Corporate and M&A

Contact: Prof. Dr. H. Ercument Erdem; Erdem & Erdem (Turkey)

Introduction

The Turkish Commercial Code No. 6102 [1] ("TCC") bears many novelties regarding limited liability companies. In addition to new mechanisms regulated therein, the TCC introduces material revisions to concepts that have already been foreseen under the former abrogated Turkish Commercial Code No. 6762[2] ("fTCC"). One of these revisions concerns the termination of a limited liability company by just cause.

The provisions governing termination of a joint stock company by just cause[3], which has been regulated for the first time under the TCC, and the termination of a limited liability company by just cause are materially similar. Notwithstanding, while the right to file a lawsuit for termination by just cause is granted only to the minority shareholders in a joint stock company, any shareholder of a limited liability company may exercise this right. Termination for just cause, which was already regulated under the fTCC, is supplemented and should be evaluated together with the exit rights of a shareholder in a limited liability company. Therefore, the termination of a limited liability company by just cause necessitates specific review and attention.

This Newsletter article will evaluate the termination of a limited liability company by just cause, bearing in mind both the termination by just cause under the fTCC and the novelties introduced by the TCC.

Read the entire article.