal or tax advice.
Frequently Asked Questions
A Turkish LLC must usually hold its annual general assembly within three months after the end of the fiscal year. For companies using the calendar year, this usually means the meeting should be held by 31 March.
The exact file depends on the agenda and decision route, but it commonly includes the agenda, call evidence where required, annual financial information, draft resolutions, shareholder or proxy records and signed minutes or written decisions. For companies registered from 1 January 2026, the share ledger and General Assembly meeting and negotiation book are kept through ETDS. Not every annual document is automatically a Trade Registry submission document.
A foreign shareholder may appoint a representative where the meeting and authority requirements are satisfied. Confirm the required scope, signing route, authentication and Turkish translation for the particular document. Apostille, consular and other accepted routes depend on the issuing country and procedure; they are not interchangeable universal requirements.
Yes, in the circumstances allowed by TCC Article 617\/4. A circulation-type decision requires that no shareholder request oral deliberation and that the same proposal be submitted to all shareholders. For qualifying LLCs whose shareholders are all natural persons with e-signatures, MERSIS also provides an electronic General Assembly Decision Module.
For ordinary matters, decisions are generally taken by the absolute majority of votes represented, unless the law or articles require otherwise. Important decisions and specific transactions can use higher or separate thresholds, so do not apply one majority rule to every agenda item.
Record the meeting or written decision in the company's applicable corporate-book system and identify whether any approved item creates a separate MERSIS or Trade Registry filing. Routine annual approvals do not automatically require registration; manager, representation, articles, capital or address changes can trigger their own filing rules and deadlines.
