THE CONSTITUTIONAL COURT SAFEGUARDS THE EXPULSION MECHANISM IN TWO-SHAREHOLDER LIMITED LIABILITY COMPANIES
The Constitutional Court of Türkiye ("CCT"), with its decision dated 25.12.2025 and numbered 2025/128 E. and 2025/273 K. ("Decision"), rendered a significant annulment ruling concerning the provisions that prevented the effective operation of the shareholder expulsion mechanism in two-shareholder limited liability companies. Published in the Official Gazette on 17.03.2026 with the number 33199, the Decision annulled, by majority vote, the provisions set forth under subparagraph (h) of Articles 616/1 and 621/1 of the Turkish Commercial Code No. 6102 ("TCC"), insofar as they apply to two-shareholder limited liability companies, on the grounds that they are incompatible with Articles 40 and 48 of the Constitution. In its Decision, the CCT determined that access to the courts was hindered in practice due to the requirement of a general assembly resolution for the shareholder expulsion mechanism, and concluded that this situation was incompatible with the rights guaranteed by the Constitution.
Subject of the Application
The constitutional challenge was brought before the CCT by the Bakırköy 1st Commercial Court of First Instance within the context of a dispute concerning the expulsion of a shareholder from a limited liability company for justifiable reasons.
Under the system in force prior to the annulment decision, in order to expel a shareholder from the company for justifiable reasons, first the general assembly had to resolve in this direction, and then an application had to be made to the court on behalf of the company. The adoption of this resolution required at least two-thirds of the votes represented and the absolute majority of the principal capital with voting rights. This structure led to the actual inability to use the expulsion mechanism, especially in two-shareholder limited liability companies, due to the failure to achieve the required majority. Indeed, the decisions of the 11th Civil Chamber of the Court of Cassation also accepted that the expulsion lawsuit could not be filed in two-shareholder companies due to the impossibility of meeting the quorum in terms of the number of shareholders.The Applicant argued that this situation hindered the shareholders' access to the court and was incompatible with constitutional guarantees, stating that the failure to grant the right to file an expulsion lawsuit, which is granted to a single shareholder in collective companies, to the shareholders of a two-shareholder limited liability company was incompatible with the principle of equality.
Assessment of the Constitutional Court
The Court found that although the mechanism for expulsion from a partnership for justifiable reasons was envisaged under the TCC, making the operation of this mechanism contingent on a resolution to be adopted by the general assembly with an increased quorum effectively eliminated this possibility in two-shareholder companies. In this context, the CCT revealed that in companies with an equal shareholding structure, it was impossible to achieve the required majority, and therefore, even if justifiable reasons existed, one shareholder could not request the expulsion of the other shareholder, rendering the expulsion institution dysfunctional.
The Court emphasized that limited liability companies are enterprises established for economic purposes, and the expulsion mechanism serves as a tool to ensure the continuation of activities without terminating the legal existence of the company. In this regard, it was stated that the state has a positive obligation not only to refrain from interfering with the freedom of enterprise but also to establish appropriate mechanisms to enable shareholders to continue their activities.
Moreover, the CCT assessed that the current regulation, by excluding two-shareholder limited liability companies from the scope of this mechanism, eliminated the possibility of shareholders being protected against each other's actions. It was concluded that this situation resulted in the absence of an effective and accessible remedy where allegations of rights violations could be asserted, and in this respect, it was incompatible with the right to an effective remedy.
The Court also noted that the dissolution lawsuit that could be filed under Article 636/3 of the TCC did not remedy this deficiency. This is because this path does not guarantee the direct result of the expulsion of the other shareholder; on the contrary, it leaves the court with the discretion to order the dissolution of the company, the expulsion of the plaintiff, or another solution.
For the reasons explained, the CCT found the contested provisions in Articles 616/1-h and 621/1-h of the TCC to be contrary to Articles 40 and 48 of the Constitution in terms of two-shareholder limited liability companies and annulled them by majority vote.
Impact of the Decision in Practice
With this decision, the structural obstacle standing in the way of the expulsion mechanism in two-partner limited liability companies has been removed. Within this scope, a strong foundation has now been established to the effect that one of the partners may be accepted to have the ability to apply directly to the court for the expulsion of the other partner on just cause, without the requirement of a general assembly resolution.
This development provides a more proportionate and functional alternative to dissolution, particularly in situations where the shareholder relationship has reached a deadlock and the continuation of the company’s activities has become unsustainable.
Conclusion
The Constitutional Court's said decision eliminates a structural problem that has long been criticized in corporate law and resolves the "deadlock" problem arising in two-partner companies at the constitutional level. The inability of the general assembly to adopt a resolution for the expulsion of a partner in two-partner limited liability companies, due to the failure to meet the statutory quorums, left no solution other than the dissolution of the company in situations where the partnership relationship had become unsustainable.
Through the Constitutional Court's decision, the general assembly barrier standing in the way of the right to apply to court has been overcome. Nevertheless, it is of significant importance, as required by the rule of law principle, that the legislative gap emerging following the annulment decision be filled by the legislature through a clear and foreseeable regulation.