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 on 25.12.2025.
Overview
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.
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 Constitutional Court Review
It is significant to observe that the Constitutional Court takes the case 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 by declaring that, with respect to ‘limited liability companies with two shareholders,’ it is contrary to the Constitution and to annul it. 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.
