According to TTC 658, it is possible to exit partnership from limited companies in two ways: Firstly, the right to withdrawal from the company accepted in the company agreement. Secondly, existance of the rightful termination. Also, another partner can participate in the filed withdrawal lawsuit.
The right to withdrawal can be dependent on some condition or not. If it is not dependent on any condition, it occurs by the unilateral declaration of a partner. But if it is dependent on any condition, it requires that demand of the partner and decision of the general assembly. Partner will have a right to sue if the general assembly does not accept the demand.
The termination of the limited company for just cause, it is regulated art 636 in TCC. According to the provision; ‘In the existence of just cause, each partner can request the termination of the company from the court. Instead of the request, the court may decide on the payment of the real value of its share to the plaintiff partner and the dismissal of the plaintiff partner or any other acceptable and appropriate solution to the situation.’
Right to rightful termination is granted to all partners and the right does not have to be accepted in the company agreement. The court decides the existence of a just cause. Even if the court accepts the just cause, it is not obliged to give a termination decision. Instead of terminating the company, it may decide to pay the real value of the share of the partner requesting termination and their dismissal from the company.
TCC stipulates the exercise of the right to withdrawal through litigation in the existence of just cause. However, according to the doctrine, the partner who will leave can make a notification of the company before applying to the court. But if the company rejects this request, the partner will has right to sue.
In the event of a lawsuit filed, the judge may freeze some or all of the rights and debts of the plaintiff arising from the partnership or take the necessary measures to secure the plaintiff partner's status.
Access of right to withdrawal; If a partner has directed his request to go out to the company or filed a lawsuit, this situation is notified to the partners by the managers. Partners who want to participate to withdrawal can request to the directors or to the court within one month after the news reaches them.
Partners’ Right to Obtain and Review Information
Limited company partners are required to have information about the company's operations and to conduct an investigation. The right to obtain and review an information is regulated in art 614 of TCC. According the provision, each partner can ask the directors to provide information on the business and accounts of the company, and may investigate specific matters.
The right to obtain and review an information arises from the partnership and the restrictions on the number of shares and voting rights by the partners are not taken into consideration.
If there is a danger of using the information obtained by the partner to the detriment of the company, the managers can prevent the obtaining of information to a certain extent. Here, the occurrence of damage is not required, it is sufficient to have the danger of harm. However, the existence of danger of harm should be supported by concrete evidence.
The partner is not obliged to provide justification when making the request. The article provision does not stipulate a form requirement regarding the request. The company can regulate the form of the request without restricting the right to information. Contractual provisions that stipulate the use of the right in written are valid. However, contractual provisions that restrict the use of the right in terms of time are invalid. The partner can always use this right before or after the general meeting.
Partner whose request for information and examination is rejected, can apply to general assembly. There is not necessary form requirement for request, but considering that can apply to the court if the request is rejected, the application must be submitted in writing for ease of proof.
If the request is not discussed in the general assembly or is rejected by general assembly, the partner can sue. There is no exact deadline for the filing of the case. However, not filing a lawsuit for a long time after the rejection decision of the general assembly will constitute a violation of the rule of honesty. The competent court is the court where the headquarters of the limited company is located. The court in charge is the Commercial Court of First Instance. As a result of this case, the decision of the court is final.
After using the right to obtain information, the partner has the right to request a special audit from the General Assembly. The general assembly has to vote on the special audit request of the partner.
With the report to be prepared by the special audit institution, the partner will have the opportunity to obtain reliable information about the company business.