Exit Payment in a Limited Liability Company: How the Share Is Calculated and Collected

What right does the exit payment correspond to?

TTK Article 641 gives a partner leaving the company the right to demand an exit payment (ayrılma akçesi) corresponding to the real value of the share. This does not mean that a proportionate part of each of the company’s assets is delivered to the partner. No direct ownership is acquired over a certain percentage of the factory or the bank account; what exists is a monetary claim against the company as a legal entity. The other partners are not required to pay this debt out of their personal assets merely because they are partners.

First, the basis of the departure must be identified: a withdrawal right in the articles of association, a court decision on just cause, or another solution applied in place of removal or dissolution. Declaring a wish to leave the company does not end the partnership in every case. By contrast, where a share is sold to another partner or to a third party, there is, as a rule, a transfer price demanded from the buyer. The debtor and the legal ground of an exit payment differ from those of a share sale price.

TTK Article 641/2 allows different calculation arrangements in respect of a withdrawal right provided in the articles of association. This authority is not a general freedom that removes real value in all cases of withdrawal and removal arising from statute. A clause saying “the departing partner receives only his or her nominal capital” cannot be applied without examining the basis of the departure. Even for a contractual withdrawal, the arrangement is assessed against mandatory provisions, the standard of good faith and the validity limits in TBK Article 27.

How is the real value found?

Nominal capital, balance-sheet equity and real value are different

Nominal value is the par amount of the share within the capital. In a company with capital of one million lira, a fully paid share of 200,000 lira represents a twenty percent interest, absent any special difference. If the company has grown over the years, it cannot be said that the exit payment will remain limited to 200,000 lira. If it has made losses, there is likewise no guarantee that this amount will be recovered.

Equity on the balance sheet is a starting point. Tax or accounting records may show the old cost of a real estate asset, the full amount of a receivable that cannot be collected, or the book value of a machine whose economic life has ended. A real value review looks into the economic counterpart of these records. The market-value difference of real estate, stock impairment, litigation risk, tax debts and obligations to employees must also be taken into account.

When the value of the company is determined, the company’s debts are deducted; then the economic rights of the relevant share are assessed. The share ratio matters, but where there is a privilege in profit or liquidation share, unpaid capital or valid additional payment obligations, multiplying by the ownership percentage alone may not be sufficient. The court-appointed expert (bilirkişi) must state clearly whether the value used is the enterprise value before deduction of debts or the equity value belonging to the partners.

Continuation of the business, goodwill and minority discount

Treating a company that continues its operations as though all its assets would be disposed of by forced sale the next day may change the outcome. Earning capacity, customer relationships and contracts can form an economic whole that differs from the sale value of the assets taken one by one. Liquidation value should be used only by explaining how the chosen assumption fits the company’s real situation and the legal transaction.

Özdamar’s examination of real value considers together the views on the balance sheet and on the value of a going concern; it shows the importance of hidden reserves, profitability and features attached to the share. It also explains that, as to the valuation date, contractual departure and departure through a court raise different problems. This doctrinal discussion shows that no single accounting formula can be applied to every company; not every view is a binding calculation rule.

If an amount is added separately for goodwill, what is being priced must be shown. The value of the same customer base cannot be added a second time to an income approach that already includes future earnings. Similarly, the fact that a twenty percent share is a minority share does not create a fixed discount rate prescribed by statute. If a report applies a minority or liquidity discount, its basis, the share right it affects and its consistency with the real value standard must be discussed. A discount used for a negotiated share sale cannot be carried over to a compulsory departure calculation without justification.

The company value on which date is taken as the basis?

The valuation date, the date on which the departure takes place and the date on which the debt becomes payable are separate questions. The departure taking effect through the exercise of a contractual withdrawal right is not the same as a court’s constitutive decision on withdrawal. If the price of a departure that has already taken place is claimed later, it cannot be accepted that a share of the current company value may be demanded merely because a new action has been filed.

In a departure through the court, data close to the date of the decision are important. Rendering a judgment years later on the basis of the balance sheet of the day the action was filed may leave out changes in value. The report should explain both the date taken as the basis and the significant asset sales, capital transactions and borrowings that occurred after that date. A request for updating should be supported by a concrete change, not merely by the statement “the value has risen.”

In the decision of the Istanbul Regional Court of Appeal (BAM) 14th Civil Chamber dated 21.11.2024, E. 2024/1103, K. 2024/1651, the request for withdrawal for just cause and the company’s counter-request for removal were examined together. The chamber found appropriate a value calculation close to the date of the decision, based on reports examining the company’s assets and commercial records. The company’s valuation objections, which it did not support with concrete documents, did not change the outcome. The practical conclusion visible from the republished full text is that an objection to the report must be made concrete at the level of date, asset and method. This decision is not a general rule requiring the same valuation date for all types of departure.

When is the calculated exit payment paid?

The payment conditions in TTK Article 642

TTK Article 642/1 regulates the possibility of payment through the company’s disposal of its available own funds, the transferability of the departing person’s shares, or a reduction of capital in accordance with the relevant provisions. These should not be read as three stages that must all occur together. Even where the departure has taken place, the source from which and the extent to which the claim has fallen due are determined separately.

The defense “there is no money in the company’s cash box” differs from the defense “there are no own funds legally available for payment.” A high bank balance may have been obtained through credit. Conversely, although the company owns a valuable property, its cash for daily payment may be insufficient. In the first case the protection of capital and creditors comes to the fore, in the second a cash-management problem. A bank statement alone does not replace these two reviews.

TTK Article 642/3 provides that the unpaid part is a claim ranking after all other creditors of the company, and links its falling due to the determination of the available own funds in the annual report. For this reason, the total amount to which entitlement has arisen, the part that may be demanded immediately and the balance that has not yet fallen due should be shown separately. The company’s saying “I cannot pay” does not end the examination; documents on its financial situation and the statutory conditions are required.

The former provision on the transaction auditor cannot be applied

TTK Article 642/2 was repealed by Article 43 of Law No. 6335. The provision of the old statutory text under which the transaction auditor was to determine the available own funds cannot be acted upon as though it were in force today. However, the repeal of the paragraph does not remove the review of own funds and the protection of creditors.

The financial statements prepared by the managers, the independent audit report if there is one, and the expert report obtained in a dispute serve different functions. A court-appointed expert does not replace the company’s independent auditor; nor does the expert decide on the legal question of falling due. Esra Cenkci examines the gap that arose, after the repeal of the paragraph, as to the person who will make the determination and the method, and draws attention to the importance of the report and creditor protection in the capital reduction process. This explanation does not mean that a new “transaction auditor” must necessarily be appointed for every limited liability company.

If it is contemplated that the company will itself acquire the departing partner’s shares, TTK Article 612 is also checked. The general limit is ten percent; for acquisition resulting from withdrawal or removal by contract or court decision it is twenty percent. The part exceeding ten percent must be disposed of within two years or redeemed through a capital reduction. There are also conditions on the required free equity and reserves. The provisions of TTK Article 379 for joint stock companies should not be transferred directly to the limited liability company.

Worked example: separating the share value from the total collection

All the figures below are hypothetical. The company’s capital is TL 1,000,000, and the departing partner’s fully paid share is twenty percent. The share carries no privilege. The company continues its operations; it is assumed that the chosen valuation method supports the amounts below.

The partner’s gross exit payment is 8,500,000 × twenty percent = TL 1,700,000. The difference from the nominal share amount of TL 200,000 arises from the economic value of the company. If undistributed profits or past investment expenditures are already represented in these assets, they are not added once more.

The company’s receivable of TL 300,000 from the partner is included in the assets in the table. If it is assumed that this receivable and the counter-receivable have fallen due and that set-off has been properly asserted, the partner’s net exit payment is TL 1,400,000. If the company’s receivable is first left out of the valuation and then also deducted from the partner’s payment, the calculation is distorted. The same withdrawal must not cause a double reduction, once as a “company loss” and again as a “partner debt.”

The TL 700,000 loan made by the partner to the company, on the other hand, is a separate receivable. Deducting it as a debt when calculating the company’s value is correct; repaying the loan to the partner later is not paying the same money twice. Had the loan debt not been deducted, the real value of the share would have come out higher than it is. The proof, maturity and any security of the loan receivable are examined according to its own legal relationship. Since TTK Article 615 has also been repealed, the former provision on substitution for own funds cannot be applied merely because the partner provided the money.

Now assume that, as a result of the TTK Article 642 review, only TL 900,000 of the payment is due, and that the TL 700,000 loan has also fallen due. If the conditions for set-off are met, the cash paid today is 900,000 − 300,000 = TL 600,000 for the payment and TL 700,000 for the loan, a total of TL 1,300,000. TL 800,000 of the payment remains as a balance that has not yet fallen due.

The check on the total is as follows: TL 1,300,000 first payment + TL 800,000 later payment = TL 2,100,000. The same result is reached with TL 1,700,000 gross payment − TL 300,000 partner debt + TL 700,000 loan repayment. That TL 1,100,000 remains in the cash box out of the initial TL 2,400,000 after the first payment does not show that the remaining payment falls due automatically. Interest, tax effects and litigation costs are not taken into account in the example.

Which documents should be prepared for the calculation report?

The review file should contain all amendments to the articles of association, the share ledger, trade registry records, capital payment documents and the notice or decision concerning the departure. On the financial side, the periodic balance sheets, the current trial balance, bank records, inventory count, fixed asset list, real estate records, and customer and partner accounts are read together. Loans, guarantees, pending lawsuits and tax risks must not be overlooked.

While the partner status continues, the partner may exercise the right to information and inspection under TTK Article 614. This right is not an authority to copy unlimited data. The necessary documents should be requested for a specific period and transaction; if access is blocked, the statutory application route should be followed. In litigation, the HMK provisions on the submission of documents and on experts are used. Unauthorized access to another person’s bank account or to the company’s systems is not legitimized by a rightful claim.

The expert report should answer four questions: What is the valuation date? Which method was chosen and why? Where were the debts and personal accounts taken into account? What financial data were found with regard to TTK Article 642? In an objection to the report, the missing item, the supporting document and the expected correction should be stated. Legal characterization belongs to the court; the statement “the expert said it is due” is not sufficient on its own.

Which distinctions matter for litigation, interest and enforcement?

The correct claim and mediation

The debtor of the exit payment is, as a rule, the company. Naming all the partners as defendants without a separate undertaking or ground of liability may increase the risk of costs. Because the dispute arises from the TTK, the commercial court of first instance (asliye ticaret mahkemesi) has jurisdiction. The company’s registered seat, the jurisdiction provisions based on the partnership relationship and any valid arbitration clause should be examined; it should not be assumed that a separate loan or liability claim automatically falls within the same assessment.

A commercial action filed for the collection of a monetary claim is subject to the mediation requirement under TTK Article 5/A. The legal nature of a mere request for withdrawal or dissolution is different; whether a payment claim is added to that request and the claims are pursued together should be assessed in light of the specific petition. A mediation application does not by itself end partner status. In an agreement, the source of payment, installments, security, set-off and the remaining debt must be as clear as the price.

The 2026 procedural amendment should not be overlooked either. Law No. 7589 repealed HMK Article 107; by Article 109/4 it provides that the claim in a partial action may be increased once in the same action until the end of the investigation, and that limitation is also interrupted on the date of filing with respect to the increased part. There is a transitional provision for actions already filed under Article 107. An old template for an “action for an indeterminate claim” should not be carried over unchanged into a new action; the claim, the fee and the increase procedure should be structured according to the current provision.

Start of interest and limitation

Falling due, default and the valuation date are not the same thing. Under TBK Article 117, the conditions of default with and without a notice are assessed. It is not a correct assumption to request default interest automatically from the filing date for a balance that has not yet fallen due. The type of interest and its starting point should be explained in the claim; statutory interest and commercial default interest should be kept apart.

In the Istanbul BAM decision mentioned above, interest from the date of the decision was found appropriate on the grounds that the amount was determined by the decision and on grounds of loss of value. This concrete approach does not end the debates on finality and falling due for all cases. Without examining the basis of the departure, the payment conditions and the content of the judgment, it cannot be said that interest “always starts on the filing date” or “always starts on the finality date.”

Law No. 7589 also changed the statutory interest calculation under Law No. 3095. For this reason, no single fixed rate is applied to all periods; the period of the debt, the contract, the statutory interest provision and the conditions of a claim for commercial default interest are checked together.

For limitation, the five-year period in TBK Article 147/4 concerning claims arising from a partnership relationship is important. Since there is also a view arguing that the general ten-year period applies to the exit payment, the limitation discussion should not be ignored. Cenkci adopts the five-year approach. At the outset, TBK Article 149 and the possibility that the payment may fall due in part are taken into account; one should not wait on the thought that “after leaving the partnership there are ten years in every case.” In mediation as a condition for bringing the action, limitation is suspended from the application until the final minutes.

Obtaining a decision and collecting are not the same stage

A report that merely determines the company’s value is not by itself an enforceable payment order. For collection, the judgment or the document having the nature of a judgment must be suitable as to the debtor, the amount and the payment obligation. For a payment tied to a constitutive withdrawal or removal decision, the effect of finality is assessed separately; one should not forget the dependence on the status decision by thinking only of the general rules on money judgments.

The existence of collectible assets of the company is also important separately. The judgment does not authorize direct attachment of the other partners’ personal accounts. Where asset dissipation is suspected, the conditions for interim protection should be made concrete; it should not be assumed that a general measure halting all the company’s activities will be granted automatically. The risk of proportional fees, expert costs and the opposing party’s attorney’s fees should also be evaluated together with the amount of the claim and the part accepted.

Information and documents submitted for legal assessment are handled for the purposes of the legal assessment and the service undertaken, taking into account the rules on professional secrecy and the protection of personal data. The secure channel for sending documents should be learned from the office. Making first contact does not mean that the matter has been accepted.

In connection with this subject, the articles on the action for withdrawal from a limited liability company and the dissolution of a limited liability company for just cause may also be reviewed.

Conclusion

The correct result in an exit payment does not depend solely on the company having a high value. First, the basis of the departure and the valuation date are determined; then the company’s real value, the partner’s personal accounts and the payment conditions are examined separately. Available own funds, nominal capital and a bank balance are not the same concept. The calculation should verify the total collection; the action and the settlement should leave no uncertainty about the part that has fallen due, interest, security and the status of the remaining claim.

Frequently Asked Questions

On leaving, can I recover exactly the capital I paid in?

As a rule, the calculation is made according to the real value of the share. This amount may be higher or lower than the nominal capital. A valid different arrangement in the articles of association, the basis of the departure and any unpaid capital debt are assessed separately.

If the company owns real estate, is the price paid immediately?

Real estate may increase the company’s value, but it does not replace the review of falling due and available own funds. The conditions in TTK Article 642 and the payment method to be applied are determined separately.

Is a loan I made to the company included in the exit payment?

A genuine loan receivable is assessed separately from the payment for the share. It must appear as a debt in the company’s value and must also be repaid to its owner. The same money cannot be claimed in two different capacities, as capital and as a loan; documents are decisive.

Does the transaction auditor calculate the exit payment?

The transaction auditor provision in TTK Article 642/2 has been repealed. In the current process, the company’s financial reporting and audit obligations are distinguished from the court’s expert examination. A mandatory appointment cannot be inferred on the basis of the old provision.

Is every payment I received from the company deducted from the exit payment?

No. Salary, expense reimbursement, dividends, loan repayment and personal withdrawals are different things. The legal ground of the payment must be determined; the conditions for set-off and how the same item was previously treated in the company’s value should be checked.

Does obtaining a court decision on departure guarantee collection?

No. The scope of the payment judgment, the conditions of finality and falling due, the company’s assets and the possibilities of enforcement are assessed separately. For this reason, valid security and a clear payment arrangement are important.

Sources

1. Republic of Türkiye. Law No. 6102, Turkish Commercial Code, in particular Articles 4–5/A, 612, 614, 638–642. Published by the Aydın Provincial Directorate of Trade.

2. Grand National Assembly of Türkiye. Law No. 6335, 26.06.2012, Article 43.

3. Grand National Assembly of Türkiye. Law No. 7589, 16.07.2026, Articles 10, 19–20 and transitional provisions.

4. Republic of Türkiye. Law No. 6098, Turkish Code of Obligations, Articles 27, 117, 139–149. Published by the Ministry of Labour and Social Security.

5. Republic of Türkiye. Law No. 6100, Code of Civil Procedure, Articles 14, 199, 219–222, 266 et seq. Published by the Ministry of Justice; Law No. 7589 for the 2026 procedural amendments.

6. Republic of Türkiye. Law No. 6325 on Mediation in Legal Disputes, Articles 18 and 18/A. Published by the Ministry of Justice, Department of Mediation.

7. Republic of Türkiye. Law No. 3095 on Statutory Interest and Default Interest, Articles 1–2; for Article 1, Law No. 7589 Article 10.

8. Cenkci, Esra. Çıkan ya da Çıkarılan Limited Ortağına Ayrılma Akçesinin Ödenmesi (TTK m.642) (Payment of the Exit Payment to a Limited Liability Company Partner Who Withdraws or Is Removed (TTK Article 642)), Ankara Bar Association Journal, 2018/4, pp. 1–50. DOI: 10.30915/abd.476166.

9. Özdamar, Emine. Ayrılma Akçesinin Hesaplanması Bakımından Gerçek Değer Kavramı (The Concept of Real Value in the Calculation of the Exit Payment), Ankara Hacı Bayram Veli University Faculty of Law Journal, 27/3, 2023, pp. 141–168. DOI: 10.34246/ahbvuhfd.1288271.

10. Istanbul Regional Court of Appeal (Bölge Adliye Mahkemesi) 14th Civil Chamber. 21.11.2024, E. 2024/1103, K. 2024/1651. Full decision text republished by Ara Karar.

11. Personal Data Protection Authority. Personal Data: Processing Conditions (Kişisel Veriler: İşleme Şartları).

12. Union of Turkish Bar Associations. Law No. 1136 on Attorneyship, Articles 36–37.