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Termination of a Limited Liability Company by
Just Cause*
Prof. Dr. H. Ercument Erdem
Introduction
The Turkish Commercial Code No. 61021 (“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 abrogat-
ed Turkish Commercial Code No. 67622 (“fTCC”). One of these revi-
sions concerns the termination of a limited liability company by just
cause.
The provisions governing termination of a joint stock company by
just cause3, 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 compa-
ny may exercise this right. Termination for just cause, which was
already regulated under the fTCC, is supplemented and should be eval-
uated together with the exit rights of a shareholder in a limited liabili-
ty company. Therefore, the termination of a limited liability company
by just cause necessitates specific review and attention.
COMMERCIAL LAW 69
* Article of September 2014
1 Entered into force through publication in the Official Gazette dated 14 February 2011 and no.
27846 on 1 July 2012.
2 The fTCC was abrogated by the TCC on 1 July 2012.
3 The termination of joint stock companies by just cause is assessed in a Newsletter article of
February 2014. Please see Ercument Erdem, Termination of a Joint Stock Company by Just
Cause
cause/ (accessed on 8 October 2014).