Withdrawal Partnership in Limited Liability Companies

Limited Liability Company is one of the types of companies that are regulated between the provisions of the 6102 Turkish Commercial Code. Despite being a capital company, limited companies, which are operated on the basis of mutual trust among the partners, are the most common type of company in Turkey. Withdrawal the partnership  in Limited Liability companies is a situation where the partners leave the partnership, except for the transfer of the share.

Withdrawal The Partnership in Limited Liability Companies

Withdrawal from the company can take place in 3 ways:

1.The Company’s Agreement allows the shareholders the right to leave the limited Liability Company

According to the Article 638/1 of the numbered 6102 Turkish Commercial Code “Company contract may grant the members the right to withdraw from the company and require certain conditions for exercise of this right”. Accordingly, one of the company partners may leave the company when the conditions specified in the company’s articles of association are fulfilled.

For example, if the company main contract stipulates the right to quit with unilateral declaration of unconditional and unconditional condition, then the partner may leave the company after declaring the will with the unilateral declaration of will.

2. Filing A Lawsuit to Withdraw From the Company

Any member may file a lawsuit to withdraw from the company under existence of just causes. The important point in this case is the determination of the existence of the just cause.

So, what is the just cause in this type of lawsuits?

The right reason is the whole of the situations that make it difficult or impossible to realize the purpose of the partnership by eliminating the partners’ coming together as partnerships for de facto and personal reasons.

3.The Right Of Participation in the Withdrawal

According the article 639 of numbered 6102 Turkish Commercial Code partners are given the right to  participate in the withdrawal in limited companies,

Any member may file a lawsuit to withdraw from the company.If a member request to withdraw from the company on the basis of a provision of the company contract or files a lawsuit for withdrawal under just causes, then the manager or managers shall notify the other members thereof without delay.

So what should the partner who want to participate in these situations do?

Every other member has to right;

• To notify the managers that he will also participate in the withdrawal, provided that just cause stipulated in the company contract also applies to him,
• Or to join the lawsuit for withdrawal due to just causes by making a claim before the court

Within one month as of the receipt of such notice.

The important point here is that the partner who wants to leave the company for a personal reason cannot benefit from the right to participate in the withdrawl if this situation is not related to other partners.

So, in this case, can we request a injunction due to the freezing of the rights and debts arising from the partnership until the lawsuit is concluded?

Yes.According to Article 638/2 of numbered 6102 Turkish Commercial Code “The court may, at the request, order that some or all of the membership rights and obligations of the claimant be suspended during the couser of the proceedings or other alternative measures be taken to secure the position of the claimant member.” With the regulation, the rights and debts of the partners are also secured.

Limited Şirketlerde Ortaklıktan Çıkma-2020

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