The Turkish Constitutional Court, with its decision dated 25 December 2025 and numbered 2025/128 E. and 2025/273 K., published in the Official Gazette dated 17 March 2026 and numbered 33199, reviewed the provisions of the Turkish Commercial Code (“TCC”) No. 6102 regarding the expulsion of a shareholder from a limited liability company and annulled, solely with respect to two-shareholder limited liability companies, the rules that classify the application to court for the expulsion of a shareholder on just grounds as a non-delegable power of the general assembly.
Current Framework of the TCC
Under the current provisions of the TCC, a court action for the expulsion of a shareholder from a limited liability company on just grounds can be made subject to a resolution of the general assembly. This power is classified as a non-delegable power of the general assembly, and accordingly, the initiation of an expulsion action requires the prior adoption of such a resolution. Furthermore, such a resolution is considered an important resolution under Article 621 of the TCC and is subject to a qualified majority, requiring both at least two-thirds of the votes represented at the general assembly and the simple majority of the share capital entitled to vote.
This regulation has led to significant challenges, particularly in two-shareholder limited liability companies. In cases of equal shareholding where disputes arise between shareholders, it is often not possible to meet the required majority; and as a result, even where just grounds exist, the expulsion mechanism cannot be effectively operated, leading to a deadlock in the company’s operations.
Court Decision and Its Implications
In its decision, the Court emphasized that the expulsion mechanism based on just cause is an important tool to ensure the continuity of the company, as it allows internal conflicts to be resolved without resorting to more severe outcomes such as the dissolution of the company.
However, the Court determined that, under the current regulation, the requirement to obtain a general assembly resolution with at least two-thirds of the represented votes and the simple majority of the share capital renders this mechanism ineffective, particularly in companies with two shareholders. In this respect, the Court stated that in cases of equal shareholding or where no shareholder holds the majority, a shareholder cannot apply –either directly or through the general assembly– for the expulsion of the other shareholder, even where just cause exists. The Court further underlined that the alternative remedy of seeking dissolution does not provide an adequate solution, as it entails the risk of terminating the company and may even result in the expulsion of the claimant shareholder. Accordingly, the Court concluded that two-shareholder limited liability companies are left outside the scope of the protection that should be ensured under the freedom of enterprise.
With this annulment, the requirement to obtain a general assembly resolution for the expulsion of a shareholder in two-shareholder limited companies has been removed, thereby allowing shareholders to apply directly to the court.
The decision is expected to offer effective solution to deadlock situations frequently encountered in two-shareholder limited liability companies.
You can access the full text of the decision here (available in Turkish only).