A manager of a limited liability company may be removed by a general assembly resolution, and where there is just cause any shareholder may ask the court to revoke or restrict the manager's management and representation powers. No particular shareholding percentage is required to apply to the court. However, filing a lawsuit does not automatically suspend the manager's powers. Urgent protection, a lawsuit against the correct parties, concrete evidence and an enforceable interim measure request should be prepared together. Removing the manager, however, does not by itself end the shareholding or liability arising from past transactions. [1, 2, 3, 4]
Three questions should be answered at the start of any dispute: which transaction puts the company's management at risk, does that risk require the manager to be removed entirely or only specific powers to be restricted, and who will run the company after the decision? This article addresses these questions for limited liability companies in Türkiye at the stages of the general assembly, litigation, evidence and implementation of the decision.
Removal by the General Assembly and the Court Route Are Separate
Under Article 616/1-b of the Turkish Commercial Code No. 6102 (TTK), the appointment and removal of managers are among the non-transferable powers of the general assembly. TTK Article 630/1 also allows the general assembly, in addition to removal, to restrict the manager's management and representation powers. The law does not set a separate just cause requirement for a general assembly removal decision. The procedure for the decision, however, remains subject to review under the articles of association and the principle of good faith. [1]
The court route is different. Under TTK Article 630/2, a shareholder who asks for interference with the manager's management or representation powers must establish just cause. The law does not make a prior refusal by the general assembly a condition for filing suit. Therefore, particularly where the majority of shares is held by the manager or where two shareholders with equal votes cannot reach a decision, waiting for the general assembly process to conclude is not a mandatory step. [1, 5]
| Route | Decisive condition | Limit of the decision |
|---|---|---|
| General assembly resolution | Duly convened meeting and valid quorum | Removal or restriction of powers; the manager's contractual rights are examined separately |
| TTK Article 630/2 lawsuit | Shareholder status and proven just cause | Revocation or restriction of management and representation powers |
| Interim injunction | Prima facie proof and a concrete risk arising from delay | Temporary protection that is necessary and proportionate while proceedings continue |
A manager may be a shareholder or a person chosen from outside the company. Where the manager is a legal entity, the office of manager belongs to the legal entity, and the natural person who performs the function on its behalf must be identified separately. Removing a legal-entity manager is not the same transaction as replacing the natural person it has designated. [1]
In a General Assembly Decision, the Notice, Agenda and Vote Count Are Decisive
What majority is required for a removal decision?
Unless the law or the articles of association provide otherwise, under TTK Article 620 the absolute majority of the votes represented at the meeting applies. Removal of a manager is not listed among the important decisions in TTK Article 621. However, if an amendment to the articles of association or another transaction is also to be decided alongside the removal, the quorum for each decision must be reviewed separately. [1]
For example, the fact that a manager is named in the articles of association does not by itself prevent their removal. However, where the articles contain a special appointment right, an increased quorum or separate provisions on management arrangements, the legal nature of those provisions must be examined before any standard decision model is used. Whether a removal power and a need to amend the articles exist depends on the content of the specific provision. [1, 5]
Can the manager vote on their own removal?
A voting prohibition on a shareholder-manager's discharge (ibra) cannot automatically be carried over to a vote on removal. TTK Article 619 expressly provides that persons in management may not vote on the discharge of managers, but removal is not the same decision. Combining discharge, competition consent and removal in a single vote may lead to incorrect counting of votes and quorum. Each item should be assessed separately, and where a special voting prohibition exists, its legal basis should be shown. [1]
The meeting notice, agenda, attendance documents and minutes must also be preserved. Because of the reference in TTK Article 617, when the agenda rules are examined, the link between the removal and election of managers and the discussion of the year-end financial statements is taken into account. This connection does not mean that any matter may be decided at any meeting without being on the agenda. A decision with a procedural defect may create a separate lawsuit risk even if a new manager has been appointed. [1]
Just Cause Must Be Proven Through the Effect of a Personal Dispute on Company Management
TTK Article 630/3 treats a serious breach of the duty of care and loyalty, a serious breach of obligations arising from other laws or the articles of association, and the loss of the ability required for the good management of the company as just cause. Not every commercial failure is a serious breach. The decision must be assessed on the basis of the information available at the time, market conditions, financing needs and the company's interests. [1]
Use of company assets for personal gain, and competition
Allocating company money to the manager's personal payments, transferring funds to related persons without justification, or directing the company's commercial opportunities to another business of the manager are serious allegations. However, a bank transaction alone may not be a sufficient explanation: the payment may be a salary, an expense reimbursement or the performance of a genuine debt. The basis for the transaction, the accounting record, its counterparty and its connection to the company should be examined together. [1, 2]
In a competition allegation, it is not enough to show only that the manager has become a shareholder of another company. The prohibition under TTK Article 626, the provisions of the articles of association, any permissions required and the activity actually carried out are compared. Directing the company's customers to the manager's own activity is not assessed in the same way as an investment that was known in advance, authorized or does not create competition. [1] Readers facing a similar situation may find the article Dividend Claim Against a Company helpful.
Failure to provide information, failure to convene the general assembly and irregular records
Continuous failure to answer information requests, blocking access to the books, failure to prepare financial statements, or systematically preventing the general assembly from meeting may make supervision of management more difficult. The subject, date, delivery and response of each requested document should be recorded in the file. The route to obtain information under TTK Article 614 and the removal route under Article 630 are different; the refusal of an information request is not automatically treated as a ground for removal without examining its gravity and reasons. [1]
The manager may rely on a concrete danger that the information will be used to harm the company, or on the scope of the request. This defense should not be accepted without documentary support either. It must be examined whether the restriction goes beyond what is necessary and whether it effectively removes the shareholder's supervision. Where the claim is that profits were not distributed, distributable profit, the general assembly's authority and the manager's own conduct are kept separate; not every decision not to distribute can be attributed to the manager. [1] For more on this subject, see Information and Inspection Rights in Limited Liability and Joint-Stock Companies.
Loss of management capacity and deadlock in the company
Long periods without the ability to perform the role, failure to take the decisions that are needed, or a representation arrangement that cannot function may affect the good management of the company. Illness, age or another personal condition should not be used as a label on its own; its effect on the actual performance of the role must be shown. A family dispute between shareholders matters only to the extent that it has concrete consequences for company management. Where the problem can be solved by a narrower measure rather than the complete removal of the manager, that option should also be considered separately. [1, 5]
Any Shareholder May Sue; the Manager and the Company Must Be Named Together
The right to sue under TTK Article 630/2 belongs to every shareholder. It is not necessary to represent a certain percentage of the capital or to obtain the support of other shareholders. By contrast, a company creditor, an employee or a manager who is not a shareholder cannot sue on the basis of this article. Where there is a dispute over the transfer of shares, inheritance or shareholder status, the plaintiff should state at the outset which document proves their shareholder status. [1]
Naming only the manager as defendant is a significant risk under current case law. In the decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dated 5 November 2025, E.2025/1923, K.2025/6636, it was accepted that in a removal lawsuit that also affects the company's legal position, the manager and the company must be sued together as co-defendants. The dismissal for lack of standing (husumet) in respect of the companies was therefore corrected; however, the merits assessment that just cause had not been proven was preserved. Correct formation of the parties does not mean the case is won on the merits. [4]
The lawsuit petition should separately and clearly identify the manager or managers whose removal is sought and the company's title. Who will represent the company in the case should also be determined separately. If the person whose removal is sought is the sole authorized manager, or if there is a conflict of interest between the current representatives and the company on this dispute, a need for a representation trustee may arise. This does not mean that all of the company's business is transferred to a trustee. [3, 4, 5]
Competent Court, Time Limits and Mediation Depend on the Nature of the Claim
A dispute over the removal of a manager or the restriction of their powers arising from the TTK is commercial in nature; the competent court is the commercial court of first instance (asliye ticaret mahkemesi). The company's head office, the company's status as defendant and the shareholder relationship are central to the review of jurisdiction. The exclusive jurisdiction specific to shareholder relationships under Article 14/2 of the Code of Civil Procedure No. 6100 (HMK), and the general and joint-defendant provisions of HMK Articles 6–7, are applied with particular attention to whether the manager is a shareholder and which claims are brought together. [1, 2]
TTK Article 630 does not set a special three-month time limit for a removal action, unlike the one for annulling a general assembly resolution. However, whether past conduct that has been remedied or long tolerated constitutes current just cause may be debated. Waiting may weaken access to evidence and the justification for an urgent measure. Therefore, the finding that there is "no special time limit" does not mean the dispute may be postponed indefinitely. [1, 3]
A claim solely for the removal of the manager or the restriction of their powers is not a lawsuit for a sum of money or for compensation. The mediation condition precedent to a commercial suit under TTK Article 5/A does not apply to this claim alone. If the same dispute also seeks recovery of company losses or another monetary claim, the mediation condition for that claim, its jurisdiction and the structure of the claims should be assessed separately. Adding a monetary claim to a removal action does not subject all the claims to a single procedural rule. [1, 8]
Proof Must Rest on Dated Transactions and Auditable Company Records
The plaintiff must first set out the events on which the claim that the company is badly managed is based. For the purposes of HMK Articles 190 and 194, each allegation must be made concrete by date, transaction and evidence. Commercial books, bank records, contracts, general assembly documents and electronic correspondence are evaluated together according to the nature of the relevant event. [2]
| Allegation | Document or record to examine | Counter-explanation to investigate |
|---|---|---|
| Personal expense charged to the company | Invoice, bank payment, expense and current account records | Whether it is a salary, expense reimbursement or a genuine company expense |
| Disposal of company assets | Sale contract, valuation, collection and bank transactions | Financing needs, market value and whether the sale price entered the company |
| Information withheld from shareholders | Dated information requests, delivery records and responses | A genuine risk of confidentiality or a justified limit on scope |
| Obstruction of the general assembly | Meeting requests, agenda, minutes and registry records | The real reason the meeting could not be held and who is responsible for it |
| Breach of non-compete obligation | Activity, customer, offer and contract records | A valid permission, a different activity or the absence of competition |
In the decision of the 11th Civil Chamber of the Court of Cassation dated 9 March 2026, E.2025/4230, K.2026/1397, it was stated that where personal and family expenses are alleged to have been recorded as company expenses, the books should be examined retrospectively and a reliable report obtained from a specialist expert. The decision quashes the ruling because the examination was incomplete; it does not confirm the allegations or establish that the manager will certainly be removed. In practice, this means putting concrete questions to the expert that require them to examine the basis of the disputed transactions, not only the total balance sheet result. [6]
The fact that documents are held by the manager does not justify the plaintiff obtaining them by unlawful means. A request may be made to the court for the production of documents, for records to be obtained from the relevant institutions and, where necessary, for evidence to be preserved. Where there is a risk that electronic records will be deleted, it should be stated which data, in which system and for which period will be protected. Unauthorized access to personal accounts or unauthorized intrusion into the company's systems may turn the right to seek justice into a new dispute. [2] In connection with this, the topic Appointment of a Special Auditor in a Company should also be considered together.
Filing a Lawsuit Does Not Suspend Authority; an Interim Injunction Must Prevent a Concrete Danger
The requested measure should not halt the company's activity unnecessarily
Under HMK Articles 389–391, for an injunction it must be shown that realizing the right would become considerably more difficult or impossible, or that there is a serious risk of harm from delay. The merits of the main claim are proven prima facie. Where there is a specific imminent sale, an unusual transfer of funds or a danger that records will be destroyed, their dates and supporting documents must be submitted. Mere mistrust between shareholders does not by itself justify the indefinite closure of all bank accounts. [2]
The request must indicate the transaction or authority to be protected, the scope of the measure, the addressee and the method of implementation. For example, preventing the transfer of a specific asset that is the subject of the dispute is of a different weight from removing an entire business from management. The continuation of wage payments, taxes and mandatory business payments should also be considered. While proceedings continue, a final removal outcome cannot be established automatically; the reason why temporary intervention is needed must be justified separately. [2]
Implementation and filing deadlines for the measure must be monitored separately
Under HMK Article 393/1, implementation of the measure must be requested within one week from the pronouncement or service of the decision on the party requesting the measure. This period is not automatically identified with the date of the decision; the starting point under the amendment made by Law No. 7251 applies. Where the measure is obtained before the lawsuit is filed, the obligation under HMK Article 397 to file the main action and place the relevant documents in the enforcement file within two weeks from the date on which implementation was requested must also be fulfilled. Otherwise the measure may lapse automatically. [2, 7]
The security, the question whether the decision was made without hearing the other party or without a hearing because of urgency, and the route of objection are also reviewed separately. The measure may be lifted or modified, and a claim for damages may arise from an unjustified measure. The request for protection should aim not only to narrow the manager's room for manoeuvre but also to allow the company to continue its legitimate activity. [2] The article Interim Injunction and Precautionary Attachment examines this subject from a different angle.
Representation Trustee, Management Trustee and Appointment of a New Manager Must Not Be Confused
A representation trustee (kayyım) is intended to remove an obstacle to the legal entity's representation in a specific transaction or case. A management trustee, by contrast, is linked to the conditions of the absence of the necessary organs and the impossibility of management by any other means under Article 427/4 of the Turkish Civil Code No. 4721 (TMK). The fact that a lawsuit has been filed against the manager does not show that these conditions are met automatically. Where the appointment of a trustee is requested as part of an interim measure, the need for temporary protection, the scope of the duty and why narrower measures would be insufficient must be explained separately. [2, 3]
Under TTK Article 623/1, at least one shareholder must hold management and representation powers. Therefore, when the removal of the sole shareholder-manager or of all managers is sought, the organ structure after the decision matters. Whether another authorized manager exists and is able to manage and represent the company, and whether a joint signature arrangement would allow a single person to act alone, must be examined. [1]
Esra Cenkci's academic study of this subject examines the court's intervention in terms of legality, necessity and proportionality, and draws attention to preserving the company's operation after removal. This approach is important because it means that a trustee is not an automatic solution to every dispute. Appointing a new manager through the general assembly and appointing a temporary trustee are different transactions; the general assembly's power of appointment does not pass to the court merely because a removal action has been filed. [1, 5]
Where the organ deficiency has lasted a long time or the general assembly cannot be convened, the separate mechanism under TTK Article 636/2 may come into play. On the request of a shareholder or a company creditor for dissolution, the court sets a period for the company to bring its position into line with the law; if the deficiency is not remedied, a dissolution decision follows. Not every change of manager reaches this stage; a request for removal and a request to terminate the company should not be used interchangeably. [1]
Restriction of Authority and Registry Entries Have Separate Effects on Third Parties
Management authority concerns the company's internal decision-making and functioning; representation authority concerns legal acts carried out outwardly in the company's name. Through the reference in TTK Article 629/1, the representation provisions of Article 371 also apply to limited liability companies. A limit set internally cannot be asserted against bona fide third parties. Joint representation, and the registration and publication of limits such as those on the scope of branch or head-office matters, are of particular importance. [1]
In a hypothetical example, suppose the company's internal rules require the manager to obtain shareholder approval for expenditure above a certain amount. If the manager concludes a contract contrary to that rule, a bona fide contracting party's application to the company may not be refused merely because internal approval was absent. By contrast, the assessment of a transaction carried out with a single signature despite a registered and published joint representation requirement is different. This distinction requires the claim of liability against the manager to be separated from the validity of the transaction with the third party. [1]
Changes in office and representation must be reflected in the registry under TTK Articles 27, 31, 35–36 and the relevant representation provisions. If a change that must be registered and published is not made, proof that the third party knew or should have known of the change may become important. The internal effect of the decision, its appearance in the registry and the bank updating its authority record are not the same stage. [1]
In the application file, the general assembly or court decision, the new representation arrangement, the necessary registration documents and the handover minutes should be kept together. For banks, electronic notification, corporate email and accounting systems, authorities should be updated by the authorized persons and historical records preserved. Taking over another person's personal electronic signature or personal account must not be confused with arranging the company's authority.
Removal Does Not Itself Settle Compensation, Annulment Actions or Appeal Routes
TTK Article 630/4 reserves the compensation rights of a removed manager. This provision does not mean that every removed manager automatically receives compensation. The nature of the contract between the manager and the company, its term, remuneration, the conditions for termination, the just cause and the loss alleged are assessed. Since the status of manager, employee and shareholder are separate, it cannot be assumed that all claims will be heard by the same competent court. [1]
The company's claims against the manager for past transactions are examined separately. Removal does not recover past losses, and a compensation decision does not automatically end the manager's position. The assessment of the company's loss, discharge and limitation periods, and the separate work required under the reference in TTK Article 644 to the liability provisions, are necessary. [1]
Where there is a claim of annulment or nullity against a general assembly decision to remove a manager, the relevant provisions of the joint-stock company rules apply through the reference in TTK Article 622. For annulment, the three-month period from the date of the decision and the conditions on who may bring the action apply. This period is not the period for a removal action based on just cause. Filing an action does not automatically stop the decision from being carried out; if needed, a stay of execution must be requested separately. [1]
Appeals against the court's judgment on the merits and the remedy against an interim injunction should be kept distinct. On appeal, as a rule, a two-week period runs from service of the reasoned decision; the type and finality of the decision and any special application procedure are reviewed separately. The date on which a change of manager takes effect should not be tied only to a file marked as decided, without examining the provision of the judgment and any temporary protection orders. [2, 7]
For the lawfulness of the general assembly process, see legal remedies against general assembly resolutions; for compensation for losses already incurred, see liability of managers for damages. These are assessed as separate claims.
Conclusion
Effective legal preparation for the removal of a limited liability company manager is not limited to listing grounds for removal. The correct decision or lawsuit route is built together with the party position of the company and the manager, proof transaction by transaction, proportionate temporary protection and a representation arrangement that can function after the decision. When the general assembly route and the conditions for court intervention on grounds of just cause are kept separate, both the shareholder's right of supervision and the continuity of the company's activity can be better protected.
This text is general legal information. In a concrete assessment, the current articles of association, registry records, resolutions and transaction documents are examined together. Information and documents shared with Gunes & Gunes Law Firm are handled for the purpose of legal assessment and performance of the engaged service, within the framework of legal professional secrecy, the duty of confidentiality and the legislation on the protection of personal data.
Frequently Asked Questions
Can a minority shareholder alone ask for the manager's removal?
Yes. TTK Article 630/2 gives every shareholder the right to sue; no particular shareholding percentage is required. In the court route, just cause must be proven, and the manager and the company must be correctly joined as parties. [1, 4]
Is it mandatory to obtain a refusal from the general assembly first?
No. TTK Article 630/2 contains no requirement to exhaust the general assembly route before applying to the court. The view that the general assembly will not produce a result does not by itself replace the just cause needed for removal. [1, 5]
Does the shareholding end when the manager is removed?
No. Being a manager and holding shares are different capacities. The removal of a manager who is also a shareholder does not automatically result in the transfer of their shares or their exclusion from the company. [1]
Does signing authority end immediately when a removal lawsuit is filed?
No. Filing the action does not automatically suspend the authority. If there is a concrete danger, an interim injunction must be requested separately; the scope of the court's decision and its implementation should be monitored. [1, 2]
Is a management trustee always appointed to the company?
No. The company's existing representation and management arrangements, the absence of organs, other possible solutions and the necessity of the measure are examined. A trustee appointed only to represent the company in a lawsuit is not the same as a trustee who runs the business. [2, 3, 5]
Is the removal of a manager and recovery of company losses the outcome of the same lawsuit?
Not automatically. Removal concerns management and representation powers; for compensation, the appropriate claim, the loss and the liability conditions and the procedural requirements are assessed separately. The manager's own contractual compensation claim is also examined separately. [1, 8]
Sources and legal bases
- Turkish Commercial Code No. 6102; in particular Articles 4–5/A, 27–36, 371, 413, 445–449, 614, 616–630, 636 and 644. Ministry of Justice, UYAP Legislation text. The relevant provisions and the amendment table were reviewed from the official text accessed on 14 October 2026.
- Code of Civil Procedure No. 6100; in particular Articles 6–7, 14, 190, 194, 219–222, 345, 389–399 and 400. Ministry of Justice, UYAP Legislation text. The relevant provisions and the amendment table were reviewed from the official text accessed on 14 October 2026. For the amendment to the injunction provisions, see also [7].
- Turkish Civil Code No. 4721; in particular Articles 2, 426 and 427. Ministry of Justice, UYAP Legislation text. The relevant provisions were reviewed from the official text accessed on 14 October 2026.
- Court of Cassation, 11th Civil Chamber, 5 November 2025, E.2025/1923, K.2025/6636. Full text of the decision in a secondary publication. In particular Section V/B/2 and the operative part; full-text access on the official portal could not be obtained.
- Esra Cenkci, "Interference with Limited Company Management: Scope of the Court's Power to Revoke or Restrict a Manager's Powers" (Limited Şirket Yönetimine Müdahale: Mahkemenin Müdürün Yetkilerini Kaldırma ile Sınırlandırma Yetkisinin Kapsamı), Ankara University Faculty of Law Journal (Ankara Üniversitesi Hukuk Fakültesi Dergisi), 73(1), 2024, pp. 89–117; in particular pp. 90–92, 97–100 and 107. Academic full text. Older case law on standing is considered together with the current decision [4].
- Court of Cassation, 11th Civil Chamber, 9 March 2026, E.2025/4230, K.2026/1397. Full text of the decision in a secondary publication. In particular Section V/B/1 and the operative part; the decision quashes the ruling because the examination was incomplete.
- Law No. 7251 on Amendments to the Code of Civil Procedure and Certain Other Laws, 22 July 2020; in particular Articles 40–42. Text adopted by the Turkish Grand National Assembly.
- Law No. 7445 amending the Enforcement and Bankruptcy Law and Certain Other Laws, 28 March 2023; Articles 31 and 43. Text adopted by the Turkish Grand National Assembly. On the mandatory mediation regulation for commercial claims under TTK Article 5/A.