{"id":184,"date":"2022-08-14T09:00:00","date_gmt":"2022-08-14T09:00:00","guid":{"rendered":"https:\/\/utuhukuk.com\/limited-sirketlerde-ortakliktan-cikma-ve-cikarilma\/"},"modified":"2026-10-01T14:08:41","modified_gmt":"2026-10-01T14:08:41","slug":"withdrawal-expulsion-membership-limited-liability-companies","status":"publish","type":"post","link":"https:\/\/utuhukuk.com\/en\/limited-sirketlerde-ortakliktan-cikma-ve-cikarilma\/","title":{"rendered":"Withdrawal from and Expulsion from Membership in Limited Liability Companies"},"content":{"rendered":"<div class=\"pm\" data-utu-pm=\"1\">\n<p class=\"pm-giris\">In limited companies <strong>withdrawal from the company<\/strong> and expulsion from the company are two separate routes leading to the termination of a shareholder\u2019s bond with the company. They are regulated in Articles 638 to 640 of Turkish Commercial Code No. 6102. In this article we address the cases of withdrawal and expulsion, the court with subject-matter and territorial jurisdiction, the parties to the action and the consequences of the termination of membership.<\/p>\n<aside class=\"pm-ozet\" aria-label=\"In brief\">\n<p class=\"pm-etiket\">In brief<\/p>\n<ul>\n<li>In limited liability companies, withdrawal and expulsion of members are regulated in TTK No. 6102, Arts. 638-640.<\/li>\n<li>Withdrawal from the company is possible if the articles of association grant a right of withdrawal or if there is just cause; withdrawal for just cause requires a court decision, and this right cannot be restricted by the articles of association.<\/li>\n<li>A member may be expelled by a general assembly resolution on a ground provided for in the articles of association, or for just cause by a court decision following an action filed by the company.<\/li>\n<li>A departing member is entitled to claim a severance payment corresponding to the real value of their share of the capital (TTK Art. 641).<\/li>\n<li>The competent court in an action for withdrawal from the company is the commercial court of first instance; according to the Court of Cassation, the action must be filed against the company.<\/li>\n<\/ul>\n<\/aside>\n<details class=\"pm-ic\" open>\n<summary>Contents<\/summary>\n<ol>\n<li><a href=\"#cikma-limited\">Withdrawal from the company: articles of association, consent and just cause<\/a><\/li>\n<li><a href=\"#hakim-sirket-cikma\">Withdrawal in a parent and subsidiary company relationship<\/a><\/li>\n<li><a href=\"#yapilandirma-cikma\">Merger, demerger, change of type and share transfer<\/a><\/li>\n<li><a href=\"#mahkeme-taraflar\">Court and parties in the withdrawal action<\/a><\/li>\n<li><a href=\"#cikarilma-limited\">Expulsion from the company: articles of association and just cause<\/a><\/li>\n<li><a href=\"#cikarilma-genel\">Expulsion through merger, parent company and share redemption<\/a><\/li>\n<li><a href=\"#sonuclar\">Consequences of withdrawal and expulsion<\/a><\/li>\n<li><a href=\"#sss\">Frequently asked questions<\/a><\/li>\n<li><a href=\"#iletisim\">Consultation request<\/a><\/li>\n<\/ol>\n<\/details>\n<section id=\"cikma-limited\">\n<h2>Withdrawal from the Company: Articles of Association, Consent and Just Cause<\/h2>\n<p>Under the provisions of the TCC on limited companies, withdrawal from the company may take place in the following ways:<\/p>\n<ul class=\"pm-cipler\" aria-label=\"Ways of withdrawing from a limited company\">\n<li>Right of withdrawal arising from the articles of association<\/li>\n<li>Withdrawal with the consent of all shareholders<\/li>\n<li>Withdrawal for just cause<\/li>\n<li>Withdrawal by joining<\/li>\n<\/ul>\n<h3>The Right of Withdrawal Arising from the Articles of Association<\/h3>\n<p>This is governed by Article 638 of Turkish Commercial Code no. 6102.<\/p>\n<blockquote class=\"pm-kanun\">\n<p>1 - The articles of association may confer on the members a right to withdraw from the company, and may make the exercise of that right subject to specified conditions.<\/p>\n<p>2 - Every member may bring an action for a decision that they withdraw from the company where just cause exists.<\/p>\n<p><cite>Article 638<\/cite><\/p><\/blockquote>\n<p>A member of a limited liability company may withdraw in two situations: where the right of withdrawal is provided for in the articles of association, and where just cause exists. In other words, apart from the cases provided for by law, no right of withdrawal exists unless it is laid down in the articles of association. That right may be provided for in the articles of association, or removed subsequently with the consent of all members (since it constitutes a vested right). As a rule, withdrawal takes effect at the moment the declaration of withdrawal reaches the company, unless the articles provide otherwise \u2014 for example, that it is to take effect at the end of that accounting year.<\/p>\n<h3>The Right of Withdrawal with the Consent of All Members<\/h3>\n<p>Withdrawal is also possible with the consent of all members at the general assembly. There are, however, views in the literature to the effect that a decision taken at the general assembly will not be valid in the absence of a provision in the articles of association.<\/p>\n<h3>The Right of Withdrawal for Just Cause<\/h3>\n<p>This is governed by Article 638\/II of Turkish Commercial Code no. 6102. In this case the member\u2019s own intention is not sufficient for withdrawal; a court decision is required. Just cause is assessed on the facts of each case. Just cause consists of reasons that make the continuation of the membership relationship a serious burden for the member; it must also have rendered remaining in the company intolerable for them. What is to constitute just cause may be laid down in the articles of association (in which case the court must allow the action for withdrawal), but withdrawal for just cause cannot be restricted by the articles.<\/p>\n<h3>The Right of Withdrawal by Joining an Existing Action<\/h3>\n<p>is regulated in TCC Art. 639. Where one of the shareholders brings an action for withdrawal from the company for just cause, the company managers must notify the other shareholders of this without delay. Upon this notification, each of the other shareholders has the right to join the withdrawal if this reason also constitutes just cause for them.<\/p>\n<p>Withdrawal by joining operates in the following order, as described in the article:<\/p>\n<ol class=\"pm-adimlar\">\n<li><strong>Withdrawal action<\/strong><span>One of the shareholders brings an action for withdrawal from the company for just cause.<\/span><\/li>\n<li><strong>Notification<\/strong><span>The company managers notify the other shareholders of this without delay.<\/span><\/li>\n<li><strong>Joining<\/strong><span>A shareholder for whom the reason also constitutes just cause may join the withdrawal within one month of the date on which the notification reaches them.<\/span><\/li>\n<\/ol>\n<div class=\"pm-not\">\n<p class=\"pm-etiket\">Important \u00b7 The one-month period<\/p>\n<p>Shareholders must exercise the right to join the withdrawal within one month of the date on which the notification reaches them; the one-month period is a peremptory period.<\/p>\n<\/div>\n<p>Where one of the members exercises the right conferred on them by the articles of association, the other members may, if they wish, also withdraw by joining that withdrawal. This is governed by Article 639 of the TCC.<\/p>\n<p>Having set out the just causes in an action for withdrawal, a member may ask the court to order, for the duration of the proceedings, that some or all of their rights and obligations arising from membership be suspended, or that certain measures be taken to secure their position. Such measures may be ordered on application or by the court of its own motion.<\/p>\n<h3>Exit Payment<\/h3>\n<p>Article 641 of Turkish Commercial Code no. 6102 provides:<\/p>\n<blockquote class=\"pm-kanun\">\n<p><em>\u201cWhere a member leaves the company, they are entitled to claim a departure payment corresponding to the true value of their capital share.\u201d<\/em><\/p>\n<p><em>\u201cBy reason of the right of departure provided for in the articles of association, the articles may regulate the departure payment differently.\u201d\u00a0 <\/em><\/p>\n<p><cite>Turkish Commercial Code No. 6102, Art. 641<\/cite><\/p><\/blockquote>\n<p>Where a member of a limited liability company leaves the company, they are entitled to claim a departure payment corresponding to the true value of their capital share. Where the member\u2019s withdrawal requires a court decision, withdrawal takes effect on the date the decision becomes final, and the departure payment is determined by reference to that date. Where the right of departure is specifically provided for in the articles of association, the manner and time of payment of the departure payment may also be agreed differently.<\/p>\n<\/section>\n<section id=\"hakim-sirket-cikma\">\n<h2>Withdrawal from the Company in a Parent and Subsidiary Company Relationship<\/h2>\n<p><strong>\u00a0\u00a0\u00a0\u00a0<\/strong>Turkish Commercial Code no. 6102 contains detailed provisions on groups of companies, and Article 195 governs controlling and dependent companies. Under that article:<\/p>\n<blockquote class=\"pm-kanun\">\n<p><em>\u201ca) Where a commercial company, directly or indirectly, in respect of another commercial company;<\/em><\/p>\n<ol>\n<li><em>holds the majority of the voting rights, or<\/em><\/li>\n<li><em>is entitled, under the articles of association, to secure the appointment of a number of members sufficient to form a decision-making majority in the management body, or<\/em><\/li>\n<li><em>constitutes, together with its own voting rights and on the basis of an agreement, alone or together with other shareholders or members, the majority of the voting rights\u00a0<\/em><\/li>\n<\/ol>\n<p><em>\u00a0 \u00a0b) where a commercial company is able to keep another commercial company under its control by virtue of an agreement or in some other way,<\/em><\/p>\n<p><em>the first company is the controlling company and the other the dependent company<\/em><\/p>\n<p><cite>TCC Art. 195<\/cite><\/p><\/blockquote>\n<p>Under Article 202\/II of the TCC, shareholders in a dependent company have the right to bring an action against general assembly and board resolutions concerning significant amendments to the articles of association effected through the exercise of control and for which there is no clearly justified reason from the dependent company\u2019s point of view. The Law lists merger, division, change of type, dissolution and the issue of securities as examples of such resolutions.<\/p>\n<p>Where the conditions of Article 202 of the TCC are met and the dependent company is a limited liability company, the member of that company may, in an action brought against the controlling company, request that their shares be purchased at their true value; if the court allows the action, or if the judge so decides of their own motion under Article 202\/I-b, the member\u2019s shares will be purchased by the controlling company and the member will leave the company by the court\u2019s decision.<\/p>\n<\/section>\n<section id=\"yapilandirma-cikma\">\n<h2>Merger, Demerger, Change of Type and Share Transfer<\/h2>\n<h3>Right of Withdrawal Granted by Restructuring Agreements<\/h3>\n<p><strong>\u00a0<\/strong>\u00a0\u00a0\u00a0\u00a0Company mergers are governed by Article 136 et seq. of the TCC and are divided into mergers by acquisition and mergers by the formation of a new company. Under Article 137 of the TCC, capital companies may merge with capital companies, with cooperatives and \u2014 provided that they are the acquiring company \u2014 with general and limited partnerships.<\/p>\n<h3>Withdrawal on a Merger of Companies<\/h3>\n<p>The members\u2019 right of withdrawal on a merger of companies is governed by Article 141 of Turkish Commercial Code no. 6102:<\/p>\n<blockquote class=\"pm-kanun\">\n<p><em>\u201c(1) The companies participating in the merger may confer on the members, in the merger agreement, a right to choose between acquiring shares and membership rights in the acquiring company and a departure payment corresponding to the true value of the shares to be acquired.<\/em><\/p>\n<p><em>(2) The companies participating in the merger may provide in the merger agreement for the payment of a departure payment only.\u201d<\/em><\/p>\n<p><cite>Turkish Commercial Code No. 6102, Art. 141<\/cite><\/p><\/blockquote>\n<p>Under Article 141 of the TCC, the merger agreement may confer on the members of the merging companies a right to choose between acquiring shares and membership rights in the acquiring company and receiving a departure payment corresponding to the true value of the shares to be acquired. The member concerned will then either consent to the merger and become a member of the acquiring company or of the company newly formed by the merger, or leave the company by electing to receive the departure payment agreed in the merger agreement as corresponding to the true value of the shares to be acquired.<\/p>\n<h3>Withdrawal on a Division of the Company<\/h3>\n<p>Whether members have a right of withdrawal on a division of the company is not expressly regulated. An examination of Article 161 of Turkish Commercial Code no. 6102 shows that members are not given a right to take a departure payment and leave on a division. That article reads as follows:<\/p>\n<blockquote class=\"pm-kanun\">\n<p><em>\u201c(1) On a full or partial division, company shares and rights are preserved in accordance with Article 140.<\/em><\/p>\n<p><em>(2) The members of the transferring company may be allocated;<\/em><\/p>\n<ol>\n<li><em>a) shares in all the companies participating in the division, in proportion to their existing shares, or<\/em><\/li>\n<li><em>b) shares in some or all of the companies participating in the division, in proportions differing from those of their existing shares.<\/em><\/li>\n<\/ol>\n<p><em>may be allocated.<\/em><\/p>\n<p><cite>Turkish Commercial Code No. 6102, Art. 161<\/cite><\/p><\/blockquote>\n<p><em>\u00a0The division under subparagraph (a) is a division \u201cin which the proportions are preserved\u201d, and that under subparagraph (b) a division \u201cin which the proportions are not preserved\u201d.<\/em><\/p>\n<p>As appears from the explanatory memorandum to the article, where it is provided by agreement or by consensus that a member may leave the company on a division, the member may do so.<\/p>\n<h3>Withdrawal on a Change of Type of the Company<\/h3>\n<p>A change of type in commercial companies is governed by Articles 180 to 190 of Turkish Commercial Code no. 6102. As appears from those articles and their explanatory memoranda, no right of withdrawal is provided for. However, given the freedom of contract and the absence of any prohibition on withdrawal in those articles, members may leave the company by agreement or by consensus where a change of type takes place.<\/p>\n<div class=\"pm-not\">\n<p class=\"pm-etiket\">Equalisation payment \u00b7 TCC Art. 191<\/p>\n<p>Under Article 191 of Turkish Commercial Code no. 6102, where membership rights have not been adequately protected in a merger, division or change of type, each member may, <em>within two months of the publication of the merger, division or change of type resolution in the Turkish Trade Registry Gazette,<\/em> request the commercial court of first instance at the place of the head office of one of the companies participating in the transaction to determine an appropriate equalisation payment.<\/p>\n<\/div>\n<h3>Withdrawal from the Company by Transfer of Shares<\/h3>\n<p>In limited liability companies, on the transfer of a membership share the transferor leaves the company and the transferee joins it. Although it is said that there is no withdrawal here in the technical sense, a transfer of shares may nevertheless be regarded as one of the forms of withdrawal.<\/p>\n<\/section>\n<section id=\"mahkeme-taraflar\">\n<h2>Court and Parties in the Action for Withdrawal from the Company<\/h2>\n<div class=\"pm-ikili\">\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Court with subject-matter jurisdiction \u00b7 TCC Art. 5<\/p>\n<p>Commercial Court of First Instance; in places where there is none, the Civil Court of First Instance<\/p>\n<\/div>\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Court with territorial jurisdiction \u00b7 CCP Art. 6<\/p>\n<p>The court of the domicile of the company from which the shareholder is withdrawing<\/p>\n<\/div>\n<\/div>\n<p><strong>\u00a0<\/strong>Under Article 5 of Turkish Commercial Code no. 6102, the courts having subject-matter jurisdiction in an action for withdrawal are the commercial courts of first instance. Where there is no commercial court of first instance, the competent court is the civil court of first instance at that place.<\/p>\n<p>Under Article 6 of Code of Civil Procedure no. 6100, the court having territorial jurisdiction in an action for withdrawal is the court of the place of establishment, at the date the action is brought, of the company from which the member seeks to withdraw.<\/p>\n<h3>Parties to the Action for Withdrawal from the Company<\/h3>\n<p>Although Turkish Commercial Code no. 6102 contains no provision on the point, the case-law of the Court of Cassation indicates against whom the action is to be directed where a member of a limited liability company brings an action for withdrawal. In its judgment of 15 September 2014 (11th Civil Chamber, E. 5041\/K. 13783) the Court of Cassation held that \u201cin an action seeking leave to withdraw from a limited liability company, the action must be directed against the company\u201d. In accordance with that precedent, a member wishing to withdraw will direct the action against the company of which they are a member.<\/p>\n<blockquote class=\"pm-kanun\">\n<p>\u201cIn an action seeking permission to withdraw from a limited company, the claim must be brought against the company.\u201d<\/p>\n<p><cite>Court of Cassation 11th Civil Chamber, judgment dated 15.09.2014, E\/5041\/K.13783<\/cite><\/p><\/blockquote>\n<\/section>\n<section id=\"cikarilma-limited\">\n<h2>Expulsion from the Company: Articles of Association and Just Cause<\/h2>\n<h3>Expulsion on Grounds Arising from the Articles of Association<\/h3>\n<p>Under Article 640\/I of the TCC, a resolution of the general assembly of members is required in order to expel a member in the cases specified in the articles of association. Under Article 621\/I-d of the TCC, a resolution to expel a member on a ground provided for in the articles of association requires at least two-thirds of the votes represented together with an absolute majority of the whole of the capital carrying voting rights. Under Article 640\/II of the TCC, that resolution must be notified to the member concerned through a notary. A member against whom an expulsion resolution has been taken may bring an action to have it set aside. Under Article 622 of the TCC, the provisions on joint stock companies concerning the setting aside and nullity of general assembly resolutions apply by analogy to limited liability companies.<\/p>\n<h3>Expulsion for Just Cause<\/h3>\n<p>Article 640\/III of the TCC provides: \u00a0<em>\u201cThe expulsion of a member from the company by court decision on the ground of just cause, at the company\u2019s request, is reserved.\u201d\u00a0<\/em> Accordingly, where just cause exists, the company may request the court to expel the member. Under Article 621\/I-h of the TCC, the decision to apply to the court for the expulsion of a member for just cause is taken by the general assembly of members with an aggravated quorum. Once that resolution has been taken, the action is brought by the company as a legal entity. There is no provision as to the time limit for bringing the action. The resolution must be notified to the member through a notary. A member in respect of whom a decision has been taken to bring an expulsion action may at any time bring an action to have that resolution set aside.<\/p>\n<p class=\"pm-tablo-baslik\" id=\"tablo-cikarilma\">Comparison of expulsion on grounds set out in the articles of association and for just cause<\/p>\n<div class=\"pm-tablo-kap\">\n<table class=\"pm-tablo\" aria-labelledby=\"tablo-cikarilma\">\n<thead>\n<tr>\n<th scope=\"col\"><\/th>\n<th scope=\"col\">On grounds set out in the articles of association<\/th>\n<th scope=\"col\">For just cause<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<th scope=\"row\">Foundations<\/th>\n<td>TCC Art. 640\/I<\/td>\n<td>TCC Art. 640\/III<\/td>\n<\/tr>\n<tr>\n<th scope=\"row\">Karar<\/th>\n<td>Resolution of the general meeting of shareholders<\/td>\n<td>A court decision in an action brought by the company following a resolution adopted by the general meeting with a qualified quorum<\/td>\n<\/tr>\n<tr>\n<th scope=\"row\">Notification<\/th>\n<td>Service through a notary public<\/td>\n<td>Notification through a notary public<\/td>\n<\/tr>\n<tr>\n<th scope=\"row\">The shareholder\u2019s right<\/th>\n<td>Action for annulment of the resolution<\/td>\n<td>Action for annulment of the resolution<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<h3>Expulsion Where the Shareholder Sues for Dissolution of the Company<\/h3>\n<p>Under Article 636\/III of the TCC, where one of the members requests the court to dissolve the company for just cause, the court may, instead of dissolving the company, order that the member\u2019s share be purchased by the company at its true value, that the claimant member be expelled from the company, or any other appropriate and acceptable solution.<\/p>\n<\/section>\n<section id=\"cikarilma-genel\">\n<h2>Expulsion through Merger, Parent Company and Share Redemption<\/h2>\n<h3>Expulsion on a Merger of Companies<\/h3>\n<p>Article 141\/2 of the TCC <em>\u201cThe companies participating in the merger may provide in the merger agreement for the payment of a departure payment only.\u201d<\/em> is worded in these terms.<\/p>\n<p>In the light of the provision that the merging companies may expressly decide that shareholders are to be given a departure payment, such a decision results in the members being expelled on payment of their departure payments; having regard to the consequences of the decision, Article 151\/V of the TCC sets the majority required for taking it at ninety per cent. The explanatory memorandum to Article 141\/II states that the provision enables a minority opposed to the merger, or a shareholder who disturbs the peace or whose continued presence is not desired by the majority, to be expelled from the company by a ninety per cent majority decision.<\/p>\n<div class=\"pm-not\">\n<p class=\"pm-etiket\">In demergers and changes of type<\/p>\n<p>Unlike mergers, divisions and changes of type do not offer this possibility; indeed Article 183 of the TCC expressly and mandatorily provides that members may not be expelled in cases of change of type.<\/p>\n<\/div>\n<h3>Expulsion in the Event of Unlawful Exercise of Control<\/h3>\n<p>Under Article 202\/I-b of the TCC, where the controlling company abuses its control and fails to make equalisation, each member of the dependent company may bring an action against the controlling company and the members of its board of directors seeking compensation for the company\u2019s losses. In such an action the judge may, on the claimant\u2019s request or of their own motion, order \u2014 instead of compensation \u2014 that the shareholder\u2019s share be purchased at its true value as provided in paragraph 2, or any other appropriate solution.<\/p>\n<h3>Purchase of Minority Shares by the Parent Company<\/h3>\n<p>Article 208 of the TCC provides:<\/p>\n<blockquote class=\"pm-kanun\">\n<p><em>\u201cWhere the controlling company holds, directly or indirectly, at least ninety per cent of the shares and voting rights of a capital company, and the minority obstructs the operation of the company, acts contrary to the rule of good faith, causes appreciable difficulty or acts recklessly, the controlling company may purchase the minority\u2019s shares at their stock exchange value or, failing that, at the value determined in the manner provided in the second paragraph of Article 202.\u201d<\/em><\/p>\n<p><cite>TCC Art. 208<\/cite><\/p><\/blockquote>\n<p>Article 208 of the TCC is intended in particular to protect the company against situations in which the minority abuses its rights so as to paralyse the company \u2014 for example by bringing an action to set aside every resolution, without any justification and solely in order to obstruct its operation, or by having general assembly deliberations adjourned.<\/p>\n<h3>Expulsion through the Redemption of the Share<\/h3>\n<p>A reduction of capital may be undertaken in order to make good a loss in the company\u2019s balance sheet, or where the company\u2019s capital is excessive having regard to its purpose. In limited liability companies, capital reduction may be carried out in accordance with the provisions on joint stock companies. A reduction of capital is an amendment of the articles of association and may, under Article 589 of the TCC, be effected by a resolution of members representing two-thirds of the capital, unless the articles provide otherwise.<\/p>\n<p>In a capital reduction, the principle of equality means that, as a rule, the shares of all shareholders are redeemed in the same proportion. Where the articles of association so provide, however, or with the shareholder\u2019s own consent, the shares of certain shareholders may be redeemed in full. As a member whose shares have been redeemed in full no longer holds the status of shareholder, this too constitutes a form of expulsion.<\/p>\n<\/section>\n<section id=\"sonuclar\">\n<h2>Consequences of Withdrawal and Expulsion from the Company<\/h2>\n<h3>Termination of Shareholder Status<\/h3>\n<p>The status of shareholder of a member who withdraws or is expelled comes to an end. That status terminates: where the member exercises a right of withdrawal arising from the articles of association, at the moment the declaration of intention reaches the company; where the member requests withdrawal for just cause from the court, when the judgment becomes final; in cases of merger, change of type and division, on registration of the merger, division or change of type with the trade registry; where redemption of the shares is resolved upon, by the general assembly resolution taken; where the shareholder transfers their shares to another, by the approval resolution of the general assembly of members; where a member of a limited liability company is expelled under a provision of the articles of association, by the expulsion resolution of the general assembly, or \u2014 where an action is brought to set that resolution aside and is allowed \u2014 or, where expulsion for just cause is requested from the court, when the court allows the action and that judgment becomes final; in the case of a merger, on the approval by the general assembly of a merger agreement providing only for a departure payment; and on the purchase of minority shares by the controlling company under Article 208 of the TCC.<\/p>\n<p class=\"pm-tablo-baslik\" id=\"tablo-sona-erme\">Moment at which shareholder status terminates (main cases)<\/p>\n<div class=\"pm-tablo-kap\">\n<table class=\"pm-tablo\" aria-labelledby=\"tablo-sona-erme\">\n<thead>\n<tr>\n<th scope=\"col\">H\u00e2l<\/th>\n<th scope=\"col\">Time of termination<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>Exercise of the right of withdrawal arising from the articles of association<\/td>\n<td>The moment the declaration of intent is received<\/td>\n<\/tr>\n<tr>\n<td>Application to the court for withdrawal for just cause<\/td>\n<td>The court judgment must have become final<\/td>\n<\/tr>\n<tr>\n<td>Merger, demerger or change of type<\/td>\n<td>Registration of the transaction in the trade registry<\/td>\n<\/tr>\n<tr>\n<td>Redemption of shares<\/td>\n<td>The general meeting resolution adopted<\/td>\n<\/tr>\n<tr>\n<td>Transfer of shares to another person<\/td>\n<td>Approval resolution of the general meeting of shareholders<\/td>\n<\/tr>\n<tr>\n<td>Merger providing only for an exit payment<\/td>\n<td>Approval of the merger agreement by the general meeting<\/td>\n<\/tr>\n<tr>\n<td>Purchase of minority shares by the parent company under TCC Art. 208<\/td>\n<td>The purchase transaction<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/div>\n<p>With the termination of the status of shareholder in the internal relationship, all rights and obligations arising from that status cease. In the external relationship, however, the termination of shareholder status takes effect only upon registration and announcement in the trade registry.<\/p>\n<h3>Right to Claim the Exit Payment and Its Amount<\/h3>\n<p>Under Article 641\/I of the TCC, where a member leaves the company they are entitled to claim payment of a departure payment calculated by reference to the true value of their capital share. The departure payment is determined on the basis of the true value of the departing member\u2019s capital share.<\/p>\n<h3>The Time When the Departure Payment Falls Due and Its Payment<\/h3>\n<p>Where, on the member\u2019s departure, the company has sufficient distributable equity to pay the departure payment, or where the member\u2019s departure is based on a reduction of the company\u2019s capital \u2014 that is, where the capital has been reduced in proportion to the value of the share \u2014 the departure payment falls due on the date the member leaves the company.<\/p>\n<\/section>\n<p class=\"pm-dipnot\">Related legislation: <a href=\"https:\/\/www.mevzuat.gov.tr\/mevzuat?MevzuatNo=6102&amp;MevzuatTur=1&amp;MevzuatTertip=5\" target=\"_blank\" rel=\"noopener\">Turkish Commercial Code No. 6102<\/a> (mevzuat.gov.tr)<\/p>\n<section id=\"sss\" class=\"pm-sss\">\n<h2>Withdrawal from the Company: Frequently Asked Questions<\/h2>\n<details open>\n<summary>When is withdrawal from a limited liability company possible?<\/summary>\n<div>\n<p>Under Art. 638 of the TTK (Turkish Commercial Code), the articles of association may grant the partners a right of withdrawal and make it subject to certain conditions; moreover, each partner may bring an action for a decision on their withdrawal where just causes exist. The article states that withdrawal with the consent of all partners may also be possible, although there are opposing views in legal doctrine.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>How does withdrawal for just cause take place?<\/summary>\n<div>\n<p>In this case the member's will is not sufficient; a court decision is required. Just cause is assessed according to the circumstances of the specific case and must have made remaining in the company unbearable for the member. Just causes may be set out in the articles of association, but withdrawal for just cause cannot be restricted by the articles.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>What is the right to join a withdrawal?<\/summary>\n<div>\n<p>TTK m. 639&#8217;a g\u00f6re bir ortak hakl\u0131 sebeple \u00e7\u0131kma davas\u0131 a\u00e7t\u0131\u011f\u0131nda m\u00fcd\u00fcrler bunu di\u011fer ortaklara gecikmeden bildirir. Ayn\u0131 sebep kendisi i\u00e7in de hakl\u0131 sebep olu\u015fturan her ortak, bildirimin kendisine ula\u015fmas\u0131ndan itibaren bir ay i\u00e7inde \u00e7\u0131kmaya kat\u0131labilir; bu s\u00fcre hak d\u00fc\u015f\u00fcr\u00fcc\u00fcd\u00fcr.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Can a withdrawing member receive a severance payment?<\/summary>\n<div>\n<p>TTK m. 641&#8217;e g\u00f6re \u015firketten ayr\u0131lan ortak, esas sermaye pay\u0131n\u0131n ger\u00e7ek de\u011ferine uyan ayr\u0131lma ak\u00e7esini isteme hakk\u0131na sahiptir. \u00c7\u0131kma mahkeme karar\u0131na ba\u011fl\u0131ysa ayr\u0131lma ak\u00e7esi karar\u0131n kesinle\u015fme tarihine g\u00f6re belirlenir; \u00e7\u0131kma hakk\u0131 \u015firket s\u00f6zle\u015fmesinde d\u00fczenlenmi\u015fse \u00f6deme \u015fekli ve zaman\u0131 farkl\u0131 kararla\u015ft\u0131r\u0131labilir.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>How is a member expelled from a limited liability company?<\/summary>\n<div>\n<p>In the cases specified in the articles of association, expulsion requires a resolution of the members' general assembly, and the resolution is served on the member through a notary; the member may file an annulment action against the resolution. In expulsion for just cause, the company applies to the court after a resolution adopted by the general assembly with a qualified quorum.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>In which court and against whom is an action for withdrawal from the company filed?<\/summary>\n<div>\n<p>According to the article, the competent court under TTK Art. 5 is the commercial court of first instance or, where there is none, the civil court of first instance. According to a 2014 decision of the 11th Civil Chamber of the Court of Cassation, in an action seeking permission to withdraw from a limited liability company, the action must be directed against the company.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>In a company merger, can a member leave by receiving a severance payment?<\/summary>\n<div>\n<p>TTK m. 141&#8217;e g\u00f6re birle\u015fme s\u00f6zle\u015fmesinde ortaklara, devralan \u015firkette pay edinme ile paylar\u0131n ger\u00e7ek de\u011ferine denk ayr\u0131lma ak\u00e7esi aras\u0131nda se\u00e7im hakk\u0131 tan\u0131nabilir. S\u00f6zle\u015fmede yaln\u0131z ayr\u0131lma ak\u00e7esi de \u00f6ng\u00f6r\u00fclebilir; makaleye g\u00f6re bu karar TTK m. 151 uyar\u0131nca y\u00fczde doksan \u00e7o\u011funluk gerektirir.<\/p>\n<\/div>\n<\/details>\n<\/section>\n<section id=\"iletisim\" class=\"pm-form-kap\">\n<div class=\"pm-form-sol\">\n<p class=\"pm-etiket\">Consultation request<\/p>\n<h2>Do you have a question about withdrawal or expulsion from a company?<\/h2>\n<p>At UTU Hukuk Dan\u0131\u015fmanl\u0131k, we provide legal representation and advisory services in the field of company law.<\/p>\n<p>Fill in the form and we will call you. You can also contact us directly:<\/p>\n<ul class=\"pm-kanal\">\n<li><a href=\"tel:+905365931600\">+90 536 593 16 00<\/a><\/li>\n<li><a href=\"mailto:bilgi@utuhukuk.com\">bilgi@utuhukuk.com<\/a><\/li>\n<\/ul>\n<\/div>\n<form class=\"pm-form\" data-alan=\"\u015eirketler Hukuku\" novalidate action=\"\">\n<div class=\"pm-alan\"><label for=\"pm-ad\">Full name *<\/label><input id=\"pm-ad\" name=\"ad\" type=\"text\" autocomplete=\"name\" required><\/div>\n<div class=\"pm-alan\"><label for=\"pm-tel\">Phone *<\/label><input id=\"pm-tel\" name=\"tel\" type=\"tel\" autocomplete=\"tel\" inputmode=\"tel\" required><\/div>\n<div class=\"pm-alan\"><label for=\"pm-mail\">Email<\/label><input id=\"pm-mail\" name=\"mail\" type=\"email\" autocomplete=\"email\"><\/div>\n<div class=\"pm-alan\"><label for=\"pm-konu\">Your situation in brief<\/label><textarea id=\"pm-konu\" name=\"konu\" rows=\"4\" placeholder=\"For example: I wish to withdraw for just cause from the limited company of which I am a shareholder, and I would like to know the procedure to follow.\"><\/textarea><\/div>\n<div class=\"pm-bal\" aria-hidden=\"true\"><label for=\"pm-web\">Website<\/label><input id=\"pm-web\" name=\"website\" type=\"text\" tabindex=\"-1\" autocomplete=\"off\"><\/div>\n<p><label class=\"pm-onay\"><input name=\"kvkk\" type=\"checkbox\" required> <span>I consent to the processing of my personal data for this request and to being contacted.<\/span><\/label><br \/>\n<button type=\"submit\">Send request<\/button><\/p>\n<p class=\"pm-durum\" role=\"status\" aria-live=\"polite\">\n<input type=\"hidden\" name=\"trp-form-language\" value=\"en\"\/><\/form>\n<\/section>\n<footer class=\"pm-imza\">\n<div class=\"pm-imza-logo\" aria-hidden=\"true\">UTU<\/div>\n<div>\n<p class=\"pm-imza-ad\">UTU Hukuk ve Dan\u0131\u015fmanl\u0131k<\/p>\n<p>Since 2016 it has been providing legal and advisory services in Ankara in many areas, labour law in particular. <a href=\"https:\/\/utuhukuk.com\/en\/corporate-law\/\">Our company law practice \u2192<\/a><\/p>\n<p class=\"pm-uyari\">This article is for general information only and does not constitute legal advice. You are advised to consult a lawyer about your specific situation.<\/p>\n<\/div>\n<\/footer>\n<\/div>","protected":false},"excerpt":{"rendered":"<p>6102 say\u0131l\u0131 T\u00fcrk Ticaret Kanunu 638 ile 640\u2019\u0131nc\u0131 maddeleri aras\u0131nda d\u00fczenlenmi\u015ftir. I-L\u0130M\u0130TED \u015e\u0130RKETLERDE ORTA\u011eIN ORTAKLIKTAN \u00c7IKMA A- TTK\u2019DAK\u0130 L\u0130M\u0130TED\u2026<\/p>","protected":false},"author":1,"featured_media":422,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"elementor_canvas","format":"standard","meta":{"footnotes":""},"categories":[3],"tags":[],"class_list":["post-184","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-sirketler-hukuku"],"_links":{"self":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/184","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/comments?post=184"}],"version-history":[{"count":4,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/184\/revisions"}],"predecessor-version":[{"id":684,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/184\/revisions\/684"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/media\/422"}],"wp:attachment":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/media?parent=184"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/categories?post=184"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/tags?post=184"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}