The questions below offer a general framework on the liability of partners, general assembly resolutions, minority rights in joint-stock companies and the liability of the board of directors. In a specific case, time limits, documents and the regulations in force are assessed separately.
Showing 1–6 of 6 questions
In what situations is a partner in a limited liability company liable for the company’s debts?
As a rule, a partner in a limited liability company is not personally liable for the company’s private-law debts; however, public receivables, unpaid capital and personal undertakings are assessed separately.
Under Article 602 of the Turkish Commercial Code, the company is liable for its debts and obligations with its own assets. By contrast, for public receivables that cannot be collected from the company or are found to be uncollectable, a partner’s liability in proportion to the partner’s share may arise under Article 35 of Law No. 6183. The liability of a statutory representative differs from liability based on being a partner. For this reason, the shareholding in the company, the position of company manager, the periods of partnership, share transfers, and the type and date of origin of the debt must be kept apart. Personal suretyships or guarantees given by the partner may also constitute a separate legal basis. The fact that a payment order concerning a company debt has been sent to a partner does not, by itself, prove that all the statutory conditions have been met.
What legal remedies may be available against company general assembly resolutions?
For general assembly resolutions of a limited liability company, annulment, a declaration of nullity and other legal protection remedies are possible depending on the conditions; time limits and capacity to sue are assessed separately.
Article 622 of the Turkish Commercial Code refers to the provisions on the nullity and annulment of general assembly resolutions of joint-stock companies. For an annulment action, the three-month period from the date of the resolution under Article 445 of the Turkish Commercial Code is, as a rule, important; the grounds for nullity and for annulment must not be confused with each other. The procedure of the notice of meeting, the agenda, the quorum, attendance at the meeting, the recording of any dissent in the minutes and matters of representation must be assessed. The conditions relating to the plaintiff’s status as a partner and capacity to sue are determined according to the specific type of company. The registration of a resolution in the trade registry does not cure every unlawfulness. Where urgent protection is needed, the conditions for an interim injunction may also be examined.
Which documents are important in disputes between company partners?
The articles of association, the trade registry, share and capital records, general assembly minutes, financial statements and bank transactions should be examined together.
The dispute may concern capital debt, management authority, profit distribution, withdrawal from the company or the liability of the manager; the evidence plan is built according to the legal nature of the claim. While a share ledger or a share transfer document clarifies partnership status, bank transactions may not always directly show which debt was paid. Company books, management resolutions, MERSİS and trade registry records, notarial documents and official correspondence should be compared. A loan given by a partner to the company and the dividend the partner is entitled to are separate legal relationships and should not be treated in the same account. Lawful methods of obtaining evidence and trade secret obligations must be taken into account.
Can a partner in a limited liability company transfer a share alone?
A share transfer requires the statutory written form, a notarized signature and, where necessary, the approval of the general assembly.
The provisions of Article 595 of the Turkish Commercial Code and the restrictions in the articles of association are examined together. The effects of a share transfer on partner status, on the office of manager and on public debts are separate legal matters.
Which action can a partner who wants to leave a limited liability company bring?
If there are exit conditions in the articles of association or a just cause, an action for withdrawal from the company may be considered.
Under Article 638 of the Turkish Commercial Code, the company’s conduct toward the partner, obstacles to obtaining information, financial records and the dispute between the partners must be made concrete. The decision on withdrawal and the calculation and payment of the withdrawal compensation are different stages.
Is the company automatically dissolved when the partners cannot agree?
No; a serious disagreement does not, by itself, lead to automatic dissolution.
The grounds for dissolution of a limited liability company for just cause and for claims of withdrawal from the company are separate. If the conditions are met, the court may consider alternative solutions, such as payment to the plaintiff partner of the real value of the share, instead of terminating the company.