
In short
In a single-shareholder limited company, the resolution that stands in for the general meeting is put in writing even if no meeting is held. Being a single person does not do away with the minutes, the share ledger, and the articles of association. The question of how the resolution is kept is answered not by an oral approval, but by a text that carries a date and a subject. The shareholder's till and the company's till are not the same. Even if an invoice was issued to the company, a debt is not written by itself into the shareholder's pocket, and a personal account does not stand in for the company's resolution. The minutes are not built by an oral approval either. Without the date and the subject standing in the text, the resolution is not treated as kept.
What the text of the resolution carries
In the text, the date of the resolution, its subject, and the sole shareholder's will appear. Appointment of a director, an amendment of the articles, or transfer of a share each carries its own form separately. Being a single person does not turn that form into silence. The application petition is not treated as taken to the register without a supporting resolution. Which matter is within the general meeting's authority is read from the articles and the statutory frame. Service does not turn an incomplete text into a resolution either, and a register application is not treated as completed without the supporting writing. Transfer of a share also carries its own form separately.
An oral approval is not minutes
The sole shareholder's sentence "I found it suitable" does not hold the place of the general-meeting minutes. An intention remembered later cannot be shown as a company act. The minutes or the resolution writing should stand in the file together with the service and the signature record. The office in Çankaya does not by itself determine the company's trade-registry directorate. The competent registry comes from the company's registered centre. A district address cannot be put in place of the centre record, and the office in Çankaya does not choose this centre. A signature record does not stand in for an oral approval either.
The share ledger stands even for one person
The share ledger tracks in whose name the single share appears. Leaving the ledger empty cannot be explained by the shareholder being a single person. A share-ledger entry is the own question of this tracking. Transfer of a share in a limited company tells the change of hands of the share, and a sole-shareholder resolution does not erase the form of that transfer. If the register copy and the ledger line conflict, the record is read first. The articles are not treated as having filled an empty ledger by themselves either, and a single share does not remove the ledger obligation. An empty line cannot be explained by being a single person.
The company's till is not the shareholder's pocket
The company's assets are not the shareholder's personal property. A sole shareholder does not by itself make the company's debt a personal debt. The invoice, the contract, and the bank record stand in the name of the company's legal personality. The documents to watch at incorporation are taken up in the incorporation article. The incorporation list is not lined up again here. The resolution shows the company's will. It does not show a debt in the shareholder's private life. The invoice and the bank record stand in the name of the company's legal personality. The shareholder's pocket is not the company's till.
The office of director is read separately
The director and the shareholder may be the same person. The capacities are still read apart, and the director's personal liability does not arise on every invoice. That limit sits under the director's personal liability. The debate on annulment of a general-meeting resolution is also under a separate heading. In a single-shareholder company, the resolution does not join these two routes by itself. The petition does not melt the capacities into one sentence either, and not every invoice is the director's personal debt. The capacities of director and shareholder are read apart even in the same person.
Conclusion
In a single-shareholder limited company, the resolution that stands in for the general meeting is put in writing. The minutes, the share ledger, and the articles of association stand. The general frame sits on the commercial law page and in the text of the Turkish Commercial Code No. 6102. Without a written resolution, the company's will is not announced. An oral approval does not stand in for the register application and the service. While the written resolution, the share ledger, and the articles do not stand, the will is not announced. Service does not complete an incomplete text either. The share ledger cannot be left empty. Being a single person does not remove the form of the articles. An invoice does not write a personal debt into the shareholder's pocket. The office of director is read separately on every document. Without a written resolution, the will is not announced. A signature record does not stand in for an oral approval either.