In short
Annulment of a general assembly resolution is sought from the court, on the claim that the decision standing in the minutes is contrary to the statute, to the articles of association, or to the rule of good faith. Nullity and annulment are not the same result. The question of how it is sought is not answered without the minutes that show the target decision. The sentence about how annulment is requested is tied to these minutes as well. The period is written in the statute. The day of the action is not frozen in this text.
The minutes show the target
A request for annulment is aimed at a particular decision taken at the meeting. A complaint outside the agenda does not of itself make a decision that is not in the minutes the subject of an action. That the meeting was held in a limited liability company or a joint-stock company does not change the function of the minutes. The quorum is read separately according to the type of company and the articles. The voting ratio is not a figure in this text. The manner of the call is a separate fact. Not every unease is a defect in the call. Who may file the action is listed in the statute. The later regret of a member who voted for the resolution and had that entered in the minutes is, as a rule, not a ground of annulment. A general assembly and a board decision are not the same paper.
Annulment of a board decision is under the board of directors, removal of the manager is under removal of the manager, the organ in a limited company is under the partners of a limited company, and the general account of a partnership quarrel is under a partnership dispute. This record takes up only the decision in the general assembly minutes.
The period is not frozen in this text
The period for an annulment action is written in the statute. This text does not repeat that period as a figure, and it does not invent a new day. Raising nullity, and the running of the annulment period, are not the same calendar. Which route is open is read from the kind of breach. Service may show how the decision was announced to the members. The date of service does not produce a new lawsuit day in this text. The registry may show whether the decision was registered. Registration does not mean the annulment action was filed of itself. A decision that has been registered may also, if the conditions are there, be the subject of an annulment dispute. The two records stand apart.
What is separated in the annulment petition
The minutes of the meeting, the attendance sheet, and the statement of claim are read together. An Ankara lawyer separates, from this record, that the office being in Çankaya does not change the competent authority. Which decision is the target is read from the line of the minutes. A lawsuit day is not produced here.
Which decision the petition shows
The petition must show the decision whose annulment is sought, with the date of the meeting and the agenda item. A sentence saying annul the whole meeting leaves the target uncertain if the minutes contain more than one decision. Each decision asks for its own claim of breach. If a breach of a provision of the articles is alleged, the relevant article must be in the file. An article number is not invented in this text. If a contractual provision written in the file is there, that provision is read. If it is not, the breach is not built with a general sentence of unease. If the minutes are not attached to the application, it is not said which decision is the target. An invoice or a commercial paper is not put in the place of a general assembly decision. The text of the decision is read from the minutes.
A vote in favour, a vote against, and an abstention may stand separately in the minutes. A member who voted in favour and had that entered in the minutes cannot, as a rule, later make that decision a ground of annulment. Whether the opposition was entered in the minutes is read as well. Not every member drops out of the action because there is no note of dissent. Who may file is read from the frame in the statute. This text does not add a new capacity to that list. Representation by power of attorney is checked from the attendance sheet and the power of attorney. A claim of attendance without authority is not announced before the attendance sheet is seen. The petition writes, side by side, the name on the attendance sheet and the member seeking annulment. If the two do not match, the mismatch is not hidden.
Nullity and the partnership quarrel
Nullity is not pasted onto the sentence about the period for annulment. A claim of a serious breach is not the name of every formal defect. Which kind is raised is read from the petition. Removal of the manager, or a transfer of shares, is not concluded of itself inside the annulment action. Those acts ask for their own decisions. A general fight among the members is not the same action as annulment of one item in the minutes. Registration in the registry does not, on its own, establish either nullity or annulment. The decision is not chosen before the minutes and the articles are seen. A lawsuit day is not added to that choice.
Conclusion
Annulment of a general assembly resolution is sought from the court, and against the decision in the minutes. The period is not a figure here. Nullity, and a partnership quarrel, are not a copy of this petition. The frame sits on the commercial law page, and the basis is the Turkish Commercial Code No. 6102.