What problem does the good-cause dissolution action solve?
This action aims to end the existence of the company. It does not pursue the same legal result as a partner who merely wants to leave their own partnership. The withdrawal action under TTK Article 638 serves a partner's departure, while removal or restriction of management authority under Article 630 serves to remedy a problem in management. The availability of these options matters in a dissolution action, but they are not interchangeable labels for one another.[1]
A partner who seeks dissolution of a limited liability company does not need to hold any particular percentage of the capital. A minority and a majority shareholder alike can establish good cause. A creditor of the company, on the other hand, cannot be the claimant in an Article 636/3 action merely because they are a creditor. The standing to apply granted under Article 636/2 for a deficiency of corporate bodies or the inability to convene the general assembly depends on separate conditions.[1]
The economic objective of the action should also be defined at the outset. If a partner could leave with their money, but liquidation of the entire business is requested, it must be explained why a lighter solution falls short. This explanation matters not only for the claimant but also for the future of a company that has employees, contracts and creditors.
Which disputes may constitute good cause?
Permanent decision deadlock in a 50–50 partnership
Two partners holding equal shares is not good cause in itself. The essential question is whether the disagreement continuously prevents the company's necessary decisions. Objecting to an investment proposal is not of the same weight as being unable to elect a manager, being unable to discuss the accounts and being unable to take compulsory operating decisions.
In a deadlock claim, the articles of association, voting rights, and the meeting and decision quorums are examined together. Duly issued notices, agendas, attendance records and voting results should show which decisions could not be taken and why. Hypothetically, a situation in which the same compulsory decision cannot be taken despite being discussed again on different dates, and this obstructs the renewal of a license or the financing of operations, is stronger than the mere statement that “the partners are not speaking.”
If one of the company's necessary bodies has been missing for a long time, or the general assembly cannot be convened, TTK Article 636/2 is assessed separately. That provision regulates the court hearing the managers and granting a period to bring the situation into conformity with the law. This special remedial process is not a general precondition that must be run in the same way in every Article 636/3 action.[1]
Obstruction of the right to information and non-distribution of profit
TTK Article 614 gives every partner the right to request information about the company's affairs and accounts and to inspect on certain matters. In assessing obstruction, the subject of the request, whether it was addressed to the company, the response given and the legal remedies in the Code are important. A restriction of a particular document for a justified reason should be distinguished from keeping a partner permanently away from the accounts.[1]
Non-distribution of profit likewise does not by itself mean that the company will be dissolved. Distributable profit, past losses, statutory and contractual reserves and the company's financing needs are examined. Within the framework of TTK Article 608, a partner need not be paid regularly where there is no source legally suitable for distribution. On the other hand, non-disclosure of earnings, off-market payments to related persons, and the continuous exclusion of one partner while others obtain benefits may be assessed together.[1]
The strong evidence here is not merely the bank balance. The income statement, general assembly resolutions, managers' remuneration, related-party transactions and payments made from the company to the partners should be compared. In this way, the defense of operating need can be separated from the allegation that resources were used for personal benefit.
Personal hostility, fault and the company's ability to continue
Divorce, an inheritance quarrel or the breakdown of a family relationship may have consequences for a company; however, the link between personal tension and the deterioration of the company's functioning must be shown. If the company takes decisions regularly, meets its obligations and partnership rights can be exercised, personal resentment alone may not be considered sufficient.
Whether a claimant has turned an obstacle they created themselves into a ground for dissolution is also examined under the rule of good faith. Article 2 of the Turkish Civil Code (TMK) does not protect a manifest abuse of rights. Even so, the assessment cannot be simplified to “if the claimant is not entirely free of fault, the action will necessarily be dismissed.” Mineliler points out that, where the partners are jointly at fault, it should still be discussed whether the partnership can be expected to continue.[3][8]
As to prolonged losses, inactivity or growing debt, the causes must be determined separately. A temporary sector contraction is not the same as a permanent loss of function. If the company is insolvent, separate obligations on the protection of capital and on bankruptcy also come into play; a dissolution action among partners does not remove those obligations.[1]
Can the court find a solution without ending the company?
Removing the claimant against the real value of the share
TTK Article 636/3 gives the court the power, instead of dissolution, to decide that the real value of the claimant partner's share be paid and that the claimant be removed from the company. This is not a punishment of the claimant, nor an automatic removal of the other partner in the dispute. It is a special alternative that ends the claimant's partnership tie while preserving the company.[1]
Real value is not necessarily the same as the capital amount in the trade registry or the equity figure in the accounts. Immovable property, collectible receivables, debts, the ongoing business and valuable business elements should be examined with an appropriate method. The valuation date and method should be clearly stated in the report, and objection should be raised to any mixing of old balance sheet data with current conditions. TTK Article 636/3 does not by itself specify any particular calendar date as the valuation date.
The feasibility of the payment solution matters as much as the calculation of the price. In a company with high value but no cash, the share price, the source of payment and the protection of capital must be addressed together. An unworkable result cannot be constructed by disregarding who will acquire the share, the limits on a company acquiring its own shares and the provisions on the exit payment (ayrılma akçesi). This power of the court does not mean that a compulsory purchase can in every case be imposed on the other partner's personal assets.[1]
Other suitable solutions and removal of the manager
The Code's power to order other solutions is broad; even so, it must truly resolve the concrete dispute, be legally possible and be capable of becoming an enforceable judgment. In Mineliler's assessment, “acceptability” is not understood as requiring the consent of all parties; an objective assessment among the interests is made. This academic approach does not lead to the conclusion that the court may write a new articles of association without limit.[8]
The parties' right to be heard must be protected; the price, the person liable to pay and the operation of the solution should be discussed. Imposing an obligation to buy shares on a third party who is not a party, or awarding independent compensation that was not requested, cannot be justified by the words “suitable solution” alone.[1][2]
If the problem arises essentially from the manager's serious breaches of duty, removal or restriction of management and representation authority under TTK Article 630 may be considered. Being a manager and being a partner are different capacities: removing the manager's authority does not remove their share, and a problem that can be resolved by changing the manager does not always justify liquidating the whole company.[1]
What do the Court of Cassation decisions change in a concrete file?
Alternative solutions must be investigated even for a loss-making company
In the decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dated May 30, 2024, E. 2023/1983, K. 2024/4494, the company's inactivity, its debts and its lack of profit were discussed in a dispute between two equal partners. The first-instance court's dissolution decision had been upheld on appeal, on the view that, because the company was not making a profit, there was no need to investigate options other than dissolution.
The Court of Cassation did not consider this approach sufficient. The decision was reversed because it must be investigated whether another suitable and acceptable solution exists, and the reasons why it cannot be implemented must be given. The decision does not say that a loss-making company can never be dissolved. Its practical consequence is that, instead of the proposition “there is no money, so dissolution is compulsory,” the assets, payment possibilities and alternatives are examined concretely.[6]
Allegations and lighter solutions must be shown in the file
In the decision of the 11th Civil Chamber of the Court of Cassation dated May 12, 2025, E. 2024/5174, K. 2025/3285, exclusion, lack of access to information and the other partner's transactions were asserted in a company with equal shares and joint management. The authorities reviewing the dismissal decision assessed the state of proof of the allegations, the company's activity, the claimant's position and the avenues relating to information, management or liability. The Court of Cassation upheld the dismissal.[7]
This decision does not create a general procedural requirement that all partners first file and finalize every action that comes to mind. What the claimant should take from it is to explain which right was obstructed and how, and why lighter interventions fell short. For the company, a strong defense is not merely saying “operations continue” but documenting that the rights can be exercised and that a workable solution exists.
In assessing both decisions, the sources in which the full texts were republished were relied on; the decisions should be read within the limits of their own facts.[6][7]
How are the allegation, the evidence and the counter-defense matched?
The table below is not a prediction of outcome. It shows how the same fact may be examined both for good cause and for a narrower intervention.
| Problem asserted | Document or fact that makes it concrete | Narrower solution to be examined | Point to be tested in the counter-defense |
|---|---|---|---|
| Permanent decision deadlock | Notices, agendas, minutes, effect of the decision that could not be taken on the business | Correcting the management arrangement or separating the shares | Is the deadlock real; is the decision truly necessary? |
| Continuous exclusion from the accounts | Dated information requests, refusal replies, access records | TTK Article 614 remedies and document inspection | Was information provided; is the restriction concretely justified? |
| Systematic deprivation of earnings | Financial statements, distribution decisions, payments to related persons | Review of the distribution decision and related transactions | Is there distributable profit and a genuine financing need? |
| Manager's misuse of company resources | Bank movements, transaction contract, consideration and market conditions | Removal or restriction of authority; liability | Was the transaction in the company's interest; would changing the manager solve the problem? |
| Continuous stoppage of operations | Tax and commercial records, orders, personnel and debt position | Resumption of operations or a workable exit | Is it a temporary pause; is there a realistic plan to continue? |
| Irreversible breakdown of trust | Chronological order of events and their concrete reflection on the company's functioning | Separation of the parties or regulation of certain powers | Did the claimant create the obstacle; what was the mutual conduct? |
The claimant should make the facts relied on and their evidence concrete. The court may be asked to obtain the records held by the company; the consequences of failing to submit documents are assessed under the provisions of the Code of Civil Procedure (HMK). It should be remembered that unlawfully obtained evidence cannot be used. Rather than only selected sentences of correspondence, the context and dates should be preserved.[2]
The expert's task is to clarify financial and technical questions. The legal conclusion that “good cause exists” belongs to the court. An objection to the report should not be content with the calculated value but should point to missing assets, incorrect debts, the valuation date, the going-concern assumption of the business and the feasibility of payment.
Against whom and under what procedure is the action brought?
The company as defendant, jurisdiction and exclusive venue
The dissolution request is, as a rule, directed against the company as a legal entity. The conduct alleged against the other partner may form the substantive basis of the company action; this does not mean that bringing the action against that person alone is sufficient. Assessments of party formation in certain decisions concerning two-partner companies should not be generalized to all files. The representation of the company and standing to be sued are also separate; whether a curator for representation is needed in a concrete representation conflict is examined separately.[1][8]
The dispute is a commercial case; the court with subject-matter jurisdiction is the commercial court of first instance (asliye ticaret mahkemesi). Where there is no separate commercial court, the relevant jurisdiction rules apply. Under HMK Article 14/2, the court at the place of the company's registered seat has exclusive venue in this action arising from a partnership relationship. Under TTK Article 1521, the simplified trial procedure applies; for this reason the submission and concretization of evidence in the pleadings matter from the start.[1][2]
Court fees, mediation and separately requested monetary claims
A mere dissolution request is not a claim for collection measurable in money, and is therefore assessed on the basis of a fixed fee. A separate independent monetary claim, however, may require an examination for a proportional fee. A court deciding, within Article 636/3, in the alternative on removal against a price is not the same as the claimant separately bringing a claim for payment. The nature of the claim and of the judgment should be the basis; it should be known that court fee, expert expenses and attorney's fees are different items.[5]
For purposes of TTK Article 5/A, a mere dissolution request is not a monetary claim subject to mandatory mediation. On the other hand, requesting an exit payment or compensation independently or together must be examined separately according to how the claims are framed. The summary of Bozkurt Yaşar's study on withdrawal and the exit payment also emphasizes this distinction between a claim of status and a monetary claim; the assessment concerning the withdrawal action should not be carried over unreasoned into the dissolution action.[1][9]
As of October 14, 2026, relying on the former HMK Article 107 model for monetary claims may also cause error: Law No. 7589 repealed that article. HMK Article 109/4 regulates a single increase in the same action in a partial claim until the end of the investigation, and the interruption of the limitation period from the filing date for the increased portion. There is a transitional provision for actions previously filed under Article 107. This amendment does not by itself turn a dissolution request into a claim for a sum of money.[4]
Time of application and framing the relief sought
TTK Article 636/3 does not provide a special period for bringing the action. Nevertheless, events accepted for a long time, continuing breaches and later conduct may be assessed differently in terms of good faith and proof. The limitation regime of monetary claims considered together with dissolution is examined separately.[1][3]
The petition should clearly state the partnership capacity, the chronological order of events, their effects on the company's functioning and the result sought. The dissolution alternative, interim protection and independent collection claims should not be confused with one another. A conclusion section that needlessly requests every possibility may create new problems regarding jurisdiction, fees and procedural prerequisites.
How is the company's property protected during the action?
TTK Article 636/4 allows the necessary measures to be taken at the request of one of the parties when a dissolution action is filed. Filing the petition does not block all bank accounts; it does not automatically remove the managers from office and does not terminate the company's contracts.[1]
The request for protection should be matched with a concrete danger. If a particular immovable is alleged to be disposed of or an unusual transfer of money is alleged, the transaction, the risk and the restriction sought should be stated. Where the necessary conditions are met, interim arrangements on management or supervision may also be considered; appointment of a trustee (kayyım) is not the ordinary outcome of every dissolution action.
Within the framework of the HMK provisions on interim legal protection, prima facie proof, proportionality, security and enforcement of the decision are examined. A broad request that halts all payments of the company may prevent it from meeting wage, tax and supply debts. Protection should prevent the danger sought to be avoided without needlessly reducing the company's value. A precautionary attachment envisaged for collecting the final share price is a separate institution with its own conditions; it does not apply automatically on the basis of a dissolution request.[2]
Does a dissolution decision immediately delete the company from the trade registry?
A decision dissolving the company and the claimant's removal against a share price are different outcomes. In the second case, the company continues. When a dissolution judgment becomes final, and unless another method of termination is involved, the liquidation process comes into play. Within the framework of the joint-stock company provisions to which TTK Article 643 refers, the legal personality continues for the purpose of liquidation; deletion of the company from the registry is a later stage.[1]
Where the court has ordered dissolution, the appointment of a liquidator is also carried out under the relevant statutory provision. Receivables must be collected, debts and liquidation expenses met, and the remaining assets determined. It cannot be said that a partner will necessarily and immediately recover the capital they initially contributed. Dissolution does not by itself erase the company's debts or the separately arisen liability of partners and managers.
Information and documents submitted to Güneş & Güneş are handled in the course of legal assessment and the services undertaken, with regard to professional secrecy and the rules on the protection of personal data. A secure communication channel for sending sensitive documents should be learned from the firm. Initial contact or sharing of documents does not mean that the matter has been accepted.
In connection with this subject, the articles on withdrawing from the partnership without dissolving the company and valuation of the exit payment may also be consulted.
Conclusion
In the good-cause dissolution of a limited liability company, the decisive question is not merely that the partners cannot agree. The effect of the disagreement on the company's order, the usability of partnership rights, the parties' conduct and solutions that could keep the company going are assessed together. A sound file addresses the concrete facts, documents, counter-defenses and workable alternatives within the same framework. In preparing a dissolution request, the real share value, the possibility of payment and any necessary interim protection should also be considered, and the difference in outcome between the company ending and a partner leaving should be preserved.
Frequently Asked Questions
Can a minority shareholder request dissolution of the company?
Yes. TTK Article 636/3 gives every partner the right to sue; no minimum shareholding ratio is required. A small shareholding does not remove the burden of proving good cause.
Is a 50–50 split between the partners enough for dissolution?
No. It is examined whether the equal-share structure leads to a concrete and permanent decision deadlock. An ordinary difference of opinion should be distinguished from the company's compulsory affairs being impossible to carry out.
Can the court end only my partnership while I am requesting dissolution?
TTK Article 636/3 allows this. The claimant may be removed from the company upon payment of the real value of their share. No assurance about the outcome can be given without assessing the valuation and a workable payment solution.
Must I bring all the other actions before the dissolution action?
There is no such general procedural prerequisite in the Code. However, the existence of lighter avenues that could remedy the problem, and why they fell short, matter in the dissolution assessment.
Can the other partner no longer withdraw money from the company once the action is filed?
The action does not by itself impose an automatic prohibition. If there is a risk of unauthorized or harmful transactions, appropriate interim protection should be requested with concrete evidence. Ordinary company payments should be distinguished from personal uses.
Is mediation always mandatory in a dissolution action?
Not for a mere dissolution request. If a monetary claim is also requested, a separate assessment under TTK Article 5/A is needed according to the nature of the claim and the manner in which it is raised together.
Sources and legal bases
1. [1] Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), in particular Arts. 4, 5, 5/A, 533, 536, 608, 612, 614, 630, 633–643 and 1521. Ministry of Trade institutional copy.
2. [2] Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu), in particular Arts. 14, 26–27, 189–194, 219–220, 266, 281, 318 and 389–399; for later amendments see also [4]. Ministry of Justice institutional copy.
3. [3] Turkish Civil Code No. 4721 (Türk Medenî Kanunu), Arts. 2 and 4. Ministry of Justice institutional copy.
4. [4] Law No. 7589, date of adoption July 16, 2026, in particular Arts. 19–20 and 26 and provisional Art. 1/10. Adopted law text, Grand National Assembly of Türkiye (TBMM).
5. [5] Schedule (1) annexed to the Law on Fees No. 492 (Harçlar Kanunu), A/III.1–2, distinction between proportional and fixed decision and judgment fees. Revenue Administration (GİB), 2025 schedule text.
6. [6] Court of Cassation 11th Civil Chamber (Yargıtay 11. Hukuk Dairesi), 30.05.2024, E. 2023/1983, K. 2024/4494. 6102ttk.com, republication of the full decision text.
7. [7] Court of Cassation 11th Civil Chamber (Yargıtay 11. Hukuk Dairesi), 12.05.2025, E. 2024/5174, K. 2025/3285. 6102ttk.com, republication of the full decision text.
8. [8] Mineliler, Zeynep. “Yeni Türk Ticaret Kanunu’na Göre Limited Şirketlerin Haklı Sebeple Feshi.” Gazi Üniversitesi Hukuk Fakültesi Dergisi, 16(3), 2012, pp. 95–118; in particular pp. 103–106 and 110–114. Full text of the article.
9. [9] Bozkurt Yaşar, Sevgi. “Ticari Dava Şartı Arabuluculuk Açısından Limited Şirket Ortağının Çıkma ve Ayrılma Akçesini Birlikte Talep Ettiği Davalar: Yüksek Mahkeme Kararları Işığında Bir Değerlendirilme.” Ankara Barosu Dergisi, 83(3), 2025, pp. 657–726, DOI: 10.30915/abd.1681106. Publication record and abstract.