How Can You Leave a Turkish Limited Liability Company? Share Transfers and Withdrawal Proceedings

Can you cease to be a shareholder by submitting a resignation letter?

If you can no longer work with your fellow shareholder, cannot access the company’s accounts or cannot find a buyer for your shares, simply stating that you wish to leave does not end your shareholding. In a limited liability company (limited şirket), stopping attendance at the workplace, missing general meetings or sending formal notice through a notary does not, by itself, achieve that result either. The legal means of ending your status as a shareholder must be identified. This requires examining the company’s articles of association (şirket sözleşmesi), its ownership structure and your reasons for wishing to leave together.

The Turkish Commercial Code No. 6102 (TTK) provides several ways for a shareholder to leave. A share transfer is one option. A right of withdrawal (çıkma hakkı) under the articles of association or withdrawal for just cause (haklı sebeple çıkma) by court order may also allow a shareholder to leave. Resigning as a manager (müdür) is a separate step. The end of a person’s managerial appointment does not automatically extinguish their shares or their status as a shareholder.

How can you leave the company by transferring your shares?

A person who transfers their shares to another shareholder or a third party may cease to be a shareholder once the requirements for the transfer have been met. Under Article 595 of the TTK, the transfer agreement must be in writing and the parties’ signatures must be certified by a notary. An ordinary agreement signed privately between the parties does not satisfy this formal requirement. Any prohibition on transfers or other restrictions in the articles of association must also be examined.

Unless the articles of association provide otherwise, approval by the general meeting is required. The law provides that approval is deemed granted if the general meeting does not reject the transfer within three months of the application. This period should not be confused with the date of the notarised agreement. The content of the application to the company and the date on which the company received it must be documented. An express refusal of approval by the general meeting and a failure to respond to the application have different consequences.

The parties should clearly specify the transfer price, the payment date and any security for instalment payments in the agreement. In a share transfer, the transferee generally pays the price. A claim against the company for an exit payment (ayrılma akçesi) following withdrawal for just cause is different. Other shareholders do not become compulsory purchasers merely because they are unwilling to buy the shares. If transfers are prohibited or approval is refused, the right to withdraw for just cause remains available. The transfer agreement should also specify the sequence in which payment and the necessary corporate steps will take place.

Are court proceedings necessary if the articles grant a right of withdrawal?

Article 638 of the TTK permits provisions granting shareholders a right of withdrawal to be included in the articles of association. The articles may make that right subject to specified conditions. Where such a provision exists, the required form of notice, the notice period and the circumstances in which the right may be exercised should be examined first. When assessing a request to leave, the review should extend beyond the original articles to subsequent amendments.

If the conditions for the contractual right have been met, proceedings for withdrawal for just cause are not necessarily required. However, the company may dispute that the right has arisen or that the notice is valid. Such a dispute may require a court determination. The absence of a withdrawal right in the articles does not close off every route to leaving. The shareholder may still exercise the statutory right to bring proceedings for withdrawal for just cause. Where the company does not accept a notice, the shareholder should not proceed on the assumption that their trade registry entry will be removed automatically.

What circumstances may constitute just cause for withdrawal?

The court assesses whether, in accordance with the principle of good faith, the claimant shareholder can reasonably be expected to remain in the company. Persistent exclusion by management, unjustified obstruction of the right to obtain information or use of company assets for personal interests may be relevant. Serious and lasting conflicts between shareholders are also examined in light of their effect on the corporate relationship. Not every disagreement carries the same weight.

The company’s losses or failure to generate the expected profit may not be sufficient on their own. The judgment of the 11th Civil Chamber of the Court of Cassation (Yargıtay), dated 28.01.2026, case no. 2025/3661 and decision no. 2026/558, illustrates this distinction. The Chamber upheld the dismissal of a claim where losses during the investment phase were considered ordinary and allegations of mismanagement had not been proved. The decision shows that not every loss gives a shareholder an unconditional right to leave.

An allegation of just cause must be supported by specific events. Requests for information, the company’s responses, meeting minutes, correspondence and financial records may be used in this assessment. Article 614 of the TTK grants shareholders the right to obtain information and inspect records. The stage at which, and the manner in which, that right was obstructed must be explained. Transactions that undermine trust should be identified by their dates and supporting documents. For example, a shareholder’s written request to inspect the accounts and the response refusing access provide a more concrete basis for examination than a general allegation of exclusion.

Who is the defendant in withdrawal proceedings, and does the claimant remain a shareholder during the case?

Proceedings for withdrawal for just cause are brought against the company. Even where another shareholder’s conduct gives rise to the claim, the withdrawal claim is directed against the company as a legal entity. Unless a separate claim seeking to establish liability or recover damages is made, other shareholders are not named as defendants merely because they hold shares. The commercial court of first instance (asliye ticaret mahkemesi) at the company’s registered office hears the case.

Bringing proceedings does not immediately end the claimant’s status as a shareholder. Article 638 of the TTK authorises the court to order interim measures upon application. The court may suspend certain rights and obligations arising from the claimant’s shareholding for the duration of the proceedings or order measures to safeguard their position. These measures do not apply automatically. The grounds for the protection sought and the specific risk must be explained.

The nature of the relief sought also determines the mediation requirements. A claim solely for withdrawal differs from an action concerning a monetary receivable. A separate commercial action seeking an exit payment requires an application for mediation before proceedings are commenced. If withdrawal and payment are sought together, the mediation requirement should be assessed in light of the scope of the claims and current practice. It should not be assumed that every corporate dispute follows the same procedure.

Does a departing shareholder receive their original capital contribution back?

The exit payment is not simply a refund of the money contributed when the company was established. Article 641 of the TTK entitles a departing shareholder to claim an amount corresponding to the actual value of their share in the company’s capital. The company’s assets and liabilities affect that value. Looking only at the capital recorded in the trade registry may not reveal the economic value of the shareholding. Any provisions in the articles governing the payment attached to a contractual withdrawal right must also be examined separately.

The court may commission an expert assessment where necessary. Real estate, machinery, receivables, liabilities and the characteristics of the business may be considered in the valuation. A shareholder’s loan to the company and their exit payment are separate receivables. Transferring money to the company does not mean that every payment is a capital contribution. The legal basis for the bank transfers and their treatment in the accounting records must be clarified. These receivables should be distinguished during the valuation to prevent the same amount from being counted twice under different descriptions.

How the claim is framed at the outset also affects whether the calculated amount can be recovered. The 11th Civil Chamber of the Court of Cassation examined this issue in its judgment dated 05.02.2026, case no. 2025/5744 and decision no. 2026/767. The Chamber held that awarding an amount increased through a second formal amendment of the claim (ıslah) in an action brought for part of a claim (kısmi dava) constituted grounds for quashing the judgment. The type of action, the amount claimed and the procedure for increasing that amount must therefore be carefully determined at the outset.

Is the exit payment payable immediately?

Determining the value of the shares does not mean that the company can pay that amount on the same day. Article 642 of the TTK makes the exit payment becoming due and payable (muaccel), meaning that payment can be demanded, subject to specific conditions. Available equity, the transferability of the departing shareholder’s shares and a capital reduction under the applicable rules are considered in this context. It is necessary to establish which statutory condition has been met in the particular case.

The law treats the unpaid portion of the exit payment as a claim ranking behind the claims of all the company’s creditors. When that portion may be demanded depends on available equity. The withdrawal decision, determination of the share value and prospects of recovery should therefore be considered separately. If the shareholders reach an agreement on payment, the due date and security should also be recorded clearly. Without knowing the company’s financial position, no reliable calculation of the recoverable amount or payment date can be made solely by reference to the capital share.

Which records must be updated after a shareholder leaves?

The recording of the share transfer in the share ledger and trade registry should be followed up. Under Article 598 of the TTK, the company’s managers apply to register the transfer. If no application is made within thirty days, the departing shareholder may apply to the trade registry to have their name removed in respect of the relevant shares. This option becomes available following a valid share transfer. A letter merely expressing a wish to leave is not, by itself, sufficient for removal from the registry.

If the departing shareholder is also a manager, their management and representation powers must be addressed separately. Banking authorisations, signing arrangements and trade registry records should also be checked in this context. Leaving the company does not automatically discharge personal surety undertakings previously given or personal liabilities already incurred. Withdrawal from the company and the discharge of those obligations require separate legal assessments. This distinction should also be maintained when determining the scope of the departure agreement.

Frequently Asked Questions