Ordinary general assembly: a preparation guide for limited and joint stock companies
The ordinary general assembly in limited and joint stock companies: deadline, notice, agenda, meeting and decision quorums, the Ministry representative, minutes and attendance list, profit distribution and resolutions requiring registration; a month-by-month preparation calendar.
The ordinary general assembly is the company's annual "accountability" meeting. Approval of the financial statements, the release of managers and the use of profit are decided here. If the meeting is not held, or is held contrary to procedure, the validity of the resolutions may be called into question.
Preparation calendar (calendar-year basis)
| When? | What is done? |
|---|---|
| January – February | Year-end closing, financial statements, corporate tax calculation: Year-end procedures |
| February | Management prepares the financial statements and the annual report; it sets the profit distribution proposal |
| Early March | The agenda is set; partners are called (at least 15 days before in a limited company, at least 2 weeks before in a joint stock company) |
| By 31 March at the latest | Ordinary general assembly meeting |
| After the meeting | Resolutions requiring registration are notified to the trade registry; profit is distributed and declared on the withholding return |
The corporate tax return is filed in April; amounts finalised by the general assembly resolution must be consistent with the return: Corporate tax return
Agenda
The agenda of the ordinary general assembly usually includes:
- Opening and formation of the meeting chair,
- Discussion and approval of the annual report and financial statements,
- Release of managers or board members,
- Resolution on the use of profit or offsetting of losses,
- If necessary, election of managers or board members, and their remuneration,
- In companies subject to independent audit, appointment of the auditor.
Differences between limited and joint stock companies
| Limited company | Joint stock company | |
|---|---|---|
| Notice | At least 15 days before the meeting, by the method in the articles of association | Notice at least 2 weeks before the meeting in the TTSG and on the website; separate notification for registered shares |
| Meeting without notice | Possible if all partners are present and there is no objection | Possible if all shareholders are present and there is no objection |
| Decision quorum (general) | Simple majority of the votes represented | Meeting quorum one quarter of capital; decision by majority of votes present |
| Important resolutions | Two thirds of the votes represented and an absolute majority of the capital with voting rights (such as capital increase, change of business purpose, moving the head office) | Increased quorums for amendments to the articles of association |
| Ministry representative | Not required | Mandatory in cases and sectors listed in the Law and regulation |
Meeting documents
- Attendance list: shows the partners or their representatives attending the meeting and their shares.
- Meeting minutes: the resolutions passed, voting proportions and any dissenting opinions are recorded; signed by the meeting chair.
- Powers of attorney: the authority document of a representative attending on behalf of a partner.
- General assembly meeting and minutes book: resolutions are entered in this book. In companies that have switched to ETDS, it is kept electronically: ETDS
Profit distribution
- 5% of annual profit is set aside in the general statutory reserve until it reaches 20% of paid-in capital.
- Reserves provided for in the articles of association are set aside.
- The remaining profit can be distributed to partners or retained in the company by general assembly resolution.
- Dividends distributed to individual partners are subject to withholding by the company and declared on the withholding return: Dividend distribution · Dividend calculator
Profit distribution when there are prior-year losses or partners owe the company should be assessed separately: Shareholder current account
Resolutions requiring registration
Resolutions such as electing managers or board members, amending the articles of association and increasing capital must be registered in the trade registry. Ordinary resolutions such as approving the financial statements and release do not require registration. In companies subject to independent audit, the appointment of the auditor is registered and published.
Common mistakes
- Preparing only minutes without holding the general assembly,
- Not following the notice procedure in companies with many partners,
- Distributing profit without a general assembly resolution (amounts drawn from the shareholder current account),
- Not notifying resolutions requiring registration to the registry on time.
Our related service: Trade registry procedures
Legal basis: Turkish Commercial Code No. 6102 arts. 409, 414, 416, 418, 519 and 616–621; Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and on Ministry of Customs and Trade Representatives Attending These Meetings.