Action for Withdrawal from a Limited Liability Company: Just Causes, Evidence and Procedure

Which route out of the partnership is being sought?

The statement “I want to leave the company” does not by itself determine which procedure applies. The legal route differs between a partner who wants to sell his or her share to someone else and a partner who cannot find a buyer and wants to end the partnership relationship by court decision. First, the current text of the articles of association, its latest amendments, the shareholding and any separate agreement among the partners should be examined.

In a share transfer, the share in the company passes to another person. Under TTK Art. 595, the transfer and the transactions giving rise to the obligation to transfer are made in writing and the signatures are notarized; unless the articles of association provide otherwise, the approval of the general assembly is required. As a rule, the party who takes over the share is also the debtor of the transfer price. In a withdrawal, by contrast, the partner’s membership relationship with the company is ended and an exit payment (ayrılma akçesi) comes into play. A draft share sale therefore does not replace a withdrawal decision or a judgment on the exit payment.[1]

Expulsion is a separate institution in which the company moves to end a partner’s membership; it is assessed under TTK Art. 640. Dissolution for just cause, on the other hand, aims at ending the company itself under Art. 636/3. That the court may decide on alternative solutions that keep the company alive in a dissolution action does not mean that withdrawal and dissolution actions are the same. A partner who wants only his or her own departure should state clearly whether he or she is requesting the termination of the company’s entire activity.[1]

Resigning as manager is likewise not withdrawal from the partnership. A person may remain a shareholder even after giving up the management role. Conversely, when preparing a departure, the power of representation, bank signature authority and the manager entry may need to be handled separately. These distinctions arise from the same person being in more than one legal relationship with the company.

If the articles of association provide a right of withdrawal, is an action necessary?

TTK Art. 638/1 allows the articles of association to grant partners a right of withdrawal and to make its exercise subject to conditions. The articles may require the occurrence of a particular event, a notice period or another condition. In that case the starting question is not “Is there a just cause?” but whether the right in the articles has arisen and whether it has been exercised correctly.[1]

The notice of withdrawal must show clearly which provision is relied on, through which event the condition was met and what the declaration of intent is. Proof that the notice reached the company’s authorized representative is important. Tools such as a notarial notice, a registered electronic message and a delivery record may be used, taking into account the formal requirements of the specific transaction. A message of disputed content sent only to another partner’s personal phone may not resolve all these issues.

Exercising a valid contractual right of withdrawal does not always depend on a court decision. If the company does not accept that the conditions have been met, however, the validity of the notice, the date on which the withdrawal took place and the trade registry entries may become the subject of dispute. Neither the exit provision in the articles of association nor a separate shareholders’ agreement signed among the partners themselves produces the same effect automatically. Whether the separate agreement binds the company is examined separately.

The absence of a withdrawal provision in the articles does not prevent an action for withdrawal for just cause. Where transfer is prohibited or the general assembly does not approve the transfer, TTK Art. 595/5 also preserves this right. It should not be concluded from this, however, that “if the transfer was refused, the withdrawal action will certainly be granted.” Ayşe Şahin argues that this provision protects the route of action and does not automatically turn a transfer prohibition or a refusal of approval into a just cause. This is an assessment in the literature on the application of the statutory text.[1][5]

Through which events is a just cause shown?

TTK Art. 638/2 does not list all just causes in a closed list. The assessment rests on whether, in light of the principle of good faith, the partnership relationship can be expected to continue with respect to the specific partner. Under TMK Arts. 2 and 4, abuse of a right is not protected; the judge exercises the discretion left by the law in accordance with law and equity.[1][2]

Continuing exclusion and financial transactions must be made concrete

Systematic obstruction of a partner’s requests for information and inspection, use of company resources for personal purposes, practices incompatible with equal treatment, or conflicts that permanently disrupt the functioning of the partnership may carry weight in the just-cause assessment. But naming an event is different from proving it. A partner who says “I am not given information” must show which information he or she wanted to reach, on what date, by what means and what answer was received.

TTK Art. 614 gives every partner the right to obtain information about the company’s affairs and accounts and to inspect certain matters. The same Article also regulates the managers’ ability to impose restrictions to the necessary extent where there is a danger that the information will be used to the company’s detriment, and the recourse to the general assembly and the court against such restrictions. For this reason not every refusal counts as unlawful; the danger on which the company relies is compared with the scope of the restriction applied.[1]

In an allegation that profit was not distributed, the company’s actually distributable profit, its investment and financing needs, its previous decisions and payments made to partners under other names must be examined. Low earnings in one accounting period, or the failure of the return a partner expected to materialize, cannot automatically be accepted as a just cause separate from the ordinary risk of a capital investment. By contrast, a majority that transfers benefits to itself while continually excluding the other partner calls for a different assessment.

How has a personal dispute been reflected in the company relationship?

A family problem, a divorce or a falling-out among partners may affect the company relationship; but the existence of a personal dispute alone is not a sufficient explanation. Consequences such as the general assembly being unable to function, access to information being closed off or the purpose of the partnership being unable to continue must be shown. Whether the company rests mainly on personal labor and mutual trust or mainly on capital investment is particularly important.

Bünyamin Gürpınar’s review emphasizes the effect of the structure of the limited liability company on the just-cause assessment: an event concerning a partner’s person may not lead to the same result in a company where personal participation is decisive as in an investment-oriented company. In practice this approach means documenting not only the relationship between the parties but also the company’s working order.[4]

Why do the plaintiff’s own conduct and alternative solutions matter?

TTK Art. 638/2 contains no explicit numerical or comparative threshold such as “being less at fault than the other partners.” That finding, however, does not make the plaintiff’s conduct irrelevant. Knowingly escalating the conflict, hiding records, failing to perform a promised contribution, or rendering the company inoperable and then using that result as the ground for withdrawal may give rise to serious counter-defenses under the principle of good faith.[1][2]

The file should therefore not consist only of what the other partner did. The plaintiff’s replies to meeting invitations, his or her own sharing of information, capital and other obligations, settlement offers and reasons for refusals must also be examined. Where the two sides blame each other, the chronology becomes especially important: the first obstruction, the reaction to it and the later aggravation must not be confused.

Exercising the right to information, applying against an unlawful general assembly decision, correcting the management arrangement or an appropriate possibility of share transfer may resolve the dispute in some files. There is, however, no general requirement to exhaust all alternative actions before a withdrawal action. It should be explained whether the alternative is genuinely workable. A vague defense that the plaintiff “should just sell the share” does not carry the same weight as an offer with a specific buyer, a price and workable conditions.

How are events, documents and claims matched?

HMK Art. 190 regulates the burden of proof, and Art. 194 the burden of making facts concrete and showing which event each piece of evidence proves. Instead of submitting hundreds of messages without explanation, the date of each critical event, the person concerned, its effect on the company relationship and the supporting document should be matched.[3] The table below is a preparation tool that can be applied to different files; the presence of a document in the list does not by itself secure the acceptance of the action.

A partner who cannot reach the company’s records should define the document that cannot be reached as precisely as possible. Stating the bank, period, account, transaction or decision date is more effective than a general request that “all records be produced.” The court’s order to produce documents and their submission are assessed under the HMK provisions. An expert may examine financial movements; deciding which event legally constitutes a just cause belongs to the judge.[3]

The whole of electronic correspondence, its date information and its source should be preserved. Selected screenshots may lose the context of the conversation. Being capable of counting as a document under HMK Art. 199 does not mean that the evidence was lawfully obtained or that its content is undisputed. Instead of collecting documents by entering someone else’s account without permission, the routes of obtaining information, production and preservation of evidence should be considered; evidence obtained unlawfully cannot be taken into account under Art. 189/2.[3]

Against whom and in which court is the action filed?

The defendant of a withdrawal claim is the limited liability company as a legal entity. Even though the conduct of other partners may constitute the just cause, an action directed only at those persons for that reason alone would not be the correct way to bring a withdrawal claim. Claims based on a manager’s personal liability or an independent debt are examined separately. Who will represent the company in the action, and whether there is a concrete conflict of representation, should also be checked at the outset.[1][3]

Under TTK Arts. 4 and 5, the dispute is a commercial case; the competent court is the commercial court of first instance. Where there is no separate commercial court of first instance, the civil court of first instance acts as a commercial court. As to venue for the partnership relationship, the place where the company’s registered office is located is the basis under HMK Art. 14/2. The city where the plaintiff lives or the address of a branch of the company does not automatically constitute an alternative.[1][3]

Under TTK Art. 1521, the simplified procedure applies in this action arising from the partnership relationship. It is therefore important to present the claims and evidence in an orderly way at the outset.[1]

In the petition, the withdrawal claim, any monetary claim and the request for interim protection should be separated clearly from one another. The just causes should be shown with their dates; each requested measure should be tied to a specific risk. The court’s legal characterization does not remove the party’s burden to explain the facts and the relief sought.

Is mediation a condition precedent to a withdrawal action?

A withdrawal claim aimed purely at ending partner status is not a request for payment of a monetary claim. The scope of the mediation requirement under TTK Art. 5/A is determined with this distinction in mind. If payment of the exit payment or another monetary claim is also requested, the procedural prerequisite must be examined separately for the payment claim. In particular, a later independent action on the exit payment claim and an action solely for withdrawal cannot be subjected to the same assessment.[1][6]

That the withdrawal and payment claims are in the same petition causes debate in practice because of the legal nature and separability of the claims. The summary of Sevgi Bozkurt Yaşar’s 2025 study also addresses the different position of the withdrawal claim and the exit payment claim under TTK Art. 5/A. A general rule such as “it is a company action, mediation is certainly required” or “I am also asking for withdrawal, so it is not required for any claim” therefore cannot be formulated.[7]

In a file containing a monetary claim, the subject and parties of the application must be identified correctly and the relevant final minutes must be attached to the file. The need for interim protection is also dealt with separately: the mediation process does not by itself secure an interim measure. The effect of Law No. 6325 Art. 18/A/16 on certain limitation periods for bringing an action should not be applied as a general rule that suspends all periods for measures and notices.[8]

How are partnership rights and company assets protected while the action is pending?

Filing the action does not automatically suspend partner status or obligations. TTK Art. 638/2 gives the court the power, upon request, to freeze some or all of the plaintiff’s rights and obligations arising from the partnership for the duration of the action, or to take other measures that secure the plaintiff’s position. This provision serves interim protection; it is not an advance acceptance of the merits of the action.[1]

The request should be framed according to the legal position to be protected. For example, the risk that would arise from enforcing a particular additional-payment obligation and the danger of a specific asset being disposed of may not call for the same measure. Asking that all the company’s accounts and activity be stopped may exceed the limit needed to protect the plaintiff. The right to be protected, the expected harm, the scope of the requested measure and why a more limited option would be insufficient must be shown.

The general protection framework in HMK Art. 389 et seq. is assessed together as to prima facie proof, security, enforcement and objection. If there is a danger that evidence will be lost, preservation of evidence meets a different need. Preserving the records that will prove the just cause in the case file and securing the money to be collected in the future must not be confused.[3]

Freezing all rights may not always be beneficial to the plaintiff either. Exercising the right to information and inspection may be important for gaining access to the evidence in his or her own case. The protective effect of the measure and its effect on the plaintiff’s remaining rights should therefore both be considered.

How are time limits and joining the withdrawal managed?

There is no one-month period for the general withdrawal action

TTK Art. 638/2 sets no specific preclusive period for an action for withdrawal for just cause. Remaining silent for a long time, however, may affect the assessment of the weight the event carries for the plaintiff and access to the evidence. A continuing violation and a single event that ended years ago must not be described in the same way. Contractual exit periods, periods for applying against general assembly decisions and the statute of limitations on independent monetary claims are examined separately.[1][2]

The one month in TTK Art. 639 concerns the right of the other partners to join

When a partner wants to withdraw on the basis of the articles of association or files an action for withdrawal for just cause, the managers must inform the other partners without delay. For each partner, the one-month period starts from the date the notice reaches him or her. For this reason, not only the date of the first action but also the content of the notice given to each addressee and the delivery record should be preserved.[1]

The law distinguishes two routes: if the ground provided in the articles of association is also valid for the partner concerned, the partner notifies the managers that he or she will join the withdrawal; if the partner relies on just causes, he or she joins the withdrawal action through the action he or she brings. On the second route, a mere statement of support or adding a signature to the first plaintiff’s petition should not be regarded as sufficient. The joining person’s own claim and grounds must be properly set out.

Whether a person who wishes to join must rely on exactly the same ground as the first partner is debated in the literature. Şahin defends the approach that treats the occurrence of a ground suitable for withdrawal with respect to each partner as sufficient. This view does not mean that all joining requests will be accepted automatically; the person’s own situation must be explained separately.[5]

Partners who withdraw are treated equally in proportion to their capital shares. Under TTK Art. 639/4, this joining arrangement does not apply in the case of expulsion. Letting the one-month period pass and whether an independent right of withdrawal for just cause exists are also separate issues; the joining period cannot be extended to all routes of exit.[1]

What changes for the partnership and for payment after the decision?

A decision of withdrawal for just cause is a constitutive judgment that changes the partnership relationship. Subject to the effect of any special interim measure issued during the action, partner status in the internal relationship ends when the withdrawal decision becomes final; bringing the company and trade registry records into line is monitored separately. It is not correct to treat the day the action was filed as the exit date and drop the obligations of the partnership. The consistency of the company and trade registry records with the final decision should be monitored.[1][3]

The departure of one partner from a limited liability company with two partners does not require the company to be liquidated. TTK Arts. 573–574 allow a single-member limited liability company. A fall in the number of partners to one is notified in writing to the managers within seven days of the transaction; the managers fulfill the registration and announcement obligation for the single-member structure by the end of the seventh day starting from receipt of the notice. The possibility of continuing with a single partner does not remove the need to prove the just cause.[1]

As a rule, the exit payment is based on the real value of the capital share; it is not a refund of the amount originally paid in. Determining the amount and its becoming due and payable, that is, payment becoming demandable, are different things. TTK Art. 642 introduces special payment conditions in the framework of available equity, transfer of shares and capital reduction. For the unpaid part, there is an order of claims that ranks after other creditors. For this reason, the assessment of the financial records and payment security should also be included in the preparation of the action.[1]

Current procedure also matters when framing a monetary claim. Law No. 7589 repealed HMK Art. 107; Art. 109/4 regulates increasing the claim in a partial action, once in the same action, until the end of the investigation stage. The limitation period for the increased part is also deemed interrupted from the date of filing. The transitional provision for actions filed before the repeal date is reserved. Framing a new monetary claim with the old “claim of indeterminate amount” template may overlook this change.[9]

This article focuses on the conditions and procedure of exit. The calculation of the real value, set-offs, payment conditions and means of collection are the subject of the examination of the exit payment. Withdrawal should also not be seen as a general release that automatically extinguishes debts the person has separately assumed, such as suretyship; the termination of a suretyship is subject to its own provisions.[12]

Legal assessment and sharing of documents

These explanations are of a general informative nature; in a concrete assessment, the articles of association, the chronology of events, the evidence and the relief sought are examined together. Information and documents sent to the firm are handled for the purpose of legal assessment and performing the service undertaken, taking into account attorney professional secrecy and the provisions on the protection of personal data. The secure channel for sending sensitive documents should be learned from the firm. Initial contact or sending documents does not by itself mean acceptance of the engagement.[10][11]

In connection with this subject, the articles on calculating and collecting the exit payment and expelling a partner and the routes of objection may also be reviewed.

Conclusion

What is decisive in a file for leaving a limited liability company is to tie the wish to leave to the correct legal route and to provable events. The contractual right, the just cause, the company’s counter-defenses and the interest to be protected must be assessed together. The claim to be brought against the company is completed with checks on mediation, interim measures and joining the withdrawal. Planning separately the end of partner status and the collection of the price strengthens the practical value of the decision to be obtained.

Frequently Asked Questions

Is it enough to send a notice “I am leaving the partnership” through a notary?

A notice alone does not create a general right of withdrawal. If the articles of association contain a suitable right, the conditions for its exercise are examined. For withdrawal for just cause, a court decision is required under TTK Art. 638/2; a formal notice (ihtar) may serve as evidence and a declaration of intent.

Can a withdrawal action be filed without the approval of the other partners?

Yes. The right to bring an action for withdrawal for just cause does not depend on the permission of the other partners. The plaintiff must establish his or her own partner status, the events relied on and their weight in requiring withdrawal.

If the company is making a loss, will a withdrawal action certainly be granted?

No. Ordinary commercial loss is distinguished from a situation in which continuing the partnership relationship cannot be expected. The duration and causes of the loss, the company’s capacity to operate and the connection with other events are assessed.

Does my obligation to pay in capital or make additional payments stop when I file the action?

It does not stop automatically. Under TTK Art. 638/2, the freezing of certain rights and obligations may be requested; the court decides on this. Obligations outside the scope of the measure are assessed separately.

If another partner has filed an action, does the one-month period also run for me?

For joining the withdrawal under TTK Art. 639, the one-month period starting from the date the notice reaches you is important. Joining a contractual exit by notice and joining by bringing an action for just cause are different transactions; you must also have your own ground for withdrawal.

Can I receive the value of my share immediately with the withdrawal decision?

Not always. The amount of the exit payment, the relief sought and the payment conditions in TTK Art. 642 are examined. The end of partner status and the collection of the monetary claim are not the same transaction.

Sources

1. [1] Turkish Commercial Code No. 6102, in particular Arts. 4–5/A, 573–574, 595, 613–614, 636, 638–642 and 1521. Ministry of Trade text.

2. [2] Turkish Civil Code No. 4721, Arts. 2, 4 and 6. Ministry of Labor and Social Security text.

3. [3] Code of Civil Procedure No. 6100, in particular Arts. 14, 24–33, 108, 189–199, 219 et seq., 266, 389 et seq. Ministry of Justice text.

4. [4] Gürpınar, Bünyamin. “Withdrawal and Joining the Withdrawal in a Limited Liability Company”. Gazi University Faculty of Law Journal, 20(2), 2016, pp. 73–102; in particular pp. 85–90. Full text.

5. [5] Şahin, Ayşe. “Withdrawal and Expulsion of a Partner from a Limited Liability Company”. Marmara University Faculty of Law Legal Research Journal, 18(2), 2012, pp. 851–858; in particular pp. 853–854. Full text.

6. [6] Law No. 7445 Amending the Enforcement and Bankruptcy Law and Certain Other Laws, Arts. 31 and 43. TBMM text.

7. [7] Bozkurt Yaşar, Sevgi. “Actions in Which a Limited Liability Company Partner Requests Withdrawal and the Exit Payment Together, in Terms of Mediation as a Condition Precedent in Commercial Cases: An Assessment in Light of Decisions of the High Courts”. Ankara Bar Association Journal, 83(3), 2025, pp. 657–726; research abstract. Publication record and abstract.

8. [8] Law No. 6325 on Mediation in Civil Disputes, in particular Art. 18/A. Department of Mediation text.

9. [9] Law No. 7589 Amending Certain Laws for the Effective and Efficient Functioning of the Judiciary, Arts. 19–20, transitional Art. 1/10 and Art. 26. TBMM text.

10. [10] Attorneys’ Law No. 1136, Arts. 36–38. Union of Turkish Bar Associations text.

11. [11] Personal Data Protection Authority. “Basic Principles on the Processing of Personal Data”. Authority publication.

12. [12] Code of Obligations No. 6098, Arts. 581 and 598 et seq. Ministry of Labor and Social Security text.