The
Constitutional Court’s decision dated 25/12/2025 was published in the Official
Journal on March 17, 2026.
1st
Commercial Court of First Instance of Bakırköy filed a request for annulment,
claiming that the expressions, as set out under the Turkish Commercial Code Nr.
6102 and dated 13.01.2011, reading as
“The
following shareholders' general assembly resolutions may be adopted only if at
least two-thirds of the represented votes and an absolute majority of the total
share capital with voting rights are present together”
under
subparagraph (h) of the paragraph (1) of article 616; and also
“Filing
a lawsuit to remove a shareholder from the company for just cause...”
under
subparagraph (h) of paragraph (1) of article 621
are
incompatible with Articles 2, 10, 35, 36, and 74 of the Constitution.
Upon
review, considering the conditions stipulated in the regulations, it was
determined that in limited liability companies with two equal-share partners, a
request by one partner to remove the other for just cause may not be acted upon
by the shareholders' general assembly. Furthermore, if one of the partners does
not hold an absolute majority of the share capital, it appears that removal of
a partner for just cause is also not feasible.
For this reason, since these provisions were found to be incompatible with Articles 40 and 48 of the Constitution, they were annulled by a majority vote.
Source: https://www.resmigazete.gov.tr/eskiler/2026/03/20260317-24.pdf
