Dissolution For Just Cause

Another way to remove a partner from the partnership in limited companies is to leave the partner for just cause.
In other words, in the limited company articles of association, which conditions are excluded from the partnership.
Since it is not obligatory to state that there will be a reason for expulsion, the limited liability for expulsion from the partnership
Even if there is no provision in the articles of association of the company, limited companies may
can always file a lawsuit with the request of expulsion from the partnership based on a just cause. for good reason
Before the limited company’s application to the court for exclusion from the partnership, the limited company
The general assembly must take a general assembly resolution within this scope. The said general assembly
The decision is important for limited liability companies since it is among the non-transferable powers of the general assembly.
among the decisions. For this reason, the required quorum for taking the relevant general assembly resolution is determined in the general assembly.
at least two-thirds of the votes represented and the entire capital holding the right to vote
majority of them together.
The Turkish Commercial Code tried to draw the boundaries of just cause with Article 245. Accordingly, a partner’s partnership
The fact that he betrayed the partnership in management affairs or in the establishment of accounts,
the company’s trade name for the sake of personal interests of a partner, if he has not fulfilled his duties and debts.
or misuse of his property, sustained illness or for any other reason.
in the event that the partner from whom he has acquired loses the necessary ability and competence to do his work, on a limited basis
are the main justified cases that are not counted.

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