When a Turkish company has stopped working (the assembly cannot resolve anything, distributions have ceased, the register no longer reflects reality), the Turkish Commercial Code No. 6102 (full text) offers four separate court routes, and they lead to different places. Withdrawal takes the shareholder out. Expulsion takes the other shareholder out. Dissolution ends the company, or, more often, ends the claimant’s membership in it. Annulment removes a single resolution and leaves everything else standing.
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The choice is not a matter of style. Each route names its own claimant, its own threshold and its own deadline, and one of them contains a reversal that catches shareholders who assume the court will remove the person they are complaining about.
The routes, side by side
| Route | Company form | Who may sue | What the court may order | Time limit |
|---|---|---|---|---|
| Withdrawal for just cause (Art. 638(2)) | Limited | Any shareholder, in his own name | Judgment permitting withdrawal; interim freezing of membership rights and obligations | None fixed by statute |
| Expulsion for just cause (Art. 640(3)) | Limited | The company | Removal of the shareholder by judgment | None fixed by statute |
| Annulment of an expulsion resolution (Art. 640(2)) | Limited | The expelled shareholder | Annulment of the resolution | 3 months from notarial notification |
| Dissolution for just cause (Art. 531) | Joint stock | Holders of 10% of capital (5% if listed) | Dissolution, or payment of real value and removal of the claimant, or another acceptable solution | None fixed by statute |
| Dissolution for just cause (Art. 636(3)) | Limited | Every shareholder | Dissolution, or payment of real value and removal of the claimant, or another acceptable solution | None fixed by statute |
| Annulment of a general assembly resolution (Art. 445 (Art. 622 for limited companies)) | Both | The persons listed in Art. 446 | Annulment; stay of execution under Art. 449 | 3 months from the resolution date |
Withdrawal and expulsion in the limited company
Withdrawal has two sources. The articles of association may grant it and may condition its exercise (Art. 638(1)). Where they are silent, Art. 638(2) leaves the court: every shareholder may bring an action for a judgment permitting his withdrawal for just cause, and the court may, on request, freeze some or all of the rights and obligations arising from membership for the duration of the case, or take other protective measures. That second sentence is the practical value of the route: it addresses the period before judgment, which is usually the period that hurts.
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A withdrawal claim also has a knock-on effect the moving shareholder should anticipate. Under Art. 639 the managers must inform the other shareholders without delay, and each of them may, within one month of receiving that notice, join the withdrawal; all departing shareholders are then treated equally in proportion to their capital shares. The final paragraph of Art. 639 carries the limit: this mechanism does not apply where a shareholder is being expelled, whether under the articles or for just cause. Withdrawal can therefore turn into a collective exit; expulsion cannot.
Expulsion runs the other way and is the harder claim. The articles may specify grounds for expulsion by resolution of the general assembly (Art. 640(1)), and the expelled shareholder may sue to annul that resolution within three months of its notification to him through a notary (Art. 640(2)). Adding such grounds later is not a routine amendment: under Art. 621(3) a change to the articles introducing grounds for expulsion requires a unanimous resolution of all shareholders representing the capital. Where the articles say nothing, Art. 640(3) reserves expulsion for just cause by judgment of the court “upon the request of the company”: the claimant is the legal entity, not the shareholder who wants his co-shareholder gone. The particular difficulty this created in a two-member company, and the Constitutional Court decision of 25 December 2025, published in the Official Gazette of 17 March 2026, No. 33199, that removed the authorisation barrier, are set out in our note on expelling a shareholder from a two-member Turkish LLC.
Dissolution for just cause and the reversal inside it
Article 531 for joint stock companies and Article 636(3) for limited companies are drafted in parallel, and both contain a second sentence to the same effect. The court may, instead of dissolution, order that the claimant be paid the real value of his shares and be removed from the company, or adopt another solution appropriate and acceptable in the circumstances. Article 531 adds that the real value is taken as at the date closest to the judgment; Article 636(3) does not repeat that phrase.
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Read that in the order the statute writes it. The shareholder who sues to dissolve is the shareholder the court may buy out. The Code sets no order among these outcomes and leaves the choice to the court’s discretion. What the structure of the provisions does make plain is that the alternatives are granted “in place of dissolution” (Art. 531) or “in place of the request” (Art. 636(3)), so both sit inside the dissolution claim that the first sentence makes conditional on the existence of just cause.
The two forms differ on access. In a joint stock company Art. 531 admits only holders of at least a tenth of the capital, or a twentieth in a listed company; what the holders of that tenth can do short of dissolution (calling the assembly, demanding a special audit, suing the board) is set out in our guide to shareholder disputes and minority rights in Turkish companies. In a limited company Art. 636(3) admits every shareholder. Article 636(2) adds a route that is not about conflict at all: where a legally required organ has long been absent or the assembly cannot convene, a shareholder or a company creditor may apply, and the court first sets a period for the company to bring itself into conformity with the law, dissolving only if it does not.
What the departing shareholder is actually paid
Article 641(1) states the measure: a shareholder who leaves is entitled to an exit consideration corresponding to the real value of his share in the capital. The statute sets the standard and stops there (no method, no formula), so the figure is established on court-appointed expert (bilirkişi) evidence in the proceedings, and the valuation is usually where the case is genuinely fought. One qualification: where the exit rests on a withdrawal right granted by the articles, Art. 641(2) allows the articles to regulate the exit consideration differently.
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Payment is a separate question governed by Art. 642(1). The consideration falls due on departure only where the company has distributable equity at its disposal, or the departing shareholder’s shares can be transferred, or the capital has been reduced under the relevant provisions. Under Art. 642(3) any unpaid part forms a claim ranking behind all other creditors of the company. A judgment and a payment received are therefore two milestones, not one.
Attacking the resolution instead of the company
Where the damage was done by a specific resolution (a capital increase timed to dilute, an approval that entrenches a manager, a refusal to distribute), the narrower remedy is often the better one. Article 445 allows the persons listed in Art. 446 to seek annulment of resolutions contrary to law, the articles of association or, in particular, the rule of good faith, within three months of the resolution date, before the commercial court of the company’s seat. Article 622 applies these provisions to limited companies by analogy. Where that period has already run, the question becomes whether the defect is one of nullity under Art. 447, which is not time-barred, the line between the two is drawn in our note on annulment and nullity of a general assembly resolution.
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Standing is the filter. Article 446 requires a shareholder who attended to have voted against and had his dissent recorded in the minutes; a shareholder relying on defective convocation, an improperly published agenda, participation by unauthorised persons or a wrongful refusal to admit him must also show that the defect was effective in the taking of the resolution. Separately, Art. 447 declares certain resolutions null (those restricting or removing inalienable rights of participation, minimum voting and litigation, those limiting information, inspection and audit rights beyond what the law permits, and those impairing the basic structure of the company or breaching capital maintenance), and that ground is not tied to the three-month period. Procedure matters too: under Art. 448(2) the hearing cannot begin before the three-month period expires and parallel actions are joined, the company may ask the court to order security from claimants under Art. 448(3), and Art. 449 allows the court, after hearing the board, to stay execution of the challenged resolution. The mechanics of that action turn on two questions that have to be settled before the petition is drafted: from what date the three-month period is counted, and whether the defect complained of is an annulment ground under Art. 445 or a nullity ground under Art. 447, which is not tied to any period.
Where the company sits inside a group
Two further provisions apply where the company belongs to a group. Under Art. 202(2), in transactions carried out through the exercise of control and lacking a clearly comprehensible justification from the subsidiary’s standpoint (merger, division, conversion, dissolution, issue of securities, significant amendment of the articles), a shareholder who voted against the general assembly resolution and had that recorded, or who objected in writing to such a board decision, may ask the court for compensation or for the purchase of his shares by the controlling undertaking, at not less than the stock exchange value where one exists and, where there is none or that value is not equitable, at real value or at a value determined by a generally accepted method. That claim is time-barred two years from the date of the resolution or the publication of the board decision. Running the other way, Art. 208 allows a controlling company holding at least ninety per cent of shares and voting rights to purchase the minority’s shares where the minority obstructs the company’s operations, acts contrary to the rule of good faith, creates noticeable difficulty or behaves recklessly.
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One procedural point applies across all of these files. TCC Art. 5/A makes recourse to a mediator a condition of action only for commercial claims whose subject is a sum of money. Withdrawal, expulsion, dissolution and annulment claims are not monetary claims; a later action for an unpaid exit consideration is. Where both are contemplated, the order in which they are brought is a decision taken at the start.
Lex Lata acts for shareholders and for companies in these proceedings before the commercial courts, and in the related work that surrounds them, shareholder disputes and joint venture deadlock, commercial litigation and arbitration, and the drafting of articles of association and shareholders’ agreements at the company formation stage, where most of the exit questions above can be answered in advance instead of in court.
Where the company itself comes to an end instead of the shareholder leaving it, the post-closure questions are handled under company exit and post-closure reinstatement.
