Shareholder expulsion in two-partner LLCs has been a matter of concern over the years in Turkey. Relevant legal condition regarding majority vote was the main underlying challenge. The clause of “application to the court for the expulsion of a shareholder for just cause” in Article 621 of Turkish Commercial Code Numbered 6102, has been removed by the Constitutional Court judgment dated on 25.12.2025. The judgment was circuited in the Official Gazette dated March 17, 2026 and numbered 33199. It is available via here
This decision marks a significant turning point for corporate governance in Turkey, particularly for foreign investors. As a specialized english speaking lawyer in istanbul, we have observed that this ruling provides a much-needed exit strategy for partners trapped in structural stalemates.
Introduction
The clause of “application to the court for the expulsion of a shareholder for just cause” “Bir ortağın haklı sebepler dolayısıyla şirketten çıkarılması için mahkemeye başvurulması…in Turkish” in Article 621 of Turkish Commercial Code Numbered 6102, was annulled by the Constitutional Court judgment dated 25.12.2025 and numbered. The present article will shed light on the background of the case, overview of the relevant provision and annulment judgment of the Constitutional Court.
Historical Background of the Shareholder Expulsion in Two-partner LLCs
Pursuant to subparagraph (h) of paragraph (1) of Article 621 of the Turkish Commercial Code Numbered 6102, titled “Important Decisions”, in order to apply to the court for the expulsion of a shareholder from the company on just grounds, and for the expulsion of a shareholder from the company on a ground provided for in the articles of association, the affirmative votes of at least two-thirds of the votes represented and the absolute majority of the entire share capital carrying voting rights must be present together. The phrase “applying to the court for the expulsion of a shareholder from the company on just grounds…” contained in the said subparagraph constitutes the other contested rule. The rules have been examined in terms of “two-partner limited liability companies” by the Consitutional Court.
Overview of the Consitutitonal Court Case on Shareholder Expulsion in Two-Partner LLCs
The case concerns an objection raised by the Bakırköy 1st Commercial Court of First Instance in the course of a dispute concerning the expulsion of a shareholder from a limited liability company (LLC). The concerned Court, after having performed constitutional review, found out that the said provision violates constitutional guarantees due to the pre-condition that shareholders representing at least two-thirds of the votes and the absolute majority of the share capital entitled to vote should be present for such a decision.In summary, the referring court stated in its application decision that, due to the contested rules, the expulsion of a shareholder from a two-partner limited liability company has become impossible; and that the failure to grant shareholders of two-partner limited liability companies the right to bring an expulsion action, which is granted in collective companies for the expulsion of a shareholder, is incompatible with the principle of equality. On these grounds, it was alleged that the rules are contrary to Articles 2, 10, 35, 36 and 74 of the Constitution.
Consequently, the matter was brought before the Constitutional Court via the concrete norm review [somut norm denetimi in Turkish] on the grounds that this creates a deadlock scenario, especially in two-partner LLCs with equal shares.
The Turkish Constitutional Court Review on Shareholder Expulsion in Two-Partner LLCs
It is significant to observe that the Constitutional Court takes the case on shareholder expulsion in two-partner LLCs in the light of two main Constitutional Articles. Indeed the Constitutional Court examined the provisions under:
- Article 48 (Freedom of enterprise)
- Article 40 (Right to an effective remedy)
The Constitutional Court, after underlining that in two-shareholder companies, the requirement of a general assembly decision renders expulsion practically impossible, concludes that it plays a detrimental impact upon exercising the right to effective remedy through de-facto barriers. Additionally that is also incompatible with the freedom of enterprise. Therefore, the said provision is unconstitutional but only in relation to two-partner limited companies.
Conclusion
It is worth reiterating that the Turkish Constitutional Court delivers a landmark judgment on Shareholder Expulsion in Two-Partner LLCs. The Court declared that, with respect to ‘limited liability companies with two shareholders,’ it is contrary to the Constitution requiring annulment. Through a constitutional review, the Constitutional Court took a direct intervention to the legal barriers for two-partner limited liability companies to use their right to remedy, as set forth in Article 40 of the Turkish Constitution. That judgment will have a direct impact upon:
- Preventing procedural deadlocks
- Ensuring access to justice
- Protecting economic continuity for companies.
Navigating corporate deadlocks requires a proactive legal strategy that aligns with the latest precedents of the Constitutional Court. If your business is currently facing a procedural impasse or a shareholder dispute, you can get a legal consultation from our expert team to evaluate your options and protect your commercial interests.
