Shareholder Rights in Turkish Listed Companies after the 2026 Crisis: General Meetings, Release, Annulment Actions and Exit Rights

Foreign institutions that remain shareholders of Turkish listed companies affected by the 2026 market manipulation and fund cases have more than damages claims at their disposal. As shareholders they can vote, put items on the agenda, refuse to release directors, demand information and a special audit, challenge unlawful resolutions in court and, in significant transactions, exit at a fair price. The rules are in the Turkish Commercial Code and the Capital Markets Law. Listed companies must call general meetings at least three weeks ahead on their website and the Public Disclosure Platform (Capital Markets Law Art. 29(1)); participation cannot depend on depositing shares (Art. 30(1)) and can be electronic through the Central Registry Agency (Art. 30(5)). Shareholders holding one twentieth of the capital of a public company can require a meeting or add items to the agenda (Commercial Code Art. 411). Resolutions contrary to law, the articles or good faith can be annulled on an action brought within three months (Art. 445), but only shareholders who attended, voted against and had their objection minuted can usually sue (Art. 446). This guide explains each tool, the conditions and deadlines, and how foreign shareholders holding through custodians can use them. It reflects the legislation in force as at 25 October 2026.

Why shareholder rights matter after the crisis

The ordinary general meeting of a Turkish joint stock company is held within three months of the end of each financial year (Commercial Code Art. 409(1)). For companies with a calendar financial year, the meetings on the 2026 accounts will therefore take place by the end of March 2027. At those meetings shareholders will vote on the financial statements, the board’s annual report, the use of profit and the release of the directors from liability for the year (Art. 409(1)), at the very time when investigations and claims arising from the 2026 cases are under way.

Shareholder rights complement the claims explained elsewhere in this series. Votes and objections recorded at a general meeting can preserve claims that would otherwise be lost. Agenda requests and information rights can surface facts needed for litigation. Annulment actions can stop resolutions that would further harm minority shareholders. And the exit right gives a way out of significant transactions at a fair price. The liability of directors and auditors themselves is explained in Suing Directors and Auditors of Turkish Listed Companies.

Attending and voting

Listed companies must call their general meetings in the manner set out in their articles, by an announcement on the company’s website, on the Public Disclosure Platform (KAP) and in other places SPK determines, at least three weeks before the meeting, not counting the days of announcement and meeting (Capital Markets Law Art. 29(1)). The Commercial Code’s rule on sending registered letters to shareholders in the share ledger does not apply to listed registered shares (Art. 29(2)).

Legal entities attend through representatives who must present a power of attorney (Commercial Code Art. 415(2)). For foreign institutions, the practical route is usually voting through the custody chain or through a proxy, explained below.

Calling a meeting and adding agenda items

Shareholders holding at least one tenth of the capital, or one twentieth in public companies, may ask the board in writing, stating the reasons and the agenda, to call a general meeting, or, if a meeting is to be held anyway, to put items on its agenda (Commercial Code Art. 411(1)). The articles may give this right to holders of fewer shares (Art. 411(1)). The request is made through a notary (Art. 411(3)). If the board accepts, the meeting must be called so as to be held within forty-five days; otherwise the requesting shareholders call it themselves (Art. 411(4)). A request to add an agenda item must reach the board before the fee for publishing the meeting notice in the Trade Registry Gazette is paid (Art. 411(2)).

If the board rejects the request, or does not respond positively within seven business days, the same shareholders may apply to the commercial court at the company’s seat, which may order the meeting to be called and appoint a trustee to prepare the agenda and call it; the decision is final (Art. 412(1)). In public companies, the minority’s right to add agenda items also covers submitting draft resolutions on agenda items for discussion (Capital Markets Law Art. 29(5)). Items that SPK asks to be discussed or announced to shareholders must be put on the agenda regardless of the principle that resolutions are limited to the agenda (Art. 29(4)).

A single foreign institution rarely holds one twentieth of a listed company, but several institutions acting together may. Coordination between institutional shareholders for this purpose is a matter of agreement among them; the right belongs to the shareholders who together meet the threshold.

Voting on the release of directors

Deciding on the release (ibra) of board members is a non-delegable power of the general meeting (Commercial Code Art. 408(2)(b)) and is part of the annual meeting’s business (Art. 409(1)). Board members and persons with signing authority in management cannot vote the shares they own on resolutions releasing board members (Art. 436(2)).

The effect of a release is set out in Art. 558. A release resolution cannot be revoked by a later general meeting (Art. 558(1)). For the facts disclosed and covered by it, it removes the right of action of the company, of shareholders who voted for it and of shareholders who acquired their shares knowing of it; the rights of other shareholders lapse six months after the release (Art. 558(2)). For a foreign institution that may claim against directors, three practical steps follow:

• do not vote for the release of directors whose conduct is in question, and instruct custodians and proxies accordingly;
• consider voting against and having the objection recorded, which also preserves the right to challenge the resolution (Art. 446(1)(a));
• diarise six months from the release for any claim that may be affected (Art. 558(2)).

The effect of a release is limited to the facts disclosed to the meeting and covered by it (Art. 558(2)). Facts not disclosed are not covered, which is another reason to ask questions and have the answers recorded.

Special resolutions and voting bars

For certain resolutions in public companies the Capital Markets Law sets a higher majority. Resolutions restricting pre-emption rights, authorising the board to restrict them under the registered capital system, reducing capital, and approving significant transactions require, unless the articles set stricter quorums, the affirmative vote of two thirds of the voting shares present, with no meeting quorum; if at least half of the voting capital is present, a majority of the voting shares present suffices (Capital Markets Law Art. 29(6)). Shareholders who are parties to such transactions within the meaning of Commercial Code Art. 436(1) cannot vote at the meetings approving them (Capital Markets Law Art. 29(6)).

In companies whose directors or controlling shareholders are linked to persons under investigation, these voting bars can change the outcome of a meeting. A resolution passed with votes that should have been excluded may be open to challenge.

Significant transactions and the right to exit

Fundamental transactions concerning the structure of a public company that would change investors’ decisions, such as mergers, demergers, changes of type, creating privileges or changing the scope or subject of existing privileges, are significant transactions; SPK sets the materiality thresholds and the procedures that must be followed (Capital Markets Law Art. 23(1)). If a significant transaction is carried out in breach of those rules and the previous position is not restored within thirty days of SPK’s decision requiring it, SPK may impose an administrative fine and may sue for annulment under the Commercial Code’s rules on annulling general meeting resolutions (Art. 23(2)).

Shareholders who attend the general meeting on a significant transaction, vote against and have their objection recorded in the minutes may exit by selling their shares to the company, which must buy them at a fair price determined under SPK’s rules (Art. 24(1)). SPK may limit the exit right to shares held when the transaction was announced, and may provide for the shares to be offered first to other shareholders or investors (Art. 24(1)). If the shareholder was wrongly prevented from attending or voting, the meeting was not properly called or the agenda not properly announced, the exit right exists without the need to vote against and record an objection (Art. 24(2)). SPK determines when the right does not arise, exemptions and how the fair price is calculated (Art. 24(3)–(4)).

Related-party transactions and independent directors

Losses in manipulation and fund cases often involve value moving between a listed company and persons connected with its controllers. The Capital Markets Law gives minority shareholders protection here through the board and the general meeting. SPK sets the corporate governance principles for public companies, including the rules on independent board members, and may make compliance mandatory for listed companies (Art. 17(1)–(2)). Before entering into related-party transactions of the kinds SPK designates, a public company must adopt a board resolution setting out the terms, and the resolution can be implemented only with the approval of a majority of the independent board members (Art. 17(3)).

If the majority of independent members does not approve, this must be disclosed to the public with sufficient information about the transaction, and the transaction must be submitted to the general meeting, where the parties to the transaction and persons related to them cannot vote; the meeting decides by simple majority of those entitled to vote, without a meeting quorum (Art. 17(3)). Board and general meeting resolutions not taken in accordance with these rules are not valid (Art. 17(3)). SPK may also sue, without giving any security, for a declaration of illegality or annulment of transactions that breach mandatory governance principles, and seek interim injunctions (Art. 17(2)).

These rules sit alongside the prohibition on concealed profit transfers, under which recipients of a transfer found by SPK must return the amount with statutory interest to the company (Art. 21(1)–(4)). For a shareholder, the practical points are to check whether the independent directors approved a disputed transaction, whether it was disclosed, and whether interested parties voted at any general meeting that approved it.

Changes of control and mandatory offers

The crisis may lead to changes in the control of affected listed companies, as holdings are sold, seized or restructured. Where shares or voting rights giving management control of a public company are acquired, an offer must be made to buy the shares of the other shareholders who held shares on the date the acquisition was announced (Capital Markets Law Art. 26(1)). Management control means holding, alone or with persons acting in concert, directly or indirectly, more than fifty percent of the voting rights, or privileged shares giving the right to elect or nominate a majority of the board (Art. 26(2)). Taking control through private agreements between shareholders, without following SPK’s procedures for significant transactions and the special majority rules, is also covered even if the shareholding does not change (Art. 26(3)).

Two further rules are relevant in a crisis. SPK may impose an offer obligation on controlling shareholders found to have caused the withdrawal of a public company’s concession or banking licence, or the transfer of its shareholder rights (other than dividends) and management to the Savings Deposit Insurance Fund, to protect the other shareholders (Art. 26(4)). And if the offer obligation is not fulfilled within the period SPK sets, the voting rights of the persons subject to it and those acting with them are frozen automatically and their shares are not counted in the meeting quorum (Art. 26(6)).

Squeeze-out and sell-out

Where a person, through a tender offer or otherwise, including acting in concert, reaches the percentage of voting rights set by SPK, that person may squeeze out the remaining minority by requesting the company to cancel the minority’s shares and issue new shares to it, at a price determined under the exit-right rules of Art. 24 (Capital Markets Law Art. 27(1)). In the same circumstances the minority acquires a sell-out right: within the period SPK sets, minority shareholders may require the majority holder and those acting with it to buy their shares at a fair price (Art. 27(2)). The Commercial Code’s general squeeze-out provision does not apply to public companies (Art. 27(3)).

Annulment of general meeting resolutions

General meeting resolutions contrary to the law, the articles of association and, in particular, the principle of good faith may be challenged by an annulment action brought within three months of the resolution, in the commercial court at the company’s seat (Commercial Code Art. 445(1)). The three-month period is a strict limit. The persons who may sue are:

For a foreign institution voting through a custodian or proxy, the condition in Art. 446(1)(a) means that the instruction must not only be to vote against but also to have the objection recorded in the minutes. Without the recorded objection, the institution can sue only on the procedural grounds in Art. 446(1)(b).

Null resolutions

Some resolutions are not merely voidable but null. The Commercial Code lists, in particular, resolutions that restrict or remove a shareholder’s rights to attend the general meeting, to a minimum vote, to sue and other inalienable statutory rights; that restrict the shareholder’s rights to information, inspection and supervision beyond what the law allows; or that disrupt the basic structure of the joint stock company or breach the rules on protection of capital (Commercial Code Art. 447(1)).

The three-month limit in Art. 445 is written for annulment actions; Art. 447 does not set a time limit for nullity. Nullity can therefore be relevant where the annulment period has passed, but only for resolutions that fall within its categories. Restrictions of information and inspection rights are among them (Art. 447(1)(b)), which links nullity to the information rights explained below.

How annulment cases proceed

Because all annulment actions against the same resolution are heard together and the judgment binds all shareholders, a foreign institution that has preserved its standing may join forces with other shareholders challenging the same resolution. Foreign claimants should also expect a request for security for costs (Law No. 5718 Art. 48) in addition to any security ordered under Art. 448(3).

The minutes as evidence

The minutes of the general meeting record the shareholders or their representatives, their shares and nominal values, the questions asked, the answers given, the resolutions adopted and the number of votes for and against each resolution; they must be signed by the chair and the Ministry representative, failing which they are invalid (Commercial Code Art. 422(1)). The board must file a notarised copy with the trade registry, register and announce the matters subject to registration, and post the minutes on the company’s website (Art. 422(2)).

For a foreign shareholder, the minutes are the document that proves it voted against and recorded its objection (Art. 446(1)(a)), that it did not vote for a release (Art. 558(2)), what facts were disclosed before the release, and what questions were asked and answered (Art. 437(2)). Checking the published minutes after each meeting, and raising any errors promptly, is part of preserving the shareholder’s position.

Information and special audit

Financial statements, the board’s annual report, audit reports and the dividend proposal must be available to shareholders for inspection at least fifteen days before the meeting (Commercial Code Art. 437(1)). At the meeting, shareholders may ask the board about the company’s affairs and the auditors about how the audit was carried out and its results (Art. 437(2)). Information may be refused only where it would reveal trade secrets or endanger other protected interests (Art. 437(3)). A shareholder whose request is ignored, unjustly refused or postponed may apply to the commercial court within ten days of the refusal (Art. 437(5)). The right cannot be removed or restricted by the articles or a resolution (Art. 437(6)).

A shareholder who has used the information right may ask the general meeting, even if the matter is not on the agenda, for specific events to be clarified by a special audit (Art. 438(1)). If the meeting refuses, shareholders holding one twentieth of the capital in a public company, or shares with a nominal value of at least TL 1 million, may apply to court within three months (Art. 439(1)), and a special auditor is appointed if they show convincingly that founders or company organs caused loss to the company or shareholders in breach of the law or the articles (Art. 439(2)). These rules are discussed further in our guide on directors’ and auditors’ liability.

Using rights through custodians

Most foreign institutions hold Turkish shares through global custodians and local sub-custodians, and their shares appear in MKK’s records in accounts kept by its members (Capital Markets Law Art. 13(2)–(3)). For general meeting rights, this has practical consequences:

1. Make sure the holder appears on the list. Attendance is based on the shareholder list obtained from MKK (Art. 30(2)); the institution should confirm with its custodian how its holding is reflected and who will exercise the vote.
2. Give complete instructions. Custodians voting shares as proxies are covered by the proxy rules (Art. 30(4)). Instructions should cover not only how to vote but, where relevant, that an objection be recorded in the minutes (Commercial Code Art. 446(1)(a); Capital Markets Law Art. 24(1)).
3. Use electronic participation where possible. Electronic participation through MKK’s system has the same effect as physical participation (Art. 30(5); Commercial Code Art. 1527(5)).
4. Ask questions and keep the record. Questions put at the meeting, and the answers, preserve the factual basis for later information requests, special audit applications and claims (Commercial Code Arts. 437–439).
5. Diarise the deadlines. Three months for annulment (Art. 445), six months after a release (Art. 558(2)), ten days after a refused information request (Art. 437(5)) and three months after a refused special audit (Art. 439(1)).

Deadlines

Frequently asked questions

Do foreign shareholders have to block their shares to vote?

No. Participation and voting in a listed company’s general meeting cannot be made conditional on depositing shares (Capital Markets Law Art. 30(1); Commercial Code Art. 415(4)).

Can a foreign institution vote electronically?

Yes. For dematerialised shares, electronic participation is through MKK’s system and has the same legal effect as physical participation (Capital Markets Law Art. 30(5); Commercial Code Art. 1527(5)).

How much notice must a listed company give of its general meeting?

At least three weeks, by announcement on its website, on the Public Disclosure Platform and in other places SPK determines (Capital Markets Law Art. 29(1)).

What percentage is needed to put an item on the agenda?

One twentieth of the capital in a public company, unless the articles set a lower threshold (Commercial Code Art. 411(1)). In public companies the right includes submitting draft resolutions (Capital Markets Law Art. 29(5)).

What happens if I vote for the release of directors?

For the facts disclosed and covered by the release, you lose your right of action against them; shareholders who did not vote for it lose theirs six months after the release (Commercial Code Art. 558(2)).

Can directors vote their own shares on their release?

No. Board members and persons with signing authority in management cannot vote their own shares on resolutions releasing board members (Art. 436(2)).

How long do I have to challenge a general meeting resolution?

Three months from the resolution (Art. 445(1)). To sue on substantive grounds you must usually have attended, voted against and had your objection recorded (Art. 446(1)(a)).

Is there a deadline for claiming a resolution is null?

Art. 447 does not set one, but nullity applies only to resolutions in its categories, such as those removing inalienable shareholder rights or restricting information rights unlawfully.

Must related-party transactions be approved by independent directors?

For the kinds SPK designates, yes. Implementation needs the approval of a majority of the independent board members; if they do not approve, the transaction must be disclosed and put to the general meeting, where interested parties cannot vote (Capital Markets Law Art. 17(3)).

What if someone takes control of the company?

Acquiring management control, generally more than fifty percent of the votes, triggers a mandatory offer to the other shareholders (Art. 26(1)–(2)); if it is not made, the controller’s voting rights are frozen (Art. 26(6)).

Can a majority shareholder force me out?

Where a holder reaches the voting percentage set by SPK, it may squeeze out the minority at a price set under the exit-right rules, and minority shareholders gain a corresponding right to sell their shares at a fair price (Capital Markets Law Art. 27(1)–(2)).

How do I prove I objected at the meeting?

Through the minutes, which record the questions, answers, resolutions and votes for and against each resolution and are posted on the company’s website (Commercial Code Art. 422).

Can I exit if the company approves a merger or similar transaction?

Yes, if you attended, voted against and had your objection recorded, you may sell your shares to the company at a fair price under SPK’s rules (Capital Markets Law Art. 24(1)).

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series
• Turkish Bond Defaults: Bondholders’ Boards and Enforcement
• Continuous Disclosure in Turkey: Inside Information and Delayed Disclosure
• How a Securities Lawsuit Proceeds in Turkey
• Limitation Periods for Investor Claims in Turkey
• Concealed Profit Transfers and Controlling Shareholder Liability
• Claims Against Brokers, Custodians and Portfolio Managers in Turkey
• When a Turkish Issuer or Broker Becomes Insolvent
• Obtaining and Preserving Evidence in Turkey for Securities Claims — preservation, document production and the criminal file
• Suing Directors and Auditors of Turkish Listed Companies
• Insider Dealing in Turkey: Capital Markets Law Article 106
• Calculating Damages in Turkish Securities Claims
• Can Foreign Investors Bring a Class Action in Turkey?
• Prospectus and Disclosure Liability in Turkey: Articles 10 and 32
• Representing Foreign Institutional Investors in Turkish Capital Markets Disputes
• Suing in Turkey or Abroad: Jurisdiction and Enforcement
• Norway’s Wealth Fund and Turkey’s Market Manipulation Crisis
• Can Foreign Investors Buy Shares on Borsa Istanbul?