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Exit and Expulsion from the Partnership from a Limited Company: Just Cause, Separation Fund and 2026 Constitutional Court Decision Within the scope of Turkish Commercial Code Article 638-642, the exit lawsuit, participation in exit, expulsion by general assembly decision and court decision, calculation of the separation fund and the new period in companies with two partners have been updated as of 2026.
A limited company partner is not obliged to stay in the company if he cannot transfer his share or if the partnership relationship becomes unbearable. In the presence of justifiable reasons, each partner may file a lawsuit to order his/her exit from the company and request a separation fee corresponding to the real value of his/her share. The company can also apply to the court to remove a partner who disrupts the partnership relationship. However, this method did not work for years in companies with two partners; because the general assembly decision to be taken for the case depended on the qualified majority. The decision of the Constitutional Court published in the Official Gazette dated 17.03.2026 removed this obstacle for limited companies with two partners. The guide explains ways to quit and expel, the Supreme Court's just cause criteria, calculation of the quit fee and pre-litigation preparation.
Exit is when the partner voluntarily severs ties with the company. Expulsion is the removal of the partner from the partnership against his/her will, upon the request of the company or by the decision of the general assembly. In both cases, the departing partner has the right to request a separation fund that corresponds to the real value of the capital share (TTK Article 641).
Path Who starts it? Rest When will the result occur?
Right to opt out in the articles of association Partner TCC article 638/1 When the conditions in the contract are met
Case for quitting with just cause Partner TCC article 638/2 With the finalization of the court decision
Removal due to reason in the articles of association Company (general assembly decision) TTK art.640/1, art.621/1-h Decision; The partner can file an annulment case within three months.
Expulsion by court order for just cause Company TCC article 640/3 With the finalization of the court decision
Alternative solution in termination case Partner TCC article 636/3 The court may order the partner to leave, not dissolution.
Each partner may file a lawsuit to order his/her exit from the company if there are justified reasons (TTK Article 638/2). This right can be exercised whether or not opt-out is regulated in the articles of association; The consent of other partners is not required. The law does not list justified reasons. The Supreme Court jurisprudence fills this gap.
What is just cause according to the Supreme Court?
The General Assembly of the Supreme Court of Appeals, in its decision dated 05.07.2023 and numbered E.2022/63, K.2023/722, stated that the justified reason may be based on the management of the company, commercial activities, economic situation or personal relations between partners; He explained that the decisive factor is that the partnership relationship becomes unbearable for the partner who wants to exit in accordance with the rule of honesty. In the same decision, it was also emphasized that it would be against the rule of honesty for a partner who knowingly or negligently contributed to the formation of a just cause to rely on these reasons. The main situations discussed as justified reasons in practice are:
The manager uses company facilities for his personal benefit or carries out competing activities
Severe and persistent hostility between partners that paralyzes the functioning of the company
Not every negativity is considered a justified reason. In its decision dated 24.01.2023 and numbered E.2021/5774, K.2023/472, the 11th Civil Chamber of the Supreme Court of Appeals ruled that issues that have other legal remedies in the law, such as the company's poor financial situation and poor management, will not alone constitute a reason for exit. In its decision dated 26.11.2024 and numbered E.2023/6218, K.2024/8287, the same Department did not find the request of the partner, who established his own business in the same field as the company, to quit on the grounds that he caused the process with his own actions. For this reason, documenting the use of legal remedies such as a request for information, a warning letter and a general assembly application before filing a lawsuit directly affects the success of the case.
Upon request, the court may decide to freeze some or all of the plaintiff's rights and debts arising from the partnership or to secure his situation during the course of the lawsuit (TTK article 638/2). Since the partnership status continues until the decision is finalized, this measure is an effective tool to protect the partner from new liabilities in long-lasting cases.
When a partner requests an exit or files a lawsuit, managers notify the other partners without delay. Other partners may join the exit within one month from this news or join the exit lawsuit by filing a lawsuit; All partners who exit are subject to equal treatment in proportion to their shares (TTK article 639).
The company contract may stipulate the reasons for which a partner may be removed by the decision of the general assembly (TTK article 640/1). The subsequent addition of these reasons to the articles of association requires the unanimity of all partners representing the capital (Art. 621/3). The expelled partner may file an annulment lawsuit within three months after the decision is notified to him through a notary (Art. 640/2).
Even if there is no reason in the articles of association, the company may request the dismissal of the partner by court decision based on just cause (TTK article 640/3). For this case, the general assembly is required to take a decision with at least two-thirds of the votes represented and the absolute majority of the basic capital with voting rights (Art. 616/1-h, Art. 621/1-h).
The qualified majority requirement created a deadlock in practice in limited companies with two partners. One of the two partners with equal shares or the partner with a minority share could never obtain the necessary general assembly decision to expel the other. The Supreme Court also accepted that an expungement case could not be filed in this case.
With its decision dated 25.12.2025 and numbered E.2025/128, K.2025/273 upon the application of Bakırköy 1st Commercial Court of First Instance, the Constitutional Court annulled the Turkish Commercial Code article 616/1-h and the relevant phrase in article 621/1-h, finding it contrary to Articles 40 and 48 of the Constitution in terms of limited companies with two partners. The decision was published in the Official Gazette dated 17.03.2026 and numbered 33199. The Court found that not providing an effective opportunity to apply for the removal of a partner who hinders the activities of the company in companies with two partners is incompatible with the freedom of enterprise.
With this decision, the lawsuit for justified dismissal in limited companies with two partners is no longer dependent on the existence of a general assembly decision taken by qualified majority. Details regarding the procedure by which the case will be filed and by whom will be clarified with the application of the Supreme Court following the decision. During this transition period, the petition and the hostility must be carefully constructed.
5. How is the Separation Fund calculated and when is it paid?
The separation reserve is the real value of the share, not its nominal value or book value. Real value; It is determined by expert review, taking into account factors such as the company's assets, market value, profitability and future cash flows. In cases of withdrawal based on the right to opt out in the articles of association, the contract may stipulate a different calculation (TTK article 641/2).
In terms of payment, the law also protects the financial structure of the company. Separation fee; It becomes due if the company disposes of usable equity, if the shares of the departing partner can be transferred, or if the capital is reduced in accordance with the procedure. The unpaid portion is a receivable against the company that comes after all creditors (TTK Article 642). Therefore, the possibility of collecting separation funds may be limited in a company that is insolvent.
In commercial cases where the subject is the payment of a certain amount of money, applying to a mediator is a condition of litigation (TTK Article 5/A). In its decision dated 10.06.2024 and numbered E.2023/2451, K.2024/4870, the 11th Civil Chamber of the Supreme Court of Appeals examined whether the mediation requirement was fulfilled in the case where separation funds and dividends were requested. Since the qualification is controversial in cases where a separation fee is requested along with the request for exit, applying to a mediator before the lawsuit is a cautious way to eliminate the risk of a lawsuit requirement.
In a limited company with two partners, one partner has a sixty percent share and the other has a forty percent share. Sixty percent of the partners are also managers; There has been no general assembly held for four years, no dividends have been distributed, and the minority partner's requests for information through a notary remain unanswered. The minority partner wants to leave the company, and the majority partner wants to remove the minority partner who transfers customers to the newly established rival company.
The minority shareholder may file a lawsuit for exit with just cause, based on facts such as requests for documented information and long-term non-distribution of dividends, and may request that his rights and debts be frozen during the course of the lawsuit. However, if the rival activity allegation is confirmed, the defense that he contributed to the just cause with his own action comes to the fore, in accordance with the Supreme Court jurisprudence. If the majority partner is a shareholder, after the decision of the Constitutional Court, he/she can consider the method of expulsion for just cause without being hindered by a qualified general assembly decision in companies with two partners. Since both parties' demands will be based on the calculation of the separation fee based on the real value, the valuation of the company will be the main point of dispute in the case.
Is the approval of other partners required to exit the limited company?
It is not necessary if there is a justified reason; The partner can apply directly to the court. If the right to exit is granted in the articles of association, it is possible to exit according to the conditions in the agreement.
How long does a dating case last and when does the partnership end?
Duration varies depending on the file and valuation review. The partnership ends with the finalization of the court decision; Therefore, it is important to request precautionary measures during the lawsuit.
Is the separation fee paid at nominal value?
No. The law is based on the real value of the share. The real value is determined by expert examination.
Can an exit lawsuit be filed while share transfer is possible?
In cases where the share can be transferred under reasonable conditions, the existence of just cause can be evaluated more strictly. If the general assembly does not approve the transfer or the articles of association prohibit the transfer, these are among the situations that expressly reserve the right to be excluded in the law (TTK Article 595/5).
Can he object to the joint decision?
A partner who is removed by the decision of the general assembly for the reason stated in the articles of association may file an annulment lawsuit within three months from the notary notification of the decision. If it is removed by court decision, it may resort to legal remedies.
Not documenting just cause: Cases filed without documentation of steps such as request for information, warning letter and general assembly application are often stuck in the problem of proof.
Creating a cause by one's own action: Establishing a rival business or disrupting the company's business will be evaluated against the exit case.
Not asking for precautions: Since the partnership continues until the decision is finalized, freezing of rights and debts should be requested.
Skipping mediation: Monetary claims such as separation deposits and dividends carry the risk of litigation.
Leaving the valuation to an expert and not following it: The choice of method in the real value calculation can change the amount to be received many times.
Exit and expulsion cases in a limited company are disputes with strong technical and strategic aspects, involving both the termination of the partnership relationship and the determination of the real value of the share. The Constitutional Court decision, published in 2026, opened a new area to solve the deadlock that has been going on for years in two-partner companies. Küheylan Law Firm; It establishes a litigation strategy that focuses on concluding the partners' relationship with the company with the least loss and at the most accurate value, from proving justified reasons to the mediation process, from measures protecting the partner during the litigation to technical objections regarding the valuation method of the separation fee. For file evaluation, an appointment can be requested via info@kuheylanhukuk.com.
Important Legal Notice: The legal explanations contained in this guide have been prepared by Küheylan Law Firm for general information purposes and do not constitute legal advice. In company law, the provisions of the articles of association, partnership structure and periods have different results in each file; It is recommended to get support from a lawyer before taking any action. © 2026 Küheylan Law Firm. All rights reserved.
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