Merger, Unlawful Use of Sovereignty and Non-Performance of Capital Debt
Disengagement Based on
The Turkish Commercial Code prohibits the partnership of limited company partners who oppose the merger of their partner company with another company.
It allows them to be removed from the partnership because they do not consent to the transaction. Such a
In this case, the partners can only receive a withdrawal fund corresponding to the actual value of their shares.
can be removed from the partnership by giving it to them.
However, contrary to the regulation explained above regarding the merger, the Turkish Commercial Code does not
There is no special regulation regarding expulsion from the partnership as a result of the division in its provisions.
In this framework, in the doctrine, the “partners of the divided company shall
may be a partner in all or some of the participating acquiring companies, or they may hold their shares in the demerged company.
they can increase. If there is an agreement, they can leave the divided company, but they cannot be exported.
the issuer has a negative attitude; In the sentence in question, the expression “left from the partnership” and “withdrawal from the partnership
means the partner “going out”; and in case of division, the provisions of expulsion from the partnership
The opinion is that it cannot be applied. If the type is changed, article 183 of the Turkish Commercial Code
With the justification, the legislator states that “no partner can be excluded from the partnership on the pretext of changing the type”.
In case of a change in type with the statement “cannot be removed, the partners of the limited liability company will not be removed from the partnership”.
clearly expressed his will.
Except for the merger transaction, within the scope of the Turkish Commercial Code, the regulations regarding the group of companies,
In case the minority in the controlling companies hinders the operation of the company, the controlling companies are authorized to operate the partnership.
has granted the authority to remove the minority that hinders it from the partnership. Accordingly, the dominant partnership may (i) directly or
indirectly owns at least 90% of the shares and voting rights of a capital partnership, and (ii) minority
interferes with the operation of the partnership and violates the code of integrity or is noticeably
if he is causing trouble and acting recklessly, he can remove the minority from the partnership without giving any reason, and
accordingly, it can buy the minority’s shares. Under the recognition of such power to the dominant company
The underlying reason, in the justification of the article, is the minority’s ability to take and implement the decisions that the company deems appropriate.
opposes the company and other partners for various reasons, preventing their oppressive and obstructive behavior.
and thus ensuring internal peace within the company.
Finally, under this title, it should be noted that the abolished Turkish Commercial Code No. 6762
Pursuant to Article 529, “the one who does not fulfill his debt to put capital within the appointed time”
The limited liability company partner must also pay the default interest and if a penal clause is included in the company contract.
is liable. Twice, with periods to be determined by the notary public and not less than fifteen days
The partner who does not pay the capital investment debt despite the warning can be expelled from the company.” to the regulation
by giving place to, the partner who does not fulfill his capital investment debt, defaults and leaves the partnership.
was supposed to be removed. The Turkish Commercial Code did not find any re-arrangement of this article.
This causes confusion in practice. An opinion is that the legislator
while interpreting its non-repetition as the will to deviate from this practice consciously,
According to the weighted view, failure to fulfill the capital debt is always advanced in the expulsion of the partner from the partnership.
is a valid reason.
