Withdrawal from membership in a limited liability company (limited şirket) is governed by articles 638-641 of Turkish Commercial Code No. 6102 and follows two distinct routes: the member’s departure by his or her own will (withdrawal, çıkma) and the company’s removal of a member (expulsion, çıkarma). In this article we examine, in the light of the legislation currently in force, in which situations a member may exercise the right of withdrawal, on what conditions the company may expel a member, how the process works step by step, and how the exit payment (ayrılma akçesi) is determined.
- A member may leave the company by relying on a ground provided for in the articles of association (şirket sözleşmesi) or by obtaining leave from the court for just cause (TTK m.638).
- The company may expel a member by a general assembly resolution on a ground provided for in the articles of association, or by court judgment where there is just cause (TTK m.640).
- In the event of withdrawal or expulsion, the exit payment due to the member is calculated on the basis of the company’s true value.
- The concept of just cause (haklı sebep) is not enumerated in the law; situations such as damage to the relationship of trust, continuous losses or the company’s purpose becoming unattainable are given as examples.
- In an expulsion action, the member’s fault plays a decisive role in the court’s assessment of just cause.
How Is the Right of Withdrawal Exercised in a Limited Liability Company?
Under TTK m.638, a member may leave the company by relying on a right of withdrawal granted to him or her in the articles of association, or, where just cause exists, by asking the court for leave to withdraw (Turkish Commercial Code No. 6102, mevzuat.gov.tr). A contractual right of withdrawal may be made subject to particular conditions in the articles of association; once those conditions are met, the member may withdraw by a unilateral declaration.
If no right of withdrawal is provided for in the articles of association, the member must seek leave to withdraw by way of court action, relying on just cause. The court assesses, in the light of the particular features of the case, whether the relationship of trust between the members can be maintained.
A member who asks the court for leave to withdraw must, when bringing the action, establish by concrete facts both the just cause and the fact that this cause has made the continuation of membership intolerable for him or her; general and abstract accounts alone will not be enough to persuade the court. Throughout the proceedings the member continues, as a rule, to exercise the rights attaching to his or her share in the company (such as the right to profit share and the right to vote).
What Can the Other Members Do If One Member Wishes to Withdraw?
Under TTK m.639, where a member exercises the right of withdrawal, the other members are likewise entitled to join in the withdrawal on the same conditions by asserting that the just cause is also valid as regards them. This provision is intended to prevent the departure of a single member from creating an imbalance in the structure of the company.
A request to join in the withdrawal is subject to the same procedural requirements and time limits as the principal request to withdraw; the court assesses both requests together and gives its decision accordingly.
This provision is particularly important in limited liability companies with a small number of members, since the departure of a single member may trigger a similar loss of confidence in the company’s future among the remaining members as well. It should not be forgotten that a member who requests to join in the withdrawal must also prove his or her own just cause separately and independently.
On What Conditions May the Company Expel a Member?
Under TTK m.640, the company may expel a member by a general assembly resolution where a ground provided for in the articles of association exists, or by court judgment where there is just cause. For expulsion by general assembly resolution, it is required that the occurrence of the ground provided for in the articles of association be proved and that the resolution be adopted with the necessary quorum. Whether the member to be expelled may take part in the vote on this matter at the general assembly is assessed separately under the provisions of the TTK on the deprivation of voting rights; as a rule, a member may not vote on decisions concerning himself or herself.
| Route | Legal basis | Deciding authority |
|---|---|---|
| Contractual withdrawal | TTK m.638/1 | Unilateral declaration of the member |
| Withdrawal for just cause | TTK m.638/2 | Court |
| Contractual expulsion | TTK m.640/1 | General assembly |
| Expulsion for just cause | TTK m.640/3 | Court |
| Transfer of the capital share | TTK m.595 | Transfer agreement + general assembly approval |
| Dissolution for just cause in a joint stock company | TTK m.531 | Court (subject to a minimum capital share requirement) |
How Is the Concept of Just Cause Assessed?
The law does not define just cause in concrete terms; it leaves that assessment to the discretion of the court. In practice, serious damage to the relationship of trust between the members, continuous losses of the company, the realisation of the company’s purpose becoming impossible, or conduct by a member likely to harm the company are among the examples given of just cause.
In assessing whether just cause exists, the court takes into account, together, the parties’ degree of fault, the size of the company and the nature of the relationship between the members. For this reason each file must be examined separately within its own concrete circumstances. Current case law on the concept of just cause can be consulted through the Yargıtay (the Court of Cassation) decision search system.
Illustrative example: In a limited liability company with two members, where one of them withdraws money from the company’s cash improperly and this is established at the general assembly, the other member may bring an expulsion action relying on that conduct as just cause; the court assesses such an allegation through the accounting records and an examination by a court-appointed expert (bilirkişi). This example is entirely fictitious and illustrative, and does not relate to any actual client or file.
The Withdrawal or Expulsion Action Step by Step
Concluding a withdrawal or expulsion process based on just cause involves a series of successive stages; the evidence and documents gathered at each stage directly affect the outcome of the action.
1. Establishing and Documenting the Just Cause
The member or the company should assemble documents such as correspondence, general assembly minutes and financial statements showing that there is damage to the relationship of trust, continuous losses or some similar just cause.
2. Formal Notice or the General Assembly Process
In contractual expulsion, the general assembly is first convened and the resolution is adopted with the necessary quorum; in withdrawal or expulsion for just cause, sending a formal notice (ihtarname) before the action may be useful in clarifying the parties’ positions.
3. Preparing the Statement of Claim
The statement of claim should set out the concrete events constituting the just cause in chronological order, and the relevant evidence should be clearly indicated for each allegation; statements of claim drafted in abstract and general terms remain weak in evidentiary terms. You may read our separate article on which actions are covered by mandatory mediation, which is a condition of action in commercial disputes.
4. Proceedings Before the Commercial Court of First Instance
The action is heard by the commercial court of first instance (asliye ticaret mahkemesi) at the place where the company’s registered office is located; the parties submit their evidence at the hearings and may object to the other side’s evidence.
5. Expert Examination and Valuation of the Company
The court appoints a certified public accountant or a valuation specialist as court-appointed expert in order to establish both the existence of just cause and the value of the company that will form the basis of the exit payment.
6. Judgment and Payment of the Exit Payment
Once the court’s judgment becomes final, the member is deemed to have left the company and the exit payment as determined is paid to him or her in the manner and within the time stated in the judgment.
Does a Departing Member Remain Liable for the Company’s Debts?
The liability of a member who withdraws or is expelled from the company for company debts that arose before the departure does not come to a complete end on the date of departure; that liability may continue for a limited period running from the date of departure. This rule is intended to ensure that creditors are not adversely affected by changes in the membership of the company.
In addition, under article 35 of Law No. 6183, members of a limited liability company are liable, in proportion to their capital shares, for public receivables (such as taxes and social security premiums) that cannot be collected from the company; a member who transfers his or her share may be held jointly and severally liable with the transferee for public receivables relating to the period before the transfer. For this reason it is important to examine the company’s current financial and tax position before a decision to withdraw from membership is taken.
How Is the Exit Payment Calculated?
A member who withdraws or is expelled is paid an exit payment corresponding to the true value of his or her share in the company; that value is determined by expert examination on the basis of the company’s true (market) value, not its book value. If the method of calculating the exit payment has been determined in advance in the articles of association, that method is as a rule applied.
If the exit payment is not made or is made late, the member may claim the sum by a separate action or by enforcement proceedings (icra takibi); interest may run on that claim from the date of default. For detailed information on collecting the claim through enforcement you may read our article on the collection of commercial receivables, and for general corporate advisory needs you may consult our company law page.
When Does the Exit Payment Fall Due?
The claim to the exit payment falls due, as a rule, on the date on which the member’s departure from the company becomes final (the court judgment becoming final or the general assembly resolution becoming final); if a different due date or payment in instalments is provided for in the articles of association, that arrangement applies. Where the company’s financial position is not such as to allow the exit payment to be made in a single payment, the court or the parties may also agree on a reasonable payment plan.
The Effect of the Exit Payment on the Company’s Capital
If the company cannot meet the exit payment out of its own equity, it may proceed by way of a capital reduction; in that case, however, the provisions of the TTK on the protection of creditors (such as publication and the period for objection) apply separately. For this reason, particularly in smaller limited liability companies, financing the exit payment is a matter that must be assessed before a decision on withdrawal or expulsion is taken.
How Do Withdrawal and Expulsion Proceedings Work?
Withdrawal or expulsion actions based on just cause are heard by the commercial court of first instance; the events constituting the just cause must be set out concretely in the statement of claim and supported by evidence. The court appoints a court-appointed expert where necessary in order to examine the company’s financial position.
It is also possible to request an interim injunction (ihtiyati tedbir) during the proceedings so that the company’s ordinary activities are not disrupted; whether such a request is granted, however, depends on the circumstances of the particular case and on proof that the measure is necessary.
In order to prevent the dispute between the members from paralysing the day-to-day management of the company during the proceedings, one of the parties may also request the appointment of an interim trustee (kayyım); the court considers such a request where it is proved that there is an actual deadlock in the management of the company. Interim measures of this kind are intended to enable the company’s activities to continue until the principal action is concluded.
Is the Position Different in Joint Stock Companies?
The Turkish Commercial Code does not separately provide for a mechanism of “withdrawal from / expulsion from membership” for joint stock companies as it does for limited liability companies; shareholders in a joint stock company may leave the company by transferring their shares. Where just cause exists, shareholders representing at least one tenth of the capital (one twentieth in publicly held companies) may under TTK m.531 ask the court to dissolve the company for just cause.
In a limited liability company, by contrast, the action for dissolution for just cause under TTK m.636 may be brought by any member without any capital share requirement; this gives members of a limited liability company a wider opportunity to bring an action than shareholders of a joint stock company. In both types of company the court regards dissolution as a last resort and may order alternative solutions, such as the member being removed from the company upon payment of the true value of his or her share. You may also read our dedicated article on corporate obligations in joint stock companies such as the obligation to retain a lawyer.
Is Transferring the Capital Share an Alternative Route?
Under TTK m.595, the transfer of a capital share in a limited liability company is effected by a transfer agreement certified by a notary and, unless the articles of association provide otherwise, is subject to the approval of the general assembly; without that approval the transfer has no effect as against the company. A share transfer is a practical alternative that allows a member to leave the company without bringing an action and without proving just cause, but it depends on finding a buyer and reaching agreement on the price.
What Legal Remedies Are Available Against a Withdrawal or Expulsion Decision?
Against an expulsion resolution adopted by the general assembly on a ground provided for in the articles of association, the member may bring an action for annulment (iptal davası) within 3 months of the resolution being served on him or her (TTK m.622 referring to m.445 et seq.); changes of this kind in the TTK enter into force upon publication in the Resmî Gazete (the Official Gazette). In such an action it is examined whether the resolution was adopted in accordance with the procedure and the articles of association, and whether the ground provided for actually occurred.
Since a court judgment is in any event required for withdrawal or expulsion based on just cause, the ordinary appellate remedies (istinaf, appeal on the merits, and temyiz, appeal on points of law) are available against those judgments. In both situations, the statement of claim being concrete and supported by evidence directly affects the outcome of the process. Another frequently asked question is which party bears the counsel fee awarded at the end of the proceedings; for details you may read our separate article.
What Is the Difference Between a Withdrawal/Expulsion Action and an Action for Dissolution of the Company?
Under TTK m.636, where just cause exists any member may ask the court to dissolve the company; the court may, however, instead of dissolution, order that the claimant member be removed from the company upon payment of the true value of his or her share, or order another solution appropriate to the situation. This provision shows that an action for dissolution may in fact often turn into an expulsion action, and gives the court wide discretion.
In practice, where a single member cannot come to terms with the other members and the complete winding up of the company is not economically desirable, the claimant may consider it more appropriate, in terms of the company’s continued existence, to bring the action directly as a request for leave to withdraw. Which claim to choose must be assessed according to the circumstances of the particular case and the parties’ intentions as to the continuation of the company.
How Should Withdrawal/Expulsion Conditions Be Drafted in the Articles of Association?
Setting out the grounds for withdrawal and expulsion clearly and precisely in advance in the articles of association of a limited liability company makes it easier to resolve disputes that may later arise between the members without taking them to court. Regulating matters such as the method of calculating the exit payment, the payment date and any possibility of payment in instalments in advance in the articles of association also reduces disputes frequently encountered in practice.
These provisions should be drafted under the supervision of a lawyer at the stage of the company’s incorporation or of an amendment to the articles of association; general information on the rules of the profession can be found on the website of the Türkiye Barolar Birliği (the Union of Turkish Bar Associations). This preparation protects the long-term interests of both the members and the company. Reviewing the provisions of the articles of association as part of corporate advisory work makes any subsequent withdrawal or expulsion process more predictable and less costly.
Headings Recommended for Inclusion in the Articles of Association
In a well-drafted set of articles of association for a limited liability company it is advisable to regulate separately such headings as the grounds for withdrawal and expulsion, the method of calculating the exit payment (independent audit, court-appointed expert or a formula determined in advance), the payment date and the rate of interest to be applied in the event of delay. Clearly separating which situations are to be concluded by general assembly resolution and which directly by court judgment also reduces procedural arguments that may arise at the outset of the process.
The absence of these headings from the articles of association leaves the parties, when a dispute arises, directly dependent on the general provisions of the law and on the discretion of the court; this both lengthens the process and reduces the predictability of the outcome. For this reason, newly incorporated limited liability companies and those whose articles of association have not been updated are advised to review these headings.
What Will the Other Side Do?
In a dispute it is not enough to know only that you are in the right; the other side also has its own defence strategy, and being prepared for that strategy in advance largely determines how the process will unfold. The defences below are typical objections frequently encountered in files of this kind; which of them will arise in your own file depends on the documents you hold and on the sequence of events.
The expulsion resolution rests on just cause (breach of the duty of loyalty, breach of the non-compete obligation and so on).
The company proves the existence of just cause through the general assembly minutes, correspondence and witness statements. The member, for his or her part, defends the case with counter-evidence showing that the alleged act did not take place or has been assessed disproportionately. The extent of the harm caused to the company by the act is also assessed separately by the court.
The exit payment has been calculated correctly.
The company defends the calculation on the basis of the balance sheet and an expert report determining the true value. The member may request a separate valuation report showing that the company’s true value is different. The balance sheet period to which the valuation date corresponds directly affects the calculation.
The action for annulment was not brought within the time limit.
The date of service of the resolution and the date on which the action was brought are compared in order to examine whether the three-month period has expired. Whether the resolution was served on the member in due form is also part of that assessment.
The general assembly resolution was adopted in due form.
The meeting and decision quorums and the procedure for convening the meeting are examined on the basis of the general assembly minutes. The member may support an allegation of procedural irregularity with the meeting minutes and the list of attendees (hazirun cetveli). Whether the meeting was convened in time and in the correct form is also examined separately.
Which of these defences will come to the fore varies according to the concrete circumstances of the file, the documents you hold and the order in which events occurred. In some files the other side concentrates on a single defence, while in others several objections are raised together. For this reason, gathering the evidence that will neutralise a possible defence in advance, before moving to the litigation or enforcement stage, directly affects the course of the process. To assess in advance which defence your file is likely to meet, you may get in touch.
Frequently Asked Questions
May a member of a limited liability company withdraw whenever he or she wishes?
No; a member may leave only if a right of withdrawal is granted in the articles of association, or, where there is just cause, by obtaining leave from the court.
Can an expelled member object?
Yes; in contractual expulsion an action for the annulment of the general assembly resolution may be brought, and in expulsion for just cause a court judgment is in any event required, so the process is under judicial supervision.
Is the exit payment calculated on the basis of the company’s book value?
No; as a rule the company’s true (market) value is taken as the basis, and if a different method has been agreed in the articles of association that method may be applied.
Is just cause enumerated in the law?
No; the law does not define just cause, and the court makes its assessment according to the circumstances of the particular case.
In which court is a withdrawal action brought?
Withdrawal and expulsion actions based on just cause are heard by the commercial court of first instance.
If one member withdraws, may the other members withdraw as well?
Yes; under TTK m.639 the other members may request to join in the withdrawal on the same conditions.
Does a departing member remain liable for the company’s debts?
Yes, in part; liability for debts that arose before the departure may continue for a limited period running from the date of departure.
Does withdrawal from membership mean recovering the capital share?
No; the member returns his or her share to the company and receives in return not the amount of the capital share but the exit payment calculated according to the company’s true value.
Time Limits Table
| Time limit | How long | Start |
|---|---|---|
| Action for annulment against an expulsion resolution | 3 months | From service of the resolution on the member |
Sources
- Mevzuat Bilgi Sistemi (the Legislation Information System, mevzuat.gov.tr)
- Yargıtay Decision Search System
- Resmî Gazete (the Official Gazette, resmigazete.gov.tr)
- Türkiye Barolar Birliği (the Union of Turkish Bar Associations)
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This article is for general information purposes and does not take the place of legal advice. Your particular situation requires a separate assessment of your own file.
This article was prepared on the basis of the legislation in force as at 17.09.2026.
Av. Mehmet İlker Dinç
Insurance Law, Compensation Law, Labour Law, Company Law, Corporate Advisory
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