Company Director Refuses to Call a General Assembly in Turkey: What Can a Foreign Shareholder Do? – 2026 Updated Guide

What can a foreign shareholder do when a company director refuses to call a General Assembly in Turkey? Learn about formal requests, court permission, injunctions, and director liability.

A company director or board may sometimes refuse to call a General Assembly even when shareholders need to discuss urgent financial, management, or ownership issues. This can prevent foreign shareholders from reviewing company accounts, questioning suspicious transactions, changing management, approving important decisions, or protecting corporate assets.

A director does not have unlimited discretion to prevent a General Assembly. The correct remedy depends on the company type, the shareholder’s ownership percentage, the reason for the request, the company’s articles of association, and whether statutory procedures were followed.

When Must a General Assembly Be Called?

A General Assembly may need to be held for ordinary annual business, approval of financial statements, appointment or removal of directors, dividend decisions, amendments to the articles of association, major corporate transactions, and other matters reserved for shareholders.

An extraordinary meeting may be requested when urgent issues arise, such as suspected asset transfers, undisclosed related-party transactions, financial losses, management deadlock, director misconduct, or a need to change signing authority.

The company’s articles of association and applicable company-law rules should be reviewed to determine who has the power to call the meeting and under what conditions.

Can a Foreign Shareholder Request a Meeting?

A foreign shareholder may submit a formal written request to the director, board, or other competent corporate body. The request should identify the shareholder, confirm the shareholding, explain the legal basis, and state the specific agenda items to be discussed.

Where the shareholder meets the statutory minority threshold applicable to the company type, the request may create a stronger legal obligation to call an extraordinary General Assembly.

The request should be delivered in a provable form. The shareholder should preserve the delivery record, the company’s response, proof of ownership, and all documents supporting the requested agenda.

A general request such as “please hold a meeting” may be insufficient. The agenda should be clear and specific, especially if the shareholder wants to discuss director removal, financial investigation, related-party payments, or a change in representation authority.

What If the Director Ignores or Rejects the Request?

If the director refuses to call the meeting or fails to respond within the applicable period, the shareholder may consider applying to the competent court for permission or another procedural remedy.

Depending on the company structure and circumstances, the court may authorize the shareholder to convene the meeting, appoint a person to manage the process, or provide another form of protection.

The court application should generally include the shareholder’s ownership documents, the formal request, proof of delivery, the director’s refusal or silence, the proposed agenda, and evidence showing why the meeting is necessary.

A foreign shareholder should not wait indefinitely for informal discussions if the director is using the delay to transfer assets, change records, enter related-party contracts, or prevent financial oversight.

Do Minority Shareholders Need a Minimum Ownership Percentage?

In many situations, a minority shareholder must meet a statutory minimum ownership percentage to use certain rights concerning an extraordinary General Assembly or special corporate measures.

The applicable threshold may differ depending on whether the company is a joint stock company or a limited liability company and whether special rules apply. A shareholders’ agreement may also provide additional rights.

A shareholder who does not meet the relevant threshold may still have information, voting, inspection, dividend, and contractual rights. However, the specific procedure for forcing a meeting or applying to court may be different.

The ownership percentage should be calculated from current corporate records, not merely from an informal agreement or an outdated share certificate.

Can the Shareholder Choose the Agenda?

The shareholder should clearly identify the issues they want to place on the agenda. Possible items may include examination of financial records, investigation of related-party transactions, director removal, appointment of a new director, change of signature authority, approval of a major transaction, or discussion of company losses.

The agenda is important because the General Assembly may not validly decide matters that were not properly announced or included in the meeting notice, subject to applicable exceptions.

If the director refuses to include a legitimate item, the shareholder may need to request judicial protection or challenge a later resolution adopted without proper notice.

Can the Director Hold a Meeting Without the Foreign Shareholder?

A General Assembly may still be held without the physical presence of a foreign shareholder if the meeting notice and representation procedures are legally valid.

However, the shareholder should receive proper notice and should have a genuine opportunity to attend, vote, appoint a representative, or submit objections.

If the meeting was held without proper notice, the attendance records were manipulated, a power of attorney was misused, or voting rights were unlawfully restricted, the resulting resolutions may be challengeable.

Foreign shareholders can often participate through an authorized representative if they cannot travel to Turkey.

Can a General Assembly Resolution Be Challenged?

A shareholder may challenge a resolution where it was adopted in violation of mandatory rules, the articles of association, notice requirements, voting rights, quorum requirements, or equal-treatment principles.

A resolution may also be questioned if shareholders were misled, financial information was concealed, the director abused control, or the decision was adopted solely to benefit a controlling shareholder or related company.

The shareholder should obtain the meeting notice, agenda, minutes, attendance list, voting records, proxy documents, and supporting financial documents.

Deadlines for challenging corporate resolutions may be strict. A foreign shareholder should obtain legal advice immediately after receiving the meeting documents or learning that a disputed resolution was adopted.

Can an Injunction Be Requested?

An interim court measure may be requested where the director’s refusal to call a meeting creates an immediate risk of serious harm.

The requested protection may concern the transfer of company assets, unauthorized payments, changes in bank authority, disposal of real estate, destruction of records, or implementation of a disputed corporate resolution.

A court may not always order the director to convene a meeting immediately, but it may consider protective measures designed to prevent irreversible corporate damage.

The application should include evidence of urgency, the shareholder’s rights, the formal meeting request, the director’s refusal, and the threatened harm.

Can the Director Be Held Liable?

A director may face personal liability if they deliberately prevent shareholders from exercising legal rights, conceal corporate information, misuse company assets, or cause damage by refusing to call a necessary meeting.

Liability may be stronger where the refusal was designed to conceal unauthorized payments, block an investigation, protect a related company, prevent director removal, or allow the transfer of company property.

The company may seek compensation for proven damage. A shareholder may also have a direct claim if their personal or contractual rights were independently violated.

What Evidence Should Be Preserved?

Important evidence may include the articles of association, shareholder register, share certificates, corporate resolutions, formal meeting request, delivery records, e-mails, messages, financial statements, bank records, and documents showing the urgent reason for the meeting.

If the dispute concerns suspected misconduct, the shareholder should preserve evidence of unexplained payments, asset transfers, related-party transactions, changes in management, and attempts to restrict access to company records.

Electronic evidence such as digital signatures, online meeting records, corporate e-mail, cloud documents, and messaging applications may be particularly important in 2026 proceedings.

Legal Remedies and Appeal Process

The available legal route may include a formal meeting request, an application to court for permission, a challenge to an invalid resolution, an injunction application, a director-liability claim, or a request for corporate information.

If the court rejects an application or issues a decision affecting the shareholder’s rights, the available objection or appeal procedure will depend on the type of proceeding and the decision involved.

The shareholder should avoid filing disconnected applications without a clear strategy. Corporate, financial, enforcement, and director-liability issues may need to be handled together.

Can Foreign Shareholders Act from Abroad?

Foreign shareholders can generally appoint a Turkish lawyer through a power of attorney. The document may be issued before a consulate or local notary and may require legalization, apostille, and an official translation.

A lawyer can send the formal meeting request, review corporate records, apply for court permission, attend or arrange the General Assembly, challenge unlawful resolutions, request interim protection, and pursue director-liability claims.

Lawyer Fırat Fesih Kaya assists foreign shareholders with General Assembly disputes, management deadlock, corporate investigations, shareholder rights, and urgent company-law remedies.

2026 Legal Considerations

In 2026, electronic corporate records and remote participation may play a significant role in General Assembly disputes. Digital notices, electronic signatures, online meeting records, corporate e-mail, proxy documents, and digital voting evidence may affect the validity of the process.

Companies should maintain accurate shareholder registers, meeting records, notices, attendance lists, proxy documents, and corporate resolutions.

Foreign shareholders should request prompt access to financial and corporate information and preserve evidence as soon as the director refuses to convene a meeting.

Frequently Asked Questions (FAQ)

1. Can a foreign shareholder force a General Assembly in Turkey?

If the shareholder meets the applicable statutory conditions, they may request the meeting and apply to court if the director refuses or remains silent.

2. What should be included in a formal meeting request?

The request should identify the shareholder, shareholding, legal basis, requested meeting, proposed agenda, and reasons for urgency.

3. Is a minimum shareholding percentage required?

Certain minority rights may require a statutory minimum percentage. The applicable threshold depends on the company type and the specific remedy.

4. What happens if the director rejects the request?

The shareholder may consider an application to the competent court for permission or another remedy available under the company’s structure.

5. Can a foreign shareholder attend remotely?

Participation through an authorized representative or an electronic method may be possible if the relevant legal and corporate procedures are satisfied.

6. Can a General Assembly resolution be cancelled?

A resolution may be challenged if notice, quorum, voting rights, mandatory rules, or the articles of association were violated.

7. Can an injunction be requested?

Yes, an interim measure may be considered where delay could allow asset transfers, unauthorized payments, or destruction of corporate evidence.

8. Can the director be personally liable for refusing to call a meeting?

Personal liability may arise if the refusal was abusive, intentional, or caused measurable damage to the company or shareholders.

9. What evidence proves that the director refused the meeting?

The formal request, delivery record, written refusal, e-mails, messages, corporate documents, and evidence of the urgent corporate issue may be important.

10. Can a foreign shareholder handle the process without traveling to Turkey?

Usually, the shareholder can appoint a Turkish lawyer under a valid power of attorney to make the request, apply to court, and represent their interests.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for General Assembly Disputes

Expert legal support is essential to avoid loss of rights. By working with a lawyer experienced in General Assembly procedures, minority shareholder rights, corporate governance, management deadlock, injunctions, director liability, and corporate litigation, serving clients throughout Turkey and internationally, you can protect your legal interests.

Fırat Fesih Kaya Law Office provides professional legal support to foreign shareholders facing refused meeting requests, invalid corporate resolutions, director misconduct, financial investigations, management disputes, and urgent corporate risks.

Phone: +90 312 434 22 22
Mobile/WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yildirim Tower No:148, Balgat, Cankaya, Ankara, Turkey