Under the Turkish Commercial Code, Law No. 6102, a partner leaves a limited company only through an exit right in the articles (Article 638(1)), exit for just cause by court order (Article 638(2)), an approved share transfer (Article 595), or dissolution for just cause (Article 636(3)). Expulsion needs a resolution on grounds listed in the articles, challengeable within three months, or a court order for just cause (Article 640). The leaver receives the real value of the share (Article 641) but stays liable for public debts of the partnership period (Law No. 6183, Article 35).
Many foreign investors enter Türkiye through a limited şirket, the Turkish limited liability company usually written as Ltd. Şti., set up with a Turkish partner, a family member or a fellow investor. The structure is cheap to form and simple to run while everyone agrees. The difficulty appears when the relationship breaks down: one partner wants to leave and recover the value of the investment, the majority wants to remove a partner who competes with the company, or two equal partners block every decision. Unlike a joint stock company, a limited company does not let a partner simply sell up and walk away. The Turkish Commercial Code, Law No. 6102, gives a closed list of routes out: an exit right written into the articles, an exit or expulsion ordered by the commercial court for just cause, a negotiated share transfer that the general assembly must approve, or dissolution of the company. This article explains each route, how the departing partner is paid, which debts continue to follow a former partner, and how a foreign partner living abroad can run the process without travelling to Türkiye.
A limited company is built around the personal relationship between a small number of partners. The law caps the number of partners at 50 (Article 574 of Law No. 6102) and protects the remaining partners against strangers. Unless the articles of association say otherwise, every share transfer needs the approval of the genel kurul, the general assembly of partners, and the general assembly may refuse approval without giving any reason (Article 595(2) and (3)). The articles may even prohibit transfers altogether (Article 595(4)).
In a joint stock company, by contrast, registered shares are in principle transferable and a shareholder who is unhappy can usually find a buyer. If you are still choosing between the two forms or want to understand why your company was set up as a Ltd, our guide on the differences between an anonim şirket and a limited şirket explains the structural points. For a partner who is already locked in, the practical consequence is simple: if the other partners refuse to buy you out or to approve a buyer, you need a statutory exit route, and most of those routes run through the court.
Articles 636 to 642 of Law No. 6102 contain the rules on dissolution, exit and expulsion for limited companies. The table below summarises them before each is explained in detail.
| Route | Current Rule Under Law No. 6102 |
|---|---|
| Voluntary exit under the articles | Only if the articles grant an exit right; the articles may attach conditions (Article 638(1)) |
| Exit for just cause | Any partner may sue for an exit order; the court may suspend rights and obligations during the case (Article 638(2)) |
| Joining another partner's exit | Managers must inform the other partners without delay; each has one month to join (Article 639) |
| Expulsion by general assembly | Only for grounds listed in the articles; the expelled partner may sue for annulment within three months of notarial notification (Article 640(1) and (2)) |
| Expulsion by court | The company may ask the court to expel a partner for just cause (Article 640(3)) |
| Exit compensation | Real value of the share; the articles may set a different rule only for a contractual exit right (Article 641) |
| Share transfer | Written agreement with notarised signatures; general assembly approval unless the articles say otherwise; deemed approval after three months of silence (Article 595) |
| Dissolution for just cause | Any partner may sue; the court may instead order payment of real value and exit of the claimant, or another suitable solution (Article 636(3)) |
Article 638(1) allows the articles of association to grant partners a right to leave the company and to make that right subject to conditions. Without such a clause, there is no right to walk out at will. In practice the standard articles used when a Ltd is registered rarely contain a detailed exit clause, so the first step for any partner who wants to leave is to read the registered articles and any later amendments published in the Trade Registry Gazette.
A carefully drafted exit clause usually sets a notice period, the earliest date on which the right may be used (for example, not before the end of the third financial year), the form of notice, and the method of valuing the share. It may also link the exit right to specific events, such as a change of control of the other partner or a failure to distribute profits for a number of years. A shareholders' agreement can contain similar provisions, but a shareholders' agreement binds only its signatories and does not bind the company in the same way as the registered articles. The practical consequences of that difference are set out in our guide to shareholders' agreements versus articles of association.
The general rule is that a departing partner receives the real value of the share. Article 641(2) makes one exception: where the exit right is granted by the articles, the articles may regulate the exit compensation differently, for example by fixing it at book value or by setting a formula. This flexibility does not extend to exit for just cause ordered by the court, where the statutory real value rule applies. A partner who negotiated a low contractual price can therefore sometimes do better by proving just cause than by using the contractual exit right.
Article 638(2) gives every partner, regardless of the size of the share, the right to sue for an order allowing the partner to leave the company where there is haklı sebep, just cause. This right cannot be removed by the articles. It is the main tool for a minority partner who is trapped in a company that no longer works.
Disputes under Law No. 6102 are commercial cases under Article 4 and are heard by the asliye ticaret mahkemesi, the commercial court of first instance. Under Article 14(2) of the Code of Civil Procedure, Law No. 6100, actions between a company and its partners concerning the partnership relationship must be brought at the court of the place where the company has its registered seat, and that rule of jurisdiction is exclusive. The action is normally directed against the company itself. The court decides both whether just cause exists and, with the help of experts appointed by the court, what the departing partner must be paid.
The law does not define just cause. The test is whether, in the circumstances, the partner can reasonably be expected to remain in the company. Courts look at the whole relationship rather than a single incident, and practice varies from court to court. Situations that typically support an exit claim include:
A partner who caused the breakdown will find it much harder to rely on it. Evidence matters more than the narrative: general assembly minutes, emails, bank statements, financial statements and notarial notices carry far more weight than a description of bad behaviour.
Exit cases can take a long time, and the business may lose value or the claimant may be exposed to new obligations while the case is pending. Article 638(2) therefore allows the court, on request, to suspend some or all of the claimant's rights and obligations arising from the partnership, or to order other measures securing the claimant's position. Separately, an ihtiyati tedbir, an interim injunction, may be requested under Article 389 of Law No. 6100 where delay would make the right much harder to obtain or cause serious harm, for example to stop the transfer of key assets. The applicant must normally provide security under Article 392, and if the injunction is obtained before the action is filed, the action must be brought within two weeks of requesting its enforcement under Article 397, otherwise the injunction lapses automatically.
When a partner gives notice under an exit clause or files an exit action for just cause, the managers must inform the other partners without delay (Article 639(1)). Each other partner then has one month from receiving the information either to notify the managers that they also leave, where the contractual ground applies to them as well, or to join the just cause exit by filing their own action (Article 639(2)). All partners who leave in this way are treated equally in proportion to their capital shares (Article 639(3)). This rule matters for the company's finances, because several partners leaving at once can make payment of the exit compensation impossible without a capital reduction. Article 639 does not apply to expulsion (Article 639(4)).
The majority sometimes wants the opposite outcome: to remove a partner who competes with the company, refuses to cooperate or damages its reputation. Law No. 6102 offers two routes.
Under Article 640(1), the articles may list grounds on which a partner can be expelled by a general assembly resolution. Expulsion on such a ground is an important resolution under Article 621(1)(h), which requires at least two thirds of the votes represented and an absolute majority of all capital carrying voting rights. If the grounds were not in the original articles, Article 621(3) allows them to be added later only by a unanimous resolution of all partners representing the entire capital. In practice this means expulsion grounds must be negotiated at the start, when relations are good.
Where the articles say nothing, the company may still ask the court to expel a partner for just cause (Article 640(3)). The decision to go to court belongs to the general assembly as a power that cannot be delegated (Article 616(1)(h)) and is also an important resolution requiring the majorities in Article 621(1)(h). The company must prove that keeping the partner is unreasonable, for example because of competing activity, misuse of company funds or persistent obstruction.
A partner expelled by general assembly resolution may file an annulment action within three months of the resolution being notified through a notary (Article 640(2)). The deadline is strict. A foreign partner whose Turkish address in the company records is out of date should be particularly careful, because notification may be treated as made even though the partner never saw it. The expelled partner is also entitled to exit compensation at real value, as described in section 7 below.
A partner who leaves the company, whether by exit or expulsion, is entitled to ayrılma akçesi, exit compensation corresponding to the real value of the capital share (Article 641(1)). Real value is neither the nominal value written in the articles nor necessarily the book value in the balance sheet.
Where the parties cannot agree, Article 597 provides that real value is determined, at the request of either party, by the commercial court at the place of the company's seat, which also decides how the costs of the proceedings and the valuation are shared. In practice the court appoints a panel of experts, often including a financial adviser and a valuation specialist. Experts commonly consider the net asset value adjusted for hidden reserves such as real estate carried at historic cost, the earning capacity of the business, its cash flows, debts and contingent liabilities, including tax and social security exposure. The valuation date, the treatment of transactions with related parties, and whether goodwill is included are frequently the most contested points, and a partner who has kept copies of financial records is in a far stronger position to challenge the expert report.
Winning on value is not the same as being paid. Under Article 642(1), exit compensation becomes due on departure only if the company has disposable equity, if the departing partner's shares can be transferred, or if the capital has been reduced in accordance with the law. Any unpaid part becomes a claim against the company that ranks after all other creditors (Article 642(3)). The company may acquire its own shares only within limits: normally up to 10 percent of capital, raised to 20 percent where the acquisition results from an exit or expulsion under the articles or a court judgment, with any amount above 10 percent to be sold or cancelled through a capital reduction within two years (Article 612(1) and (2)). A partner leaving a company that makes losses with no reserves may therefore obtain a judgment but wait a long time for payment, which is one reason why negotiated solutions are often worth exploring in parallel.
The fastest exit is usually a sale of the share to the other partners or to a buyer they accept. The transfer agreement must be in writing with signatures certified by a notary, and it must also refer to any additional payment and ancillary obligations, any extended duty not to compete, rights of first offer, first refusal, repurchase and purchase, and contractual penalties (Article 595(1)). Unless the articles provide otherwise, general assembly approval is required and the transfer becomes valid only with that approval; approval is deemed given if the general assembly does not refuse within three months of the application (Article 595(2) and (7)). If the articles prohibit transfer or the general assembly refuses approval, the partner's right to exit for just cause is expressly preserved (Article 595(5)), so a documented refusal can itself strengthen an exit case. The managers must apply to the trade registry to register the change; if they do not apply within 30 days, the departing partner may ask the registry to remove their name (Article 598). Approval rights and disputes over transfers are covered in detail in our article on share transfer approval rights and disputes, and the tax side of the sale price in our note on taxation of share transfers in limited and joint stock companies.
Under Article 636(3), any partner may ask the court to dissolve the company for just cause. The court is not bound to order dissolution: instead it may order that the claimant be paid the real value of the share and leave the company, or adopt another suitable and acceptable solution. When a dissolution action is filed, the court may take necessary measures at the request of either party (Article 636(4)). Separately, where a legally required organ has been missing for a long time or the general assembly cannot meet, a partner or creditor may request dissolution, and the court will first give the company time to remedy the situation (Article 636(2)). For equal partners in a deadlock, a dissolution claim combined with an alternative request for exit at real value gives the court the widest range of remedies.
The limited liability of a Ltd partner has one major exception that foreign investors often overlook. Under Article 35 of Law No. 6183 on the Procedure for the Collection of Public Receivables, partners are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company. Where a share is transferred, the transferor and the transferee are jointly liable for public debts relating to the period before the transfer, and where the partners at the time the debt arose differ from those at the time it fell due, they are jointly liable as well. Leaving the company therefore does not wipe out exposure for tax debts that relate to the period of your partnership.
Premiums owed to the Social Security Institution are collected under Law No. 6183 by virtue of Article 88 of the Social Insurance and General Health Insurance Law, Law No. 5510, which also makes senior managers and legal representatives jointly liable with the employer where premiums are not paid on time without justified reason. A partner who also served as müdür, the manager registered to represent the company, faces an additional layer: the repeated Article 35 of Law No. 6183 allows unpaid public receivables of a legal person to be collected from the personal assets of its legal representatives. Before agreeing any exit price, a departing partner should obtain the company's tax and social security debt status, and any settlement should allocate responsibility for past public debts in writing, keeping in mind that such an agreement binds the partners between themselves but cannot be relied on against the tax office.
Statutory deadlines inside the process are short and fixed: one month for other partners to join an exit, three months to challenge an expulsion resolution, three months for the general assembly to refuse a transfer before deemed approval, 30 days for managers to register a transfer, and two weeks to file the main action after enforcing an injunction obtained before filing. The court case itself has no fixed duration. A case that requires expert valuation, objections to the expert report and an appeal through the regional court of appeal and possibly the Court of Cassation typically takes years rather than months, and practice differs between courts.
Costs consist of court fees and advances for expert and notification expenses, which are updated each year, lawyer's fees, and security for interim measures under Article 392 of Law No. 6100. A foreign claimant may also be asked to provide security for costs under Article 48 of the Code on Private International and Procedural Law, Law No. 5718, unless exempted on the basis of reciprocity with the claimant's country. Where a separate claim is brought solely for payment of a sum of money between the parties, Article 5/A of Law No. 6102 makes an application to a mediator a precondition for a commercial action; our note on mandatory mediation in commercial disputes explains how that works. Whether mediation is required where a money claim is combined with an exit or expulsion claim should be checked on the facts before filing.
Most of the process can be handled by a Turkish lawyer without the client travelling to Türkiye. A sensible sequence is:
Our corporate and partnership law practice regularly acts for foreign partners in exactly this position, from the first notice to the enforcement of the exit compensation.
Only if the articles of association grant an exit right under Article 638(1) of Law No. 6102. Otherwise you need the other partners to approve a share transfer or a court order based on just cause.
Circumstances in which you cannot reasonably be expected to remain a partner, such as a lasting deadlock, exclusion from management and information, or abuse of the majority. The court assesses the whole relationship and the evidence.
Only by general assembly resolution if the articles list expulsion grounds (Article 640(1)), or by court order for just cause at the company's request (Article 640(3)). In both cases you are entitled to exit compensation.
Three months from notarial notification of the resolution under Article 640(2) of Law No. 6102. Missing this deadline normally makes the expulsion final.
The real value of your share under Article 641, determined by agreement or by the commercial court with expert help. Only a contractual exit right in the articles may provide a different amount.
Payment falls due only if the company has disposable equity, your share can be transferred, or the capital is reduced (Article 642(1)). Any unpaid part ranks after all other creditors.
Yes. Under Article 639 each other partner has one month from being informed to join your exit, and all leaving partners are treated equally in proportion to their shares.
Unless the articles say otherwise they may refuse without reason, but your right to exit for just cause is preserved under Article 595(5). Silence for three months after your application counts as approval.
Yes, under Article 636(3) for just cause. The court may instead order your exit against payment of real value or another suitable solution.
For the period of your partnership, yes. Article 35 of Law No. 6183 makes partners liable in proportion to their shares for uncollectible public receivables, and transferor and transferee are jointly liable for debts before a transfer.
The commercial court of first instance at the company's registered seat, which has exclusive jurisdiction under Article 14(2) of Law No. 6100.
Yes. Under Article 638(2) the court may suspend your partnership rights and obligations or order other protective measures, and interim injunctions are available under Article 389 of Law No. 6100.
No. A power of attorney signed at a Turkish consulate or before a foreign notary with an apostille allows a Turkish lawyer to file and run the case on your behalf.
The court may require security for costs under Article 48 of Law No. 5718 unless reciprocity with your country exempts you. Interim injunctions usually require separate security under Article 392 of Law No. 6100.
Leaving a Turkish limited company is possible, but the law gives a departing partner a limited set of tools: a contractual exit right if the articles provide one, a negotiated transfer that the general assembly must approve, an exit or dissolution action for just cause, and, on the other side, expulsion under the articles or by court order. Whatever the route, the departing partner is entitled to the real value of the share, payment depends on the company's equity, and liability for public debts relating to the period of partnership does not end on the day of departure.
The outcome usually depends on decisions made early: which route to take, what evidence to secure before relations deteriorate further, whether interim measures are needed and how the power of attorney is drafted. If you are a foreign partner who wants to leave a Ltd, needs to remove a partner, or is stuck in a deadlock, you can contact our legal team.
