Response Petition for Partnership Dissolution in Turkey 2026

This guide explains how to respond to a partnership withdrawal action in Turkey, what the claimant must prove, the just cause threshold as defined by the Court of Cassation, how to structure an effective response petition, the interim measures risk, the separation payment, and the circumstances in which a counter-claim for expulsion may be the stronger strategic choice.

If you have been served with a claim for partnership withdrawal in Turkey, you are facing a legal action under Article 638 of the Turkish Commercial Code (Law No. 6102, TTK). Understanding precisely what that action is and how it differs from related proceedings is the essential first step, because the legal mechanism being invoked determines which defenses are available, what evidence the claimant must produce, and what the court can order.

At Bayraktar Attorneys, we represent both claimants and respondents in partnership withdrawal proceedings before Turkish Commercial Courts. This guide is directed at respondents: the company, and by extension the remaining partners, who have been served with a withdrawal claim and must now decide how to respond.

1. First: Understand the Precise Claim Against You

Not all partnership disputes are the same, and the nature of the claim determines which arguments are available to you as the respondent. Before any response is drafted, the claim must be analysed precisely.

Under Turkish law, a partner in a limited liability company (limited sirket) may seek to withdraw through one of two principal legal routes.

1.1. Route A: Withdrawal Under the Articles of Association (Article 638/1 TTK)

Where the claimant relies on a withdrawal right expressly set out in the company's articles of association, the starting point for your response is a careful analysis of whether the conditions specified in those articles have actually been satisfied. Article 638(1) of the Turkish Commercial Code permits the articles to grant partners the right to withdraw, subject to such conditions as the founders imposed, including notice requirements, timing restrictions, and the specification of qualifying events.

As the respondent, your primary arguments in this route may include:

• The contractual conditions for exercising the withdrawal right have not been satisfied on the facts.
• The required notice was not given in the correct form or within the stipulated period.
• The qualifying event relied upon by the claimant has not in fact occurred.
• The withdrawal right was subject to conditions that the claimant has not met.
• The current version of the articles does not contain the withdrawal right alleged.

1.2. Route B: Withdrawal on the Basis of Just Cause (Article 638/2 TTK)

Where the claimant relies on just cause, they are asking the court to find that circumstances make it impossible for them to continue as a partner. This is the more common and more contested route, and it is the one that typically produces the most complex response petitions.

The key point for respondents is that just cause is a high threshold. The Court of Cassation has consistently held that just cause means a circumstance that makes continuation of the partnership relationship genuinely impossible or intolerable, not merely inconvenient or less profitable than hoped. The claimant bears the burden of establishing just cause.

2. The Legal Framework: What the Claimant Must Prove

The Turkish Commercial Code does not provide a comprehensive definition of just cause. Article 245 of the Code, applicable by reference, lists illustrative examples including a partner having betrayed the company in the conduct of its management, a partner having failed to fulfil their principal duties, a partner having misused the company's trade name or assets for personal gain, and a partner having lost the capacity required to carry out the company's business due to permanent illness or other cause. These are examples, not an exhaustive list. Turkish courts assess just cause on the facts of each case.

3. Key Court of Cassation Decisions on Just Cause

The Court of Cassation's 11th Civil Chamber has defined what does and does not constitute just cause with considerable precision. This case law is your primary analytical tool as a respondent.

3.1. What Does NOT Constitute Just Cause

In a decision dated 6 April 2016 (11th Civil Chamber, E. 8665/K. 3695), the Court of Cassation held that the lower court had failed to properly assess whether just cause existed, and stated clearly that the following do not, on their own, constitute just cause:

• A partner living in a different city from the company's registered seat
• The company having recorded losses in some years, where it continued to operate and retained positive equity
• The absence of profit distributions, where no entitlement to distribution existed under the articles or statute

3.2. What DOES Constitute Just Cause

By contrast, the Court in the same decision confirmed that the following types of circumstance can meet the just cause threshold:

• Hostility between partners of a nature that makes continuation of the partnership relationship genuinely unbearable
• Systematic exclusion of a partner from the company's management and operations
• Persistent failure to provide a partner with information about the company's affairs
• Company managers acting in their own personal interests and driving the company into debt
• Betrayal of the company's interests by a partner or manager

3.3. The Form of the Court Order Matters

In a decision dated 18 November 2015 (11th Civil Chamber, E. 5107/K. 12189), the Court of Cassation clarified an important point about the form of the judgment: where the court is satisfied that just cause exists, it must order that the claimant has withdrawn from the company, not merely that withdrawal is permitted. The precise wording of the judgment matters for enforcement purposes, and this is relevant for respondents who may be challenging not only the finding of just cause but also the scope of the remedy ordered.

3.4. All Alleged Grounds Must Be Assessed

In a decision dated 1 October 2014 (11th Civil Chamber, E. 9798/K. 14978), the Court of Cassation reversed a lower court that had rejected a claim on the basis that lack of industry knowledge was insufficient for just cause, without examining the claimant's additional allegation that the company's manager had persistently refused to provide information about the company's affairs. The Court held that the additional allegation should have been separately assessed.

The implication for respondents is critical: the court will examine all of the claimant's stated grounds, not only the most prominent one. A response petition that addresses only the most obvious allegation and ignores the others is an incomplete defense.

4. The Five Elements of an Effective Response Petition

A response petition in a partnership withdrawal action is not merely a denial of the claimant's allegations. A well-constructed response must address several distinct dimensions of the claim. The order in which arguments are presented can affect how the court processes them.

4.1. Challenge Whether Just Cause Exists at All

The first and most important task is to challenge the claimant's allegation of just cause at both the factual and the legal level. This requires:

• Setting out the company's actual financial and operational position, supported by documentation, to contradict any allegations of mismanagement or exclusion.
• Identifying the specific conduct relied upon by the claimant as just cause and demonstrating, by reference to Court of Cassation case law, that this conduct does not meet the statutory threshold.
• Where the claimant alleges exclusion from management, demonstrating that the claimant's statutory right to information under Article 614 of the Turkish Commercial Code has in fact been respected.
• Where the claimant alleges absence of profit distributions, demonstrating that this was consistent with the applicable statutory and contractual framework under Article 608 of the Turkish Commercial Code.

4.2. Challenge the Contractual Basis Where Applicable

Where the claimant also or alternatively relies on a withdrawal right in the articles of association, the response petition must specifically address whether the conditions in those articles have been satisfied. Important questions include whether the withdrawal right is actually contained in the current version of the articles, whether the triggering event has actually occurred, whether the notice requirement was complied with in the correct form and within the correct period, and whether any timing restriction has not yet been satisfied.

4.3. Address Interim Measures

Under Article 638(2) of the Turkish Commercial Code, the court may, on the claimant's request or on its own motion, order that some or all of the claimant's rights and obligations be frozen during the proceedings, or impose other protective measures. This power exists regardless of whether the claimant has expressly applied for interim measures.

Where interim measures are sought or anticipated, the response should challenge whether the conditions for such measures are met, propose less disruptive alternative measures if the court is inclined to impose some form of interim protection, and address the practical impact on the company's operations if the claimant's management rights are suspended.

4.4. Address the Financial Consequences

Where just cause is established and withdrawal is ordered, the departing partner is entitled under Article 641 of the Turkish Commercial Code to a separation payment equal to the real value of their capital share at the date the court order becomes final. The response petition should address the valuation question where it is contested, including whether the method of valuation proposed by the claimant accurately reflects the real value of the shares, whether the articles contain specific provisions on the separation payment that modify the statutory default, and whether any profit distribution claims are properly founded.

4.5. Consider a Counter-Claim for Expulsion

In some cases, the most effective response to a partnership withdrawal action is not purely defensive. Where the respondent has substantive grounds to seek the expulsion of the claimant under Article 640 of the Turkish Commercial Code, or where the claimant's own conduct constitutes a breach of their obligations as a partner, a counter-claim may be tactically preferable to a purely defensive posture. This decision should be made carefully and with specific legal advice, since it significantly raises the stakes of the litigation for both parties and requires the respondent to prove their own just cause case affirmatively.

5. Formal Structure of the Response Petition

The formal structure of a response petition (cevap dilekciesi) in Turkish civil procedure is governed by Article 129 of the Code of Civil Procedure (Law No. 6100). For a partnership withdrawal case, the petition must contain the following elements:

• Identification of the court, the case number, and the parties
• A clear statement of the respondent's position on each allegation in the claim
• A factual narrative of the company's history and the respondent's account of the events relied upon as just cause
• Legal arguments addressing the just cause threshold, supported by relevant Court of Cassation decisions
• Specific responses to any interim measures sought or anticipated
• A response to the financial claims, including the separation payment and any profit distribution claims
• A list of the evidence on which the respondent relies, including documents, witness testimony, and any expert evidence
• A clear and specific statement of the respondent's requests to the court

6. Jurisdiction and the Correct Respondent

6.1. Which Court Hears Partnership Withdrawal Actions?

Partnership withdrawal actions are heard by the Commercial Court of First Instance (Asliye Ticaret Mahkemesi), pursuant to Article 5 of the Turkish Commercial Code. Where no Commercial Court of First Instance exists in the relevant jurisdiction, the Civil Court of First Instance (Asliye Hukuk Mahkemesi) assumes jurisdiction. Territorial jurisdiction is governed by Article 6 of the Code of Civil Procedure: the competent court is the court at the registered seat of the company at the date the action is filed.

6.2. Who Is the Correct Respondent?

In an action seeking withdrawal from a limited liability company, the claim must be brought against the company itself, not against the other individual partners. This was confirmed by the Court of Cassation's 11th Civil Chamber (E. 5041/K. 13783, 15 September 2014). The company, acting through its management, is therefore the party that files the response petition, and the company's resources may be used to fund the defense.

7. Withdrawal Rights Arising From Corporate Restructuring Events

Beyond the just cause route and the articles-of-association route, Turkish commercial law provides for withdrawal rights in connection with certain corporate restructuring events. Where the action served on you arises from a merger, demerger, or change of company type, the applicable framework differs from the general Article 638 analysis, and the response strategy must reflect this.

7.1. Withdrawal on Merger

Under Article 141 of the Turkish Commercial Code, the articles of a merging company may offer partners the option to withdraw in exchange for a separation payment equal to the real value of their shares, rather than receiving shares in the acquiring company. Where a merger is contested and the withdrawal right has been invoked, the respondent's analysis should begin with the merger agreement and the terms on which the separation payment was calculated. Where a partner alleges that the payment offered does not reflect real value, Article 191 of the Turkish Commercial Code provides that any partner may apply to the commercial court within two months of publication of the merger decision in the Trade Registry Gazette to request the determination of an appropriate equalization payment.

7.2. Withdrawal on Demerger

Article 161 of the Turkish Commercial Code does not contain an express right to a separation payment on demerger. However, where the demerger results in partners receiving shares in proportions that differ from their original holding, the question of whether the demerger was balanced or unbalanced is a central factual issue. Where a withdrawal claim arises from a demerger, this characterisation must be addressed specifically in the response.

7.3. Withdrawal on Change of Company Type

Articles 180 to 190 of the Turkish Commercial Code regulate the conversion of a company from one legal form to another without containing an express withdrawal right on conversion. Whether a withdrawal right exists in the context of a type conversion depends on whether the articles or a separate agreement provide for one. As a respondent, the starting point is to determine whether any such agreement exists and, if so, whether its conditions have been met.

8. Reference Summary: Just Cause Threshold

9. Frequently Asked Questions About Partnership Withdrawal Actions in Turkey

9.1. What is the difference between a partnership withdrawal action and a dissolution of partnership action (izale-i suyu)?

These are fundamentally different proceedings. A partnership withdrawal action (ortakliktan cikma davasi) under Article 638 of the Turkish Commercial Code concerns a partner seeking to exit a limited liability company or other commercial entity, and is heard by the Commercial Court of First Instance. A dissolution of partnership action (izale-i suyu) under Articles 698 to 699 of the Turkish Civil Code concerns the termination of co-ownership over a specific asset, most commonly inherited property, and is heard by the Civil Court of Peace. The two involve different courts, different substantive law, and different procedural rules.

9.2. Can just cause be based on the fact that the company has been making losses?

Not on its own. The Court of Cassation has confirmed that a company recording losses in some years does not constitute just cause for withdrawal, particularly where the company continues to operate and retains positive equity. Just cause requires a circumstance that makes continuation of the partnership relationship genuinely impossible or intolerable, not merely less profitable than the partner had hoped.

9.3. How much time do I have to file a response petition?

Two weeks from the date of service of the claim, under Article 317 of the Code of Civil Procedure. This is a hard procedural deadline. If you fail to file within this period, the proceedings will continue without your version of events before the court. Given the complexity of the legal and factual issues in a partnership withdrawal case, you should instruct a lawyer immediately upon being served.

9.4. Can the company be ordered to freeze the claimant's rights during the proceedings?

Yes. Under Article 638(2) of the Turkish Commercial Code, the court may, on the claimant's request or on its own motion, order that some or all of the claimant's rights and obligations arising from the partnership be frozen during the proceedings, or impose other protective measures. As a respondent, you should address the question of interim measures proactively in the response petition and not assume that no measures will be ordered simply because none have been expressly sought.

9.5. Against whom is the action directed?

The action is directed against the company itself, not against the other individual partners. This has been confirmed by the Court of Cassation (11th Civil Chamber, E. 5041/K. 13783, 15 September 2014). The company's management is therefore responsible for instructing counsel and filing the response petition on the company's behalf, and the company's resources may be used to fund the defense.

9.6. What financial claims can the departing partner make?

A partner who successfully establishes just cause is entitled to a separation payment equal to the real value of their capital share at the date the court order becomes final, under Article 641 of the Turkish Commercial Code. They may also claim any unpaid profit distributions to which they were entitled under the articles or statute. Both claims can be advanced in the same proceedings. The separation payment requires a valuation of the company at the relevant date, which typically involves an expert report.

9.7. Can a respondent bring a counter-claim to have the claimant expelled instead?

Yes. Under Article 640 of the Turkish Commercial Code, a company may bring an action to expel a partner where just cause exists. Where the respondent has substantive grounds to pursue expulsion, a counter-claim in the same proceedings is tactically viable and may be preferable to a purely defensive posture. The decision to counter-claim significantly raises the stakes of the litigation and should be made carefully with specific legal advice.

9.8. Does the claimant retain full partnership rights during the proceedings?

Yes, unless the court orders interim measures suspending some or all of their rights. Until a court order takes effect, the claimant retains their full partnership rights, including voting rights, information rights, and profit distribution entitlements. This is one of the reasons why the question of interim measures is often practically significant: a claimant who retains voting rights during lengthy proceedings can continue to influence the company's decisions.

9.9. What happens if the court finds just cause but orders the wrong form of judgment?

The form of the judgment matters. The Court of Cassation has held that where just cause is established, the court must order that the claimant has withdrawn from the company, not merely that withdrawal is permitted. A judgment that takes the wrong form may be appealable on this ground. As a respondent, being aware of this issue is relevant not only for challenging adverse decisions on appeal but also for identifying whether the original judgment was compliant with the Court of Cassation's requirements.

9.10. What documentation should I gather immediately upon being served?

You should immediately gather the current version of the articles of association, all board minutes and shareholder meeting records for the period covered by the claimant's allegations, financial statements, records of shareholder communications and information disclosures, profit distribution records and resolutions, any correspondence between the claimant and the company or its management, and the company's SGK and tax registration records. Documents that demonstrate the company was run properly and that the claimant was kept informed are the foundation of the most effective defenses.

Conclusion

Defending a partnership withdrawal action in Turkey requires an immediate and structured response to a technically demanding set of legal questions. The just cause threshold is the central battleground in most cases, and the Court of Cassation's case law defines that threshold precisely. A respondent who understands what the claimant must prove, who addresses every material allegation rather than only the most prominent one, and who supports their position with contemporaneous documentary evidence is in the strongest available position.

The two-week response deadline is unforgiving, and the complexity of these cases means that preparation must begin immediately upon service. The interim measures risk, the financial valuation questions, and the tactical question of whether to counter-claim all require early attention. Waiting to instruct counsel until later in the process creates an avoidable disadvantage that is difficult to recover.