Associations

THE CONCEPT OF ASSOCIATIONS, THEIR LEGAL NATURE, AND ESTABLISHMENT PROCEDURE (Turkish Civil Code Articles 56-62)

Associations, one of the most fundamental structures of civil society and institutional organization, are groups of individuals who come together in the legal world to achieve goals other than profit sharing. Although they do not pursue a commercial purpose like companies, they are subject to a strict legal regime in terms of their legal personality acquisition processes, bylaws, and legal guarantees at establishment.

Articles 56 to 62 of the Turkish Civil Code and Law No. 5253 on Associations regulate the principles of establishing associations. Establishing the correct legal infrastructure of an association, especially in projects with foreign elements or supported by international funds, is vital to prevent future administrative sanctions.

1.1. The Concept of Associations and Their Legal Nature (Turkish Civil Code Article 56)

Turkish Civil Code Article… Article 56 legally defines an association as follows:

“Associations are legal entities formed by at least seven natural or legal persons who continuously combine their knowledge and efforts to achieve a specific and common purpose, excluding the sharing of profits.”

Based on this definition, we can list the distinguishing elements of an association as follows:

Being a Group of Persons: Associations are not a “group of assets” like foundations, but a “group of persons.” The element that ensures the founding will and continuity is the existence of individuals.
Minimum Number of Founders: At least 7 natural or legal persons must come together to establish an association. This number must be maintained throughout the life of the association; a decrease in the number of members below 7 is grounds for dissolution (automatic termination).
Absence of the Purpose of Sharing Profits (Ideal Purpose): The fundamental characteristic of associations is their separation from companies, whose purpose is to distribute profits to their members. Associations must serve a social, cultural, scientific, sporting, or professional purpose (ideal purpose).
Important Commercial Nuance: The fact that associations do not aim to share profits does not mean that they cannot engage in any economic activity. An association may establish an economic enterprise (commercial enterprise) to generate resources to achieve its ideal purpose. However, the income obtained from this enterprise cannot be distributed among members; it must be spent directly on the purposes stated in the association’s charter.

1.2. De Facto Establishment System: Notification Principle and Acquisition of Legal Personality (Turkish Civil Code Article 59)

In Turkish law, the establishment of associations is not subject to the condition of prior permission from the state (permission system), but to a “notification system”. This is a manifestation of the freedom of association, a constitutional right.

According to Turkish Civil Code Article 59; Associations acquire legal personality the moment they submit their establishment notification, association charter, and necessary documents to the highest administrative authority of the place where they reside (Provincial/District Directorate of Civil Society Relations within the Governorship or District Governorship).

Association Establishment Scheme:

[7 Founders (Natural/Legal Persons)] + [Preparation of Association Bylaws]

▼

[Submission of Establishment Notification to the Provincial Governor’s Office] ───> LEGAL PERSONALITY IS ACQUIRED DIRECTLY (Turkish Civil Code Article 59)

▼

[60-Day Administrative Review Process]

├── Properly Registered ──────> Final Registration in the Trade/Association Registry

└── Deficiencies Exist ───────> 30 Daily Completion Deadline ──> If Not Completed ──> Dissolution Lawsuit

The acquisition of legal personality at the time of notification means that the association has legal capacity from that moment on. However, this organization is not yet a definitively established organization that has undergone administrative review.

1.3. Administrative Review Process and Rectification of Deficiencies (Turkish Civil Code Article 60)

After the establishment notification and bylaws are submitted to the local administrative authority, the relevant authority (Directorate of Civil Society Relations) reviews the documents within 60 days.

Detection of Illegality or Deficiencies: If the review reveals illegality in the bylaws or deficiencies in the documents, the founders are notified in writing to rectify these deficiencies.
30-Day Period: The founders are obliged to rectify the specified deficiencies or bring the bylaws into compliance with the law within 30 days from the date of notification. Risk of Dissolution Lawsuit: If the deficiencies are not completed or the illegality is not corrected within this period, the local administrative authority will notify the public prosecutor’s office to initiate a lawsuit for the dissolution of the association in the competent civil court.
1.4. Mandatory Content of the Association’s Bylaws (Turkish Civil Code Article 58)

The association’s bylaws are considered the constitution of the association and determine the internal workings of the legal entity, its organs, and the rights and obligations of its members. Turkish Civil Code Article 58 According to Article 58, the following elements must be included in an association’s bylaws:

The name and headquarters of the association,
The purpose of the association and the areas of activity and methods of operation to achieve this purpose,
The conditions and procedures for becoming a member and withdrawing from membership,
The method, timing, duties and powers of the general assembly,
The duties and powers of the management and supervisory boards, voting and decision-making procedures,
Whether the association will have branches, and if so, how the branches will be established, their duties and powers,
MembersThe methods for determining the entrance and annual membership fees to be paid,
The association’s borrowing procedures,
The association’s internal audit methods,
How the bylaws can be amended,
The method of liquidating the assets in case of the dissolution of the association.
How many people are required to establish an association?

According to the Turkish Civil Code, at least 7 natural or legal persons must come together for an association to be established and to continue its activities.

Is it necessary to obtain permission from the state to open an association?

No, it is not necessary. The notification principle applies in Turkish law. The association’s legal entity is considered established the moment the founding documents and bylaws are submitted to the local administrative authority (Directorate of Civil Society Relations). Permission begins with the notification, not later.

Can associations make a profit by engaging in commercial activities?

Associations cannot be established for the direct purpose of distributing dividends. However, they can establish economic enterprises and engage in commercial activities to generate income in order to achieve the purposes in their bylaws. The profits obtained can only be spent for the purposes of the association and cannot be distributed to members.

MANDATORY ORGANS, DECISION-MAKING MECHANISMS, AND MEMBERSHIP REGIME OF THE ASSOCIATION (Turkish Civil Code Articles 63-83)

After associations acquire legal personality through notification, they need a management structure that will reflect the will of this legal entity to the outside world, make decisions, and implement these decisions. The internal functioning of these structures, which are groups of individuals, is strictly regulated in Articles 63 to 83 of the Turkish Civil Code to ensure a democratic and transparent management model.

In associations established by investors or civil society actors, knowing the legal limits of the organs is critically important for eliminating the personal liability (criminal and financial) of the board members.

2.1. Mandatory Organs of an Association

In Turkish law, an association must establish three mandatory organs, which must be included in its bylaws, in order to remain legally active and carry out its activities. Associations may also establish optional organs such as a disciplinary board and an honorary board through their bylaws, but these organs cannot take over the powers of the mandatory organs (especially the non-transferable powers of the general assembly and the board of directors).

Association Organ Structure (Mandatory Three):

├── 1. General Assembly ───────> The most authoritative decision-making and auditing body (Composed of all members)

├── 2. Board of Directors ────> The executive and representative body of the association (At least 5 principal / 5 alternate members)

└── 3. Audit Committee ────> The internal audit body of the association (At least 3 principal / 3 alternate members)

2.2. General Assembly and Decision-Making Procedure (Turkish Civil Code Articles 72-81)

The General Assembly is the most authoritative decision-making body of the association and consists of all members registered with the association.

2.2.1. Meeting Time and Calling Procedure

First General Assembly: Associations must hold their first general assembly and establish their mandatory bodies within 6 months of acquiring legal personality. Otherwise, it constitutes grounds for dissolution.
Ordinary General Assembly: It must convene ordinarily at intervals specified in the bylaws, but at the latest every 3 years.
Calling Procedure: The board of directors calls the general assembly to a meeting at least 15 days in advance, using the procedure specified in the bylaws. The agenda, location, and time of the meeting are communicated to the members.
2.2.2. Meeting and Quorum

Meeting Quorum: The general assembly convenes with a simple majority (one more than half) of the members required to attend. In cases of bylaw amendments and dissolution of the association, a two-thirds majority of members is required. If a quorum is not achieved at the first meeting, a quorum is not required at the second meeting; however, the number of members attending the second meeting cannot be less than twice the total number of members of the board of directors and the supervisory board. Quorum for Decisions: Decisions are made by a simple majority of the members present at the meeting. However, decisions regarding amendments to the bylaws and dissolution can only be made by a two-thirds majority of the members present at the meeting.
2.3. Authority and Responsibilities of the Board of Directors and Supervisory Board

2.3.1. Board of Directors: Executive and Representation (Turkish Civil Code Articles 84-85)

The board of directors is the executive and representative body of the association; it is elected by the general assembly and consists of at least 5 principal and 5 alternate members.

Representation Authority: The board of directors represents the association to the outside world. The board of directors may delegate this representation authority to one of its members (President) or to a third party (General Secretary/Director).
Legal/Financial Responsibility: Members of the board of directors must act as prudent agents while conducting the association’s affairs. They are personally and jointly liable, in proportion to their fault, for damages suffered by the association due to actions contrary to the law or the bylaws. Furthermore, the members of the board of directors are personally liable for the association’s public debts (taxes, social security contributions) with their own assets.
2.3.2. Audit Committee: Internal Audit (Turkish Civil Code Article 86)

It consists of at least 3 principal and 3 alternate members. According to the principles and procedures specified in the association’s bylaws, it audits whether the books and expenditures are in accordance with the law and the purpose. It presents the audit results to the board of directors and the general assembly in a report.

2.4. Association Membership Regime: KaMembership, Termination, and Rights (Turkish Civil Code Articles 63-71)

2.4.1. Acquisition of Membership

Any natural or legal person with legal capacity may become a member of the association. The board of directors must decide on (accept or reject) written membership applications within a maximum of 30 days and inform the applicant of the result.

2.4.2. Termination of Membership

Withdrawal from Membership (Resignation): No one can be forced to remain a member of the association. Every member has the right to withdraw from the association by giving written notice. Expulsion from Membership (Dismissal): For justifiable reasons stated in the bylaws (e.g., non-payment of dues, acting contrary to the association’s purpose), a member may be expelled by a decision of the board of directors. The member retains the right to appeal this decision to the general assembly and to the court.

2.4.3. Equality of Members and Voting Rights

According to Turkish Civil Code Article 68, members of the association have equal rights. No distinction can be made based on religion, language, race, gender, or class. Every member has at least one vote in the general assembly, and the member must cast their vote in person (voting by proxy is not allowed).

How often should an association’s general assembly be held?

Unless otherwise stipulated in the association’s bylaws, association general assemblies are legally required to convene ordinarily at least every 3 years and be reported to the local administrative authority.

How many people make up an association’s board of directors?

According to Law No. 5253 and the Civil Code, the association’s board of directors consists of at least 5 principal and 5 alternate members, elected by the general assembly by secret or open ballot.

Can an association member authorize someone else to vote on their behalf?

No, they cannot. According to Article 71 of the Turkish Civil Code, each member has only one vote in the association’s general assembly, and the member is obligated to cast this vote in person; voting by proxy is strictly prohibited.

FOREIGNERS’ RIGHT TO ESTABLISH ASSOCIATIONS IN Türkiye, MEMBERSHIP IN ASSOCIATIONS, AND THE LIMITS TO THE ACTIVITIES OF FOREIGN ASSOCIATIONS IN Türkiye (Associations Law, Articles 5 and 22)

The most dynamic and international dimension of association law is civil society activities involving a foreign element. The operation of projects in Türkiye by global NGOs, the formation of associations by foreign expat communities or investors for cultural and social purposes are subject to strict legal filters under Articles 5 and 22 of the Associations Law No. 5253 and secondary legislation.

3.1. Regime for Establishing and Membership of Associations by Foreign Natural Persons (Associations Law, Article 5)

The right of foreign natural persons (foreign nationals) residing or investing in Turkey to establish associations is protected under the constitutional freedom of association, but an additional condition is required compared to domestic citizens: having a residence permit in Türkiye.

According to Article 5 of the Associations Law, the regime is as follows:

Condition for Being a Founder of an Association: For a foreign individual to be one of the seven founders of an association to be established in Turkey, it is mandatory that they have the right of residence in Turkey (a valid residence permit).
Condition for Being a Member of an Association: Similarly, foreign individuals wishing to become members of an existing association must also have a residence permit in Türkiye.
Honorary Membership Exception: Foreigners without a residence permit cannot be full members of an association, nor can they vote in the general assembly; however, they may be accepted as “honorary members” if stipulated in the association’s bylaws.
3.2. Activities of Foreign Associations and Foundations in Turkey (Associations Law, Article 22)

Foreign associations, foundations, or non-profit organizations whose headquarters are located abroad cannot operate directly in Turkey. Foreign NGOs wishing to operate, open offices, or cooperate in Turkey have three legal alternatives.

All of these methods are subject to the permission of the Ministry of Interior (with the opinion of the Ministry of Foreign Affairs) in accordance with Article 22 of the Associations Law:

Legal Forms of Existence of Foreign Associations in Türkiye (with the Permission of the Ministry of Interior):

├── 1. Opening a Representative Office ─────> It does not have legal personality. It is an administrative office directly subordinate to the central office.

├── 2. Opening a Branch ───────────> It has legal personality in Türkiye. It can conduct economic activities.

└── 3. Collaboration ────> This is protocol-based. It carries out joint projects with a local association in Türkiye.

3.2.1. Establishing a Representative Office (Liaison/Representative Office)

This is the most preferred corporate structure for foreign associations in Türkiye. The representative office does not have a separate legal personality in Türkiye; it is a direct administrative extension of the main association abroad. It is established to communicate with local institutions in Türkiye and to supervise projects on-site.

3.2.2. Establishing a Branch

This is when a foreign association establishes a sub-unit with its own legal personality in Türkiye. The branch forms its organs, such as the general assembly and the board of directors, in Türkiye. It has a wider scope of action compared to the representative office.

3.2.3. Direct Activity and Cooperation (Protocol Regime)

A foreign association may wish to carry out a joint project with a local association, foundation, or trade union in Türkiye without opening a physical branch or representative office in Türkiye. In this case, the Cooperation Protocol to be signed between the parties shall enter into force.It is mandatory to obtain approval from the Ministry of Interior in order to be able to operate.

3.3. Activity Prohibitions and Supervision for Foreign NGOs

The General Directorate of Civil Society Relations of the Ministry of Interior subjects branches and representative offices of foreign associations operating in Türkiye to very strict administrative and financial supervision.

Prohibition of Political Activities: It is strictly forbidden for foreign associations to engage in activities that interfere with Türkiye’s internal politics, influence elections, or are contrary to general morality and public order. Activities Outside the Purpose: If a foreign association deviates from the justification for its establishment and its activity plan submitted to the Ministry, its permit is automatically revoked by the Ministry of Interior, and its activities are terminated, initiating a liquidation process.
Can a foreign national establish an association in Türkiye?

Yes, they can. However, according to Law No. 5253 on Associations, a foreign individual must have a valid residence permit in Türkiye to be a founder or member of an association in Türkiye.

How can a foundation or association abroad open an office in Türkiye?

Foreign-based non-governmental organizations (NGOs) can open branches or establish representative offices in Türkiye with the permission of the Ministry of Interior, provided they obtain a positive opinion from the Ministry of Foreign Affairs.

Can a foreigner without a residence permit participate in an association in any way?

Foreigners without a residence permit in Türkiye cannot be full members of an association and cannot vote in the general assembly. However, if there is a provision to this effect in the association’s bylaws, they can become honorary members to provide material or moral support to the association.

SECTION 4: INCOME SOURCES OF ASSOCIATIONS, FINANCIAL AUDIT AND LIMITS ON RECEIVING INTERNATIONAL FUNDING/AID (Associations Law, Article 21)

The ability of associations to realize the ideal goals stated in their bylaws depends on having a sustainable financial infrastructure. However, since associations are non-profit organizations, the processes of collecting and spending their income, and especially obtaining funds from abroad, are subject to very strict financial auditing by the state.

Especially for associations that carry out international projects or work with foreign partners, a single procedural error in their financial processes can lead to very heavy administrative fines and even criminal liability for association managers under Law No. 5253 on Associations and the Obligation to Inform.

4.1. Legal Income Sources of Associations

An association may obtain the following incomes within the limits set by law to finance the purposes stated in its charter:

Membership Fees: Entrance fees and annual dues (Amount determined in the charter).
Economic Enterprise Income: Profits arising from economic activities such as commercial premises, local businesses, courses, publishing houses, or sponsorships established by the association to achieve its purpose.
Donations and Aid: Unconditional financial contributions made to the association by individuals or legal entities of their own free will.
Association Asset Income: Rental income from real estate owned by the association or interest earned from bank deposits.
4.2. International Funding and Foreign Aid Receipt Regime (Associations Law, Article 21)

International non-governmental organizations (EU grants, consular funds, foreign foundation aid, etc.) are among the most important sources of funding for associations. However, in Türkiye, the process of receiving aid from abroad is subject to a “prior notification” requirement.

According to Article 21 of the Associations Law, the rules are quite clear:

Associations may receive in-kind and monetary aid from individuals, institutions, and organizations abroad, provided they notify the local administrative authority in advance.

4.2.1. Procedure and “Bank” Requirement for Foreign Aid

Notification Form: Associations receiving funds from abroad must fill out the “Notification of Receiving Aid from Abroad” form and submit it to the local administrative authority (digitally via the DERBİS system) before the money is deposited into the account or before the in-kind aid is received. Bank Intermediation Requirement: All cash (monetary) donations must be received through banks. Bringing cash into the association’s treasury by hand, courier, or through unofficial means from abroad is strictly prohibited. The information on the bank transfer notification form (sender institution, amount, project purpose) must match exactly. Process for Obtaining Funds/Aid from Abroad:

[Agreement with Foreign Fund/Organization] ───> [Preliminary Notification via DERBİS (to the Local Authority)]

… [Expenditure]

4.3. Financial Audit and Bookkeeping Principles of Associations

Associations are obliged to submit an Association Declaration to the local administrative authority within the first four months of each year (until April 30th), containing their activities, income, and expenditure results for the previous year, in accordance with the principle of transparency.

Operating Account Principles: Small-scale associations whose annual income is below the legal limit must use the simplified accounting method.(Income-Expense Ledger) records can be kept.
Balance Sheet Basis (Journal and General Ledger): Associations whose annual gross income exceeds the limit determined by the Ministry, and associations working for the public benefit, are required to keep books according to the balance sheet basis (like companies) and undergo audit by a financial advisor.
Receipts: Association income is collected with a “Association Income Receipt”. For income collected through bank branches, the bank statement serves as a receipt. Association expenses are documented with invoices, retail sales receipts, or expense vouchers.
4.4. Status of an Association Working for the Public Benefit

The most prestigious financial milestone for an association is obtaining the status of “Association Working for the Public Benefit” by Presidential decree.

Conditions: The association must have been in operation for at least one year, its purpose must be aimed at providing social benefit, and it must encompass a wide audience. Financial Advantages: Associations that obtain this status are granted very significant tax exemptions. For example, donations made to these associations can be deducted from the donors’ corporate or income tax base (tax reduction). Furthermore, these associations can receive land allocation from the state or direct support from public funds. Can an association receive grants from abroad in euros or dollars?

Yes, it can. However, according to Article 21 of the Associations Law, it is mandatory to officially notify the local administrative authority (Governor’s Office/District Governor’s Office) before the money is transferred to the association’s account, and the money must absolutely be brought in via bank transfer.

What happens if the grant from abroad is not reported?

If aid is received from abroad without prior notification, the association and its board members will face very heavy administrative fines. Furthermore, there is a risk that the undeclared funds may be blocked or confiscated by the local administrative authority.

When is the association declaration submitted?

Associations are required to submit their annual association declaration, which includes all financial and administrative activities for the previous year, to the local administrative authority via the DERBİS system no later than April 30th each year.

TERMINATION OF THE ASSOCIATION, Spontaneous Dissolution (Dissolution), Termination by Court Decision, and Liquidation Process (Turkish Civil Code Articles 87-98)

In this final part of our series on associations, we examine the termination regime of legal personality and the liquidation of assets. The termination of an association’s activities can occur through the free will of its founders, the automatic fulfillment of conditions stipulated by law (dissolution), or by judicial action to protect public order (termination).

During the liquidation process of an association, the question of where the remaining funds or real estate belonging to the association will be transferred is of great importance, especially for founding partners and investors; because association assets cannot be distributed among partners like companies.

5.1. Methods of Termination of an Association

According to the Turkish Civil Code, the legal existence of an association ends in three different ways:

Methods of Termination of an Association:

├── 1. Automatic Termination (Dissolution – Turkish Civil Code Article 87) ──> Automatically upon the fulfillment of legal conditions

├── 2. Dissolution by General Assembly Resolution (Turkish Civil Code Article 88) ────────> By the will of the members themselves (2/3 majority)

└── 3. Dissolution by Court Decision (Turkish Civil Code Article 89) ────────────> By court order in cases of illegality/morality by hand

5.1.1. Automatic Dissolution (Dissolution – Turkish Civil Code Article 87)

The association shall be deemed to have dissolved automatically without the need for any board decision if the following situations occur:

Achievement or Impossibility of Achievement of the Purpose: The achievement of the purpose stated in the bylaws, or the realization of which has become legally/practically impossible.
Expiration of the Term: If the bylaws state that the association was established for a specific period, and that period has expired.
Failure to Convene the First General Assembly: Failure to convene the first general assembly and form the mandatory organs within 6 months of the establishment notification.
Insolvency: The association becoming insolvent to the extent that it cannot pay its debts.
Failure to Form Mandatory Organs: The establishment of the board of directors in accordance with the bylaws becoming impossible.
Loss of Minimum Membership Requirement: The number of members of the association falling below the minimum number of 7 required by law.
5.1.2. Termination by General Assembly Resolution (Dissolution – Turkish Civil Code Article 88)

The general assembly may decide to dissolve the association at any time. However, a strict quorum is required for this decision:

Meeting Quorum: At least two-thirds (2/3) of the members with voting rights must attend the general assembly convened with the agenda of dissolution. Decision Quorum: The dissolution decision can only be taken by a two-thirds (2/3) majority of the members attending the meeting.
5.1.3. Termination by Court Decision (Dissolution – Turkish Civil Code Article 89)

If the purpose or activities of the association become contrary to the law, public order, or general morality; upon a lawsuit filed by the public prosecutor or the administrative authority, the competent Civil Court of First Instance shall decide on the dissolution of the association. The court may temporarily suspend the activities of the association during the trial.

5.2. Liquidation Process and Transfer of Assets (Turkish Civil Code Articles 95-98)

When an association ceases to exist, it is not directly dissolved; it first enters a liquidation process. During the liquidation process, the legal personality is limited solely to the purpose of liquidation.The process continues, and the phrase “(In Liquidation)” is added to the association’s name.

5.2.1. The Rule of Non-Distribution of Assets

This is the most significant difference between associations and companies. Even if the association’s bylaws contain a clause stating “If the association is dissolved, the assets will be distributed to the founders,” this clause is invalid.

Basic Rule: The association’s money, assets, and rights cannot be transferred to its members or founders under any circumstances, due to the prohibition against sharing profits.
If there is a provision in the bylaws: The assets are transferred to another association or foundation with a similar purpose, as specified in the bylaws, and closest to the association’s purpose.
If there is no provision in the bylaws: If the dissolution is by court order or the place of transfer is not specified in the bylaws, all the association’s assets pass to the treasury (state).
5.2.2. Liquidation Procedures

Unless otherwise decided, the last board of directors acquires the status of the Liquidation Board. The board collects the association’s receivables, pays its debts, and requests the local administrative authority to remove the association’s registration from the registry by transferring the remaining net assets to the place specified in the bylaws or law.

Can the money in the treasury be divided among the founders when the association is closed?

No, absolutely not. Since associations are not structures that aim to share profits, in the event of closure, the remaining assets and money can only be transferred to another civil society organization with similar purposes or remain with the state (treasury).

Does an association close if the number of members falls below 7?

Yes. According to Article 87 of the Turkish Civil Code, the association is considered to have automatically ceased to exist (dissolved) the moment the number of members falls below the legal minimum of 7.

How many votes are required in the general assembly to close an association?

For an association to be dissolved voluntarily, a two-thirds (2/3) majority of the members attending the general assembly meeting must vote in favor of dissolution.

INTERNAL AND EXTERNAL LEGAL DISPUTES, MEMBERSHIP CASES, AND ADMINISTRATIVE AND JUDICIAL DISPUTES INVOLVING FOREIGN PARTIES

Due to their charter-based and multi-member structures, associations frequently experience legal disputes both internally (between members and organs) and with the outside world (administrative authorities and third parties). Administrative disputes with local authorities are frequently brought before the judicial system, particularly in associations with foreign founders or members, and those undertaking international projects.

In this final section, we will examine the most common types of disputes in association law, the types of lawsuits that can be filed, and the specific legal obstacles that foreigners may encounter.

6.1. Disputes Arising from Association Membership and Internal Disputes

A large portion of internal association disputes revolve around the validity of general assembly decisions and the unfair termination of membership. The competent court for these disputes is the Civil Court of First Instance located where the association’s headquarters are situated.

6.1.1. Lawsuit for Annulment of General Assembly Decisions (Turkish Civil Code Article 83)

Members who claim that the decisions taken at the general assembly are contrary to the law or the association’s bylaws may apply to the courts for the annulment of these decisions:

Conditions for Filing a Lawsuit: Any member who was present at the meeting and voted against the decision, recording this in the minutes (registering a dissenting opinion), can file a lawsuit. Members who were not present at the meeting have the right to file a lawsuit from the moment they learn of the decision. Statute of Limitations: The lawsuit for annulment must be filed within 3 months from the date of the decision (or the date of learning of it) and in any case within 3 years from the date of the decision. A lawsuit cannot be filed after these periods have expired.
6.1.2. Appeal and Annulment Lawsuit Against Expulsion (Dismissal) Decision

A member expelled from the association by the board of directors can initiate legal action claiming that this decision is unfair:

If an Appeal Procedure Exists in the Bylaws: The member must first exhaust the internal mechanisms specified in the bylaws. Generally, an appeal against the board of directors’ decision is made at the first ordinary general assembly. If the general assembly rejects the appeal, the member can file an annulment lawsuit in court within 3 months of the notification of this rejection decision.
If No Appeal Procedure Exists in the Bylaws: The member has the right to file an annulment lawsuit directly in the Civil Court of First Instance against the board of directors’ expulsion decision.
6.2. Disputes Between Associations and Third Parties and the Administration

The most common disputes encountered in the external relations of associations are liabilities arising from public debts and administrative sanctions imposed by the local authorities (Governorship/District Governorship).

6.2.1. Disputes Regarding the Personal Liability of Board Members for Public Debts

If the tax (withholding tax, etc.) and social security premium debts of the association’s legal entity are not paid, Law No. 6183 on the Collection Procedure of Public Receivables comes into effect.

Recourse and Liability: The Ministry of Finance or the Social Security Institution may directly pursue the personal assets of the board members in the period when the public debt arose in order to collect the debt. Recourse lawsuits are filed between board members against the administration and against each other on the grounds that the debt does not belong to their period or that they are not at fault.
6.2.2. Lawsuits for Annulment Against Administrative Fines and Prohibition of Activities Decisions

Late submission of the annual declaration…In cases such as the issuance of permits, improper keeping of ledgers, or operating a local business without notifying the local authority, the Directorate of Civil Society Relations imposes administrative fines.

Judicial Recourse: Appeals against administrative fines must be filed with the Magistrates’ Court within 15 days of notification. Against requests to suspend the association’s activities or to amend the bylaws by the local authority, an annulment lawsuit must be filed with the Administrative Court within 30 days.
6.3. Special Disputes Experienced by Foreigners in Membership and Association Establishment Processes

Association activities involving foreign elements are subject to a multifaceted security and regulatory filter involving law enforcement and the Directorate of Migration Management. The most frequent disputes in this area are:

6.3.1. Disputes Regarding the Cancellation or Non-Extension of Residence Permits

According to Article 5 of the Associations Law, a valid residence permit is required for a foreigner to remain a member of an association.

Point of Dispute: If the Directorate of Migration Management cancels or does not extend the residence permit of a foreign founder or member, the individual legally loses their membership status in the association. In this case, the association faces the risk of falling below the minimum number of members (7) (threat of dissolution). An annulment lawsuit filed by the foreigner in the Administrative Court against the cancellation of the residence permit directly affects the future of the association.
6.3.2. Rejection or Cancellation of Permissions for Foreign NGOs to Open Representative Offices/Branches

The request of an association headquartered abroad to open a representative office in Türkiye may be rejected by the Ministry of Interior on the grounds of “public security,” “national interests,” or “deficiencies in the application file.”

Judicial Remedy: An annulment lawsuit must be filed in the Ankara Administrative Court within 60 days of the notification of the Ministry’s rejection decision. The court will review the administration’s discretionary power in terms of public interest and service requirements. Judicial Map of Disputes Involving Foreign Nationals:

├── Residence Permit Cancellation (Immigration Administration) ───────────────> Administrative Court (Cancellation Case)

├── Refusal to Open a Representative Office (Ministry of Interior) ─────> Ankara Administrative Court (Cancellation Case)

└── Penalty for Failure to Report Foreign Funds (Governor’s Office) ──> Magistrates’ Court (Appeal)

6.4. Frequently Asked Questions (FAQ) from an SEO Perspective

What should a person do if they are unfairly expelled from an association?

A member must first appeal to the general assembly if this is stipulated in the association’s bylaws. If there is no internal appeal process in the bylaws, or if the general assembly rejects the appeal, the member can file a lawsuit for the annulment of the expulsion decision in the Civil Court of First Instance within 3 months of the notification of the decision.

Can every member file a lawsuit against a decision made at the association’s general assembly?

No, not every member can file a lawsuit directly. A member present at the meeting must have opposed the decision and recorded their opposition in the general assembly minutes. Members not present at the meeting can file a lawsuit within the time limit after learning of the decision.

Which court should be consulted if a foreign association’s representation permit in Türkiye is revoked?

If the permission to open a representation or branch issued by the Ministry of Interior is revoked or not extended, an annulment lawsuit with a request for a stay of execution should be filed in the Ankara Administrative Court.