Associations

THE CONCEPT OF ASSOCIATION, ITS 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, statutory structures, and legal safeguards at their inception.

Articles 56 to 62 of the Turkish Civil Code and Law No. 5253 onAssociations regulate the principles for the establishment of associations. Establishing the correct legal framework for an association is vital, especially in projects involving foreign elements or supported by international funds, in order to prevent future administrative sanctions.

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

Article 56 of the Turkish Civil Code 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 profit sharing."

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

• Being a Community of Individuals: Associations are not a "collection of assets" like foundations, but a "collection of individuals." The element that ensures the founding will and continuity is the existence of individuals.
• Minimum Number of Founding Members: A minimum of 7 natural or legal persons is required to establish an association . This number must be maintained throughout the association's lifespan; a membership below 7 constitutes grounds for dissolution (automatic termination).
• Absence of a Profit-Sharing Purpose (Ideal Purpose): The fundamental characteristic of associations differs from that of companies, whose purpose is to distribute profits to members. Associations should 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 they cannot engage in any economic activity. An association an economic enterprise (commercial enterprise) to generate resources to achieve its ideal goals. However, the income generated from this enterprise cannot be distributed among members; it must be spent directly on the purposes stated in the association's bylaws.

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 prior state permission (permission system), but rather to a "notification system ." This is a manifestation of the freedom of association, a constitutional right.

According to Article 59 of the Turkish Civil Code, 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 are located (Provincial/District Directorate of Civil Society Relations within the Governorship or District Governorship).

Association Organization Chart:

[7 Founders (Natural/Legal Persons)] + [Preparation of the Association's 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] 

             ├── Proper Registration ──────> Final Registration in the Trade/Association Registry

             └── Missing Document ───────> 30-Day Completion Period ──> If Not Completed ──> Termination 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 entity that has undergone administrative oversight.

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 any illegality in the bylaws or deficiencies in the documents, the founders will be notified in writing to rectify these deficiencies.
• 30-Day Period: The founders must remedy the specified deficiencies or bring the bylaws into compliance with the law within 30 days of the notification date
• Risk of Dissolution Lawsuit: If the deficiencies are not remedied 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 bylaws of an association serve as its constitution and define the internal workings of the legal entity, its organs, and the rights and obligations of its members. According to Article 58 of the Turkish Civil Code, the bylaws of an association must contain the following elements:

• The name and headquarters of the association,
• The purpose of the association and the areas of activity and methods of operation to be pursued in order to achieve this purpose,
• The terms and conditions for joining and withdrawing from membership in the association
• The manner in which the general assembly convenes, its timing, duties and powers,
• 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 responsibilities,
• The method of determining the entrance and annual membership fees to be paid by members,
• The association's borrowing procedures,
• The association's internal audit procedures,
• How the bylaws will be amended,
• The method of liquidating the assets in the event of the dissolution of the association.

What is the minimum number of people required to establish an association?

According to the Turkish Civil Code, a minimum of seven natural or legal persons is required to establish and operate an association.

Is it mandatory to obtain permission from the state to establish an association?

No, it is not a requirement. Turkish law stipulates a notification system. The association is considered legally established the moment the founding documents and bylaws are submitted to the relevant local authority (Directorate of Civil Society Relations). Permission begins with the notification, not later.

Can associations generate profit by engaging in commercial activities?

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

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

After associations acquire legal personality through notification, they need a management structure that will reflect their will to the outside world, make decisions, and implement those decisions. The internal workings of these structures, which are essentially groups of individuals, are 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, understanding the legal limits of the governing bodies is critically important for preventing the personal liability (criminal and financial) of board members.

2.1. Mandatory Organs of the Association

In Turkish law, there are three mandatory bodies that an association must establish and include in its bylaws in order to remain legally active and carry out its activities . Associations can also create optional bodies such as a disciplinary board and an honorary board through their bylaws, but these bodies cannot take over the powers of the mandatory bodies (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 supervisory body (Composed of all members)

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

└── 3. Supervisory Board ────> The association's internal audit body (At least 3 full members / 3 alternate members)

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

The general assembly is the highest 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 within a maximum of 6 months . Failure to do so constitutes grounds for dissolution.
• Ordinary General Assembly: It must convene ordinarily at the intervals specified in the bylaws, but at the latest every 3 years
• Meeting Procedure: The board of directors shall convene the general assembly at least 15 days in advance, in accordance with the procedure specified in the bylaws. The agenda, location, and time of the meeting shall be communicated to the members.

2.2.2. Meeting and Quorum Requirements

• Quorum for Meetings: The general assembly with a simple majority (one more than half) of the members required to attend. However, for amendments to the bylaws and dissolution of the association, a two-thirds 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 executive and supervisory boards.
• 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 .

2.3. Powers and Responsibilities of the Board of Directors and the 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 full members and 5 alternate members

• Authority to Represent: The board of directors represents the association to the outside world. The board of directors may delegate this authority to one of its members (President) or to a third party (General Secretary/Director).
• Legal/Financial Responsibility: Board members are obligated to act as prudent agents in conducting the association's affairs. They are personally and jointly liable, in proportion to their fault, for any damages incurred by the association due to actions contrary to the law or the bylaws. Furthermore, board members are personally liable, with their own assets, for the association's public debts (taxes, social security contributions).

2.3.2. Supervisory Board: Internal Audit (TMK Article 86)

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

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

2.4.1. Obtaining 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: A member may be expelled by a decision of the board of directors for justifiable reasons stated in the bylaws (e.g., failure to pay dues, acting contrary to the association's aims). The member reserves the right to appeal this decision to the general assembly and to the courts.

2.4.3. Equality of Members and Voting Rights

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

How often should the association's general assembly be held, at the latest?

Unless the association's bylaws stipulate a shorter period, association general assemblies are legally required to convene ordinarily at least every 3 years and report to the local administrative authority.

How many people are on the board of directors of an association?

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

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

No, it cannot be used by proxy. According to Article 71 of the Turkish Civil Code, each member has only one vote in the general assembly of an association, and the member is obliged to cast this vote in person; voting by proxy is strictly prohibited.

 ESTABLISHING ASSOCIATIONS BY FOREIGNERS IN Türkiye, BECOMING A MEMBER OF ASSOCIATIONS, AND THE LIMITS ON 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 implementation of projects in Turkey by global NGOs, and 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 Law No. 5253 on Associations and its secondary legislation

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

Foreign individuals residing or investing in Turkey (foreign nationals) have the constitutional right to form associations, but they are subject to an additional requirement compared to Turkish citizens: they must possess a residence permit in Turkey.

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

• Association Founding Requirement: For a foreign national to be one of the seven founders of an association to be established in Turkey, it is mandatory that they possess the right of residence in Turkey (a valid residence permit)
• Membership Requirement: Foreign individuals wishing to become members of an existing association are also required to possess a residence permit in Turkey.
• Honorary Membership Exception: Foreigners without residence permits cannot become full members of the association or vote in the general assembly; however, "honorary members" .

3.2. Activities of Foreign Associations and Foundations in Türkiye (Associations Law, Article 22)

Foreign associations, foundations, or non-profit organizations headquartered abroad cannot operate directly in Türkiye. Foreign NGOs wishing to operate, open offices, or collaborate in Türkiye have three legally available alternatives.

All of these methods to the permission of the Ministry of Interior (after obtaining 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 Permission from the Ministry of Interior):

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

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

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

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

This is the most preferred organizational 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 monitor projects on-site.

3.2.2. Branch Opening

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

3.2.3. Direct Action and Cooperation (Protocol Regime)

A foreign association may wish to undertake a joint project with a local association, foundation, or trade union in Turkey without establishing a physical branch or representative office. In this case, approval from the Ministry of Interior is required for the Cooperation Protocol to be signed between the parties to enter into force

3.3. Activity Bans and Control 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 control.

• Prohibition of Political Activities: Foreign associations are strictly prohibited from interfering in Turkey's domestic politics, influencing elections, or engaging in activities that are contrary to general morality or public order.
• Activities Outside the Scope of Establishment: If a foreign association deviates from the purpose of its establishment and its activity plan submitted to the Ministry, its license will be automatically revoked , its activities will be terminated, and the liquidation process will be initiated.

Can a foreign national establish an association in Türkiye?

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

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

Non-governmental organizations based abroad may open branches or establish representative offices in Turkey 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 not participate in any association whatsoever?

Foreigners without a residence permit in Turkey cannot become full members of the association and cannot vote in the general assembly. However, if there is a provision to this effect in the association's bylaws, honorary members.

 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 securing funds from abroad, are subject to very strict financial oversight by the state.

For associations, especially those undertaking international projects or working with foreign partners, a single procedural error in their financial processes can lead to very heavy administrative fines and even criminal liability for association executives under Law No. 5253 on Associations and the Obligation to Inform

4.1. Legal Income Sources of Associations

An association may obtain the following income, within the limits set by law, to finance the purposes stated in its bylaws:

• Membership Fees: Entrance fee and annual dues (Amount determined in the bylaws).
• Economic Enterprise Revenues: Profits arising from economic activities established by the association to achieve its purpose, such as commercial premises, local businesses, courses, publishing houses, or sponsorships.
• Donations and Contributions: Voluntary financial contributions made to the association by individuals or legal entities.
• 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 Receiving Regime (Associations Law, Article 21)

International non-governmental organizations (NGOs) (EU grants, consular funds, foreign foundation aid, etc.) are among the most important sources of funding for associations. However, in Turkey, the process of receiving aid from abroad "prior notification" requirement.

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

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

4.2.1. Procedures and "Bank" Requirement for Foreign Aid

• Notification Form: Associations receiving funds from abroad "Notification of Receiving Aid from Abroad" form and submit it to the relevant local authority (digitally via the DERBİS system) before the money is transferred to the account or before the in-kind aid is received.
• Bank Intermediation Requirement: All cash (monetary) donations 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 (sending institution, amount, project purpose) must match exactly.

The Process of Obtaining Funds/Aid from Abroad:

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

                                                    │

                                                    ▼

[Transfer to Legal Bank Account] <──────────────────┘ (Cash Receipt is STRICTLY PROHIBITED)

        │

        ▼

[Expenditure only in line with the stated project objective]

4.3. Financial Auditing and Bookkeeping Principles of Associations

In accordance with the principle of transparency, associations are obligated to submit an Association Declaration to the local administrative authority within the first four months of each year (by April 30th), detailing their activities, income, and expenditure results for the previous year

• Business Accounting Principles: Small-scale associations whose annual income is below the legal limit can keep records using a simplified method (Income-Expense Ledger).
• Balance Sheet Method (Journal and General Ledger): Associations whose annual gross income exceeds the limit determined by the Ministry, as well as associations working for the public good, according to the balance sheet method (like companies) and undergo an audit by a financial advisor.
• Receipts: Association income is collected using 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 Public Benefit

The most prestigious financial milestone for an association "Association Working for Public Benefit" status by presidential decree.

• Requirements: The association must have been in operation for at least one year, its purpose must be to provide social benefit, and it must encompass a broad audience.
• Financial Advantages: Associations granted this status receive significant tax exemptions. For example, donations to these associations can be deducted from the donors' corporate or income tax base (tax reduction). Furthermore, these associations may receive land allocation from the government or direct support from public funds.

Can an association receive grants from abroad in euros or dollars?

Yes, it can be transferred. However, according to Article 21 of the Associations Law, official notification must be made to 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 through a bank.

What happens if the grant notification from abroad is not submitted?

Receiving aid from abroad without prior notification will result in very heavy administrative fines for the association and its board members. Furthermore, there is a risk that the undeclared funds may be blocked or confiscated by the local authorities.

When should the association declaration be submitted?

Associations are required to submit their annual association declaration, which includes all their 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, VOLUNTARY DISSOLUTION, DISSOLUTION BY COURT DECISION AND LIQUIDATION PROCESS (Turkish Civil Code Articles 87-98)

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

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

5.1. Forms of Association Termination

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

Forms of Association Termination:

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

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

└── 3. Termination by Court Order (Turkish Civil Code Article 89) ────────────> By the judiciary in cases of illegality/morality

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

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

• Fulfillment or Impossibility of the Purpose: The fulfillment of the purpose stated in the bylaws, or the fact that its fulfillment has become legally/practically impossible.
• Expiration of 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 bodies within 6 months of the establishment notification.
• Insolvency: The state in which an association is unable to pay its debts.
• Failure to Form Mandatory Bodies: It becomes impossible to establish the board of directors in accordance with the bylaws.
• Loss of Minimum Membership: The number of association members falls 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 to be made

• Quorum for Meeting: At least two-thirds (2/3)must attend the general assembly convened with the agenda of dissolution.
• Quorum for Decision: The decision to dissolve the meeting can only by a two-thirds (2/3) majority .

5.1.3. Termination by Court Decision (Dissolution – Turkish Civil Code Article 89)

If the association's purpose or activities become contrary to law, public order, or general morality, the competent Civil Court of First Instance shall decide on the dissolution of the association upon a lawsuit filed by the public prosecutor or the administrative authority. The court may temporarily suspend the association's activities 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 a liquidation process . During the liquidation period, the legal entity continues only for the purpose of liquidation, and the phrase "(In Liquidation)" is added to the association's name.

5.2.1. The Rule of Non-Dividability of Assets

This is the most significant difference between associations and companies. Even if an association's charter includes a clause stating "If the association is dissolved, its assets will be distributed to the founders," this clause is invalid .

• Fundamental Rule: The association's funds, assets, and rights cannot be transferred to its members or founders under any circumstances, in accordance with the prohibition against profit sharing.
• If the bylaws allow it: The assets to another association or foundation with similar purposes, as specified in the bylaws, and most closely aligned with the association's objectives .
• Unless otherwise stipulated in the bylaws: If the dissolution is by court order or the place of transfer is not specified in the bylaws, all assets of the association pass to the treasury (state)

5.2.2. Liquidation Procedures

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

If the association is dissolved, can the money in the treasury be divided among the founders?

No, it absolutely cannot be divided. Since associations are non-profit organizations, any assets and funds remaining after their closure can only be transferred to another non-governmental organization with similar aims, or they will go to the state (treasury).

Will an association close down if its membership falls below 7?

Yes. According to Article 87 of the Turkish Civil Code, an association is considered to have automatically dissolved (resolved) the moment its membership falls below the legal minimum of seven.

How many votes are needed in the general assembly to dissolve an association?

For the association to be dissolved of its own accord, it is a legal requirement that a two-thirds (2/3) majority of the members attending the general assembly meeting vote in favor of dissolution.

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

Associations, due to their statutory structure and multi-member organization, frequently experience legal disputes both internally (between members and governing bodies) and with the outside world (administrative authorities and third parties). In particular, administrative disputes with local authorities in associations with foreign founders or members, or those conducting international projects, are often brought before the courts.

In this final chapter, 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 Intra-Association Disputes

Most internal disputes within associations revolve around the validity of general assembly decisions and the unfair termination of membership. The competent court for these disputes the Civil Court of First Instance located where the association's headquarters are situated.

6.1.1. Action for Annulment of General Assembly Resolutions (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 appeal to the courts to have these decisions annulled

• Conditions for Filing a Lawsuit: present at the meeting who voted against the decision and had this recorded in the minutes (registered a dissenting opinion) may 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: An annulment lawsuit within 3 months and in any case within 3 years . A lawsuit cannot be filed after these periods have expired.

6.1.2. Appeal and Annulment Lawsuit Against the Decision to Expel Members

A member expelled from the association by the board of directors can initiate legal action, arguing that the decision was 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 a board decision is made at the first ordinary general assembly. If the general assembly rejects the appeal, the member within 3 months .
• If the bylaws do not specify an appeal process: A member has the right to file a lawsuit directly with the Civil Court of First Instance to challenge the board's expulsion decision.

6.2. Disputes Experienced by Associations with 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 the personal assets of the board members who were in office when the public debt arose . Recourse lawsuits are filed between board members against the administration and against each other, on the grounds that the debt did not originate from their term or that they are not at fault.

6.2.2. Actions for Annulment Against Administrative Fines and Bans from Operation Decisions

The Civil Society Relations Directorate imposes administrative fines in cases such as late submission of the annual declaration, improper keeping of accounting records, or operating a local business without notifying the relevant authority.

• Legal Recourse: against administrative fines with the Magistrates' Court within 15 days . Against requests to suspend the association's activities or to amend its bylaws by the local authority, with the Administrative Court within 30 days .

6.3. Specific Disputes Experienced by Foreigners During Membership and Association Establishment Processes

Associations formed with 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 as follows:

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

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 Immigration Administration revokes 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 membership requirement of 7 (threat of dissolution). A lawsuit filed by the foreigner in the Administrative Courtwould directly affect the future of the association.

6.3.2. Rejection or Cancellation of Permissions for Foreign NGOs to Establish Representative Offices/Branches

The Ministry of Interior may reject a request from an association headquartered abroad to open a representative office in Türkiye, citing reasons such as "public security," "national interests," or "deficiencies in the application file.".

• Judicial Recourse: Against the Ministry's rejection decision, in the Ankara Administrative Court within 60 days . The court will review the administration's discretionary power in terms of public interest and service requirements.

Judicial Map in Disputes Involving Foreign Elements:

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 Declare Foreign Funds (Governor's Office) ──> Magistrates' Court (Appeal)

6.4. Frequently Asked Questions (FAQ) Regarding SEO

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

The 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 may 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 any 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 dissent in the minutes of the general assembly. Members who were not present at the meeting can file a lawsuit within the prescribed time limit after learning of the decision.

If a foreign association's representative license in Türkiye is revoked, which court should be appealed to?

If the permit to open a representative office or branch, issued by the Ministry of Interior, is revoked or not extended, an annulment lawsuit with a request for a stay of execution in the Ankara Administrative Court .