KÜHEYLAN HUKUK
Case for Cancellation and Nullity of the General Assembly Decision: Three Month Period, Dissenting Comment and Case Conditions, reasons for annulment within the scope of TCC Article 445-451 and Article 622 for limited companies, persons who can file the lawsuit, cases of nullity, suspension of execution and procedural errors leading to loss of rights have been updated as of 2026.
If a decision taken at the general assembly of a joint stock or limited company is contrary to the law, the articles of association or the rule of good faith, the shareholder may request the cancellation of this decision from the court. However, the right to sue is subject to strict conditions: the lawsuit must be filed within three months from the date of the decision and the shareholder who attended the meeting must have cast a negative vote and have his/her opposition recorded in the minutes. The Supreme Court of Appeals observes these conditions ex officio and rejects cases filed after the deadline or without a dissenting opinion, without entering into the merits. Decisions that eliminate the inalienable rights of the shareholder or disrupt the basic structure of the company are void and can be asserted regardless of the time period. The guide explains the difference between annulment and nullity, lawsuit conditions, precautionary measures and common mistakes.
The law provides for two different sanctions against general assembly decisions. Cancellable decisions are valid until they are annulled by a court decision and can only be filed within a certain period of time by the persons listed in the law (TTK Article 445). False decisions, on the other hand, do not become valid from the beginning; The nullity is not limited to a period of time and can be claimed by anyone who has legal interest (TTK article 447). The same provisions are applied by analogy in limited companies (TTK Article 622).
Reason Violation of the law, articles of association or the rule of honesty Removal of inalienable rights, unlawful restriction of the right to information, disruption of the basic structure, violation of capital protection
Plaintiff The shareholder, the board of directors and, in certain cases, members who have their opposition recorded in the minutes Anyone with a legal interest
competent court Commercial court of first instance at the company headquarters Commercial court of first instance at the company headquarters
General assembly decision; It can be canceled if it is contrary to the provisions of the law, the articles of association and especially the rule of honesty (TTK Article 445). The most common reasons for cancellation in practice are:
Failure to make the meeting call in accordance with the law or the articles of association
The majority voting in a way that harms the minority rather than in the interests of the company.
Not distributing dividends without a justifiable reason or approving untrue financial statements
Call irregularity alone is not enough. In order for the shareholder to rely on such a procedural violation, he must also claim that the violation was effective in making the decision (TTK article 446/1-b).
3. Who can file a lawsuit?
The law has limited the number of persons who can file an annulment lawsuit (TTK article 446):
1. Shareholders who were present at the meeting and voted negatively on the decision and had their opposition recorded in the minutes.
2. Whether he/she attends the meeting or not; Shareholders who claim that the call was made irregularly, the agenda was not announced as required, unauthorized persons voted, or they were unfairly excluded from the meeting, and that this irregularity had an impact on the decision.
4. If the implementation of the decision will lead to personal liability, each member of the board of directors
Why is the dissenting opinion decisive?
A dissenting opinion is a condition of litigation for the shareholder who attends the meeting. In its decision dated 21.11.2024 and numbered E.2023/4902, K.2024/8195, the 11th Civil Chamber of the Supreme Court of Appeals approved the decision to dismiss the case of the shareholders who did not have their dissenting opinion recorded in the minutes, due to the lack of a lawsuit requirement. The same decision approved the first instance decision, which also confirmed that the three-month period was derogatory and that the judicial holiday did not affect this period. For this reason, the shareholder or his proxy attending the meeting must vote negatively for every decision he objects to and must check that his opposition is clearly written in the minutes before the end of the meeting.
The law specifically groups invalid decisions into the following three groups (TTK article 447):
Decisions that limit or eliminate the shareholder's inalienable rights to participate in the general assembly, minimum votes, lawsuits and law
Decisions that limit the shareholder's rights to obtain information, review and audit beyond the extent permitted by law
Decisions that disrupt the basic structure of the company or contradict the provisions of capital protection
Missing the three-month period for a decision with invalid grounds does not eliminate the right to sue. However, not every contradiction is null and void. The court evaluates whether the reason alleged actually has this nature; If the claim of nullity is not deemed justified and the period has passed, the case may be rejected altogether. For this reason, if there is any doubt, the lawsuit must be filed within three months, by claiming annulment and nullity together.
When a lawsuit is filed, the board of directors announces that the lawsuit has been filed and the hearing date and posts it on the company's website. The hearing does not begin before the three-month period ends; If more than one lawsuit is filed against the same decision, the cases are combined. Upon the request of the company, the court may ask the plaintiff to provide guarantee against possible damages (TTK article 448).
If the implementation of the decision during the course of the case will lead to irreparable consequences, the court may decide to postpone the execution of the decision after taking the opinion of the board members (TTK article 449). In decisions such as capital increase, sale of significant assets or change of management, this measure is the main tool that makes the outcome of the case meaningful. Effect of the decision and risk of bad faith lawsuit. The finalized annulment or nullity decision is valid for all shareholders and is registered in the trade registry by the board of directors (TTK article 450). On the other hand, those who file a lawsuit for annulment or nullity in bad faith are jointly and severally liable for the damages suffered by the company for this reason (TTK Article 451).
In lawsuits filed against decisions not to discharge board members, the Supreme Court evaluates whether a separate liability lawsuit has been filed against the member in terms of legal interest. In its decision dated 16.12.2024 and numbered E.2023/5361, K.2024/9065, the 11th Civil Chamber of the Supreme Court of Appeals discussed different jurisprudence on this issue and emphasized that it should be investigated whether there is a liability lawsuit filed and whether a reasonable period of time has passed.
A partner with a thirty percent share in a joint stock company attended the ordinary general assembly through his proxy. At the meeting, it was decided not to distribute dividends and to pay high attendance fees to the members of the board of directors. The attorney objected to the decisions verbally, but did not have a dissenting opinion written during the signing of the minutes. The partner wants to file a lawsuit for the annulment of these decisions after four months.
There are two separate obstacles in this file. Firstly, a three-month limitation period has passed since the date of the decision. Secondly, the failure of the shareholder who attended the meeting to record his/her opposition in the minutes is a lack of a lawsuit requirement according to the Supreme Court practice. For these two reasons, the annulment case will be rejected without entering into the merits. The remaining option for the partner is to examine whether the decisions fall within one of the grounds for nullity or to file a lawsuit by duly objecting to the dividend policy at subsequent general assemblies. If the meeting had been attended with legal support, the dissenting opinion would have been recorded in the minutes and the right to sue would have been protected.
When does the three-month period start?
It starts from the date of decision. As a rule, the period is not changed if the shareholder is informed about the decision later; The period is restrictive and is observed by the court ex officio.
Can a shareholder who does not attend the meeting file a lawsuit?
However, if the call is based on reasons such as irregularity, the agenda not being announced properly, unauthorized persons voting, or being unfairly excluded from the meeting, and if he claims that this irregularity affects the decision, he can open it.
Who is the case filed against?
It is filed against the company. No hostility is directed towards other shareholders or board members.
Is it necessary to go to a mediator before a general assembly annulment case?
Since the case for annulment of the general assembly decision is not a money receivable case, it is not within the scope of compulsory mediation in commercial cases. If a monetary claim is also requested along with the lawsuit, a separate evaluation should be made.
Can limited company general assembly decisions be annulled?
Yes. The cancellation and annulment provisions regarding joint stock companies are also applied to limited companies by analogy. Common Mistakes in the Process
Not having the dissenting opinion recorded in the minutes: Verbal objection is not sufficient; Every decision requires a negative vote and written comment.
Missing the three-month period by relying on judicial recess: The period is detrimental and cannot be extended during judicial recess.
Relying too much on the claim of nullity: Not every contradiction is void; If there is any doubt, the case must be filed within the time limit.
Not requesting precautionary measures: If a stay of execution is not requested, the decision will be implemented throughout the course of the case and the outcome may become meaningless.
Addressing the case to the wrong person: Hostility should be directed towards the company; Partners and managers should not be named as defendants.
The right to sue against the decision of the general assembly is protected or lost by the steps taken on the day of the meeting. The three-month limitation period and the dissenting opinion requirement may cause even a justified shareholder to lose his case before the merits are entered. Küheylan Law Firm offers legal support that protects the rights of shareholders with time tracking, from reviewing the agenda and calls before the general assembly, to participation in the meeting and preparation of dissenting opinions, to annulment and nullity cases and requests for stay of execution. For file evaluation, an appointment can be requested via info@kuheylanhukuk.com.
Important Legal Notice: The legal explanations contained in this guide have been prepared by Küheylan Law Firm for general information purposes and do not constitute legal advice. In company law, the provisions of the articles of association, partnership structure and periods have different results in each file; It is recommended to get support from a lawyer before taking any action. © 2026 Küheylan Law Firm. All rights reserved.
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