In commercial law, as in the case of inter-transfer disputes, it is the legal resource contract that should be applied first in the disputes arising between the company partners. The contract mentioned herein is the main (main) contract that every limited company has to organize during the establishment, even if it is a single partnership. The management of the company, the realization of share changes, the dismissal of the partnership, etc., many aspects are regulated in the articles of association. Of course, the articles of contract contrary to the mandatory provisions of the Commercial Code shall be invalid; in cases expressly stated by law, the articles of law, not the contract, shall be applied. The exiting and removal of “Limited company partner, which is the subject of this article, is regulated in the articles 6102 of Turkish Commercial Code numbered” 638 and later.

Exiting Partnership
 TKK Article 638

(1) The company contract may grant the partners the right to leave the company and may bind the exercise of this right to certain conditions

(2) Each partner may file a lawsuit for the decision to leave the company in the presence of justifiable reasons. Upon request, the court may decide, during the course of the case, to freeze some or all of the rights and debts arising from the partnership, or to take other measures to ensure the plaintiff's status

The legislator stipulated in the company agreement that partners may be granted the right to leave the company and that this right may be bound to certain conditions. In arranging the exit from the company under the first clause contract provision, the second clause regulates the partner to leave the partnership with the court decision in the presence of a just cause. 639. In the article, other partners who are aware of the case of a partner who has filed a lawsuit for leaving the partnership can request to exit the partnership from the court by participating in this case if the same justifiable reasons apply to them. The common capital emerging from the partnership will receive its rights in line with its share. 

Disengagement from Partnership
ARTICLE 640

1. In the company agreement, the reasons for which a partner can be removed from the company by the general assembly decision can be foreseen.

2.  The partner against the removal decision may file a cancellation suit within three months of notification of the decision to him through the notary. 

3.  At the request of the company, it is reserved that the partner is removed from the company based on the right reason by the court decision

The removal of limited company partners from the partnership 6102 Turkish Commercial Code 640. Is arranged in the article. If there is regulation in the articles of association in the main contract, it can be removed by the general assembly decision based on the contract. The partner, who claims that the removal of the partnership is against the contract and the law, can file a cancellation case within three months against this general assembly decision. Apart from the contractual deduction, it is also arranged that the company can remove the partner from the company based on a justified reason. If need be obtained, extraction is not the only reason for rightful reasons. The Court of Cassation has defined in its decision the concept of just cause mentioned here as follows: it is the situation that makes the partnership relationship unbearable and that maintaining the partnership relationship according to the honesty rule cannot be expected from the partner. In determining the right cause, he stated that objective and objective measurements should be followed. In this case, situations such as moving the partner to the company loss, doing illegal work and transactions, not performing their duties and obligations may be justified.

621 According to what order the dismissal from the partnership with the decision of the general assembly will be made. Predicted in substance. Accordingly, if there is no different arrangement in the articles of association, it is necessary to provide at least two thirds of the votes represented in the general assembly and the absolute majority of the capital entitled to vote. 

Article 640 states that in which cases the partner can be removed from the partnership can be regulated by the articles of association. For this reason, it is necessary to consider many possibilities when arranging the articles of the articles on this subject. If we give an example of these situations; conditions such as acting contrary to the obligation of the partner to keep secrets, not complying with the prohibition of competition can be foreseen.  These terms are objectively acceptable and must conform to the principle of equal processing. For example, a clause in which the partner can be arbitrarily removed by providing an absolute majority would be invalid. In the partnership agreement, it is not possible to grant decision-making powers for issuing to one of the directors or partners; this is a decision that can only be taken in accordance with the required amount in the general assembly.

The decision of removal shall be notified to the partner of removal through the Notary of the general assembly decision.  The partner against the decision can file a cancellation suit within three months of notification of the decision to him through the notary. Judge whether the reason for the dismissal of the partnership in this case complies with the criteria sought by the law; if this reason, which is provided for in the articles of association, meets the minimum criteria of the law, whether the condition is realized in the common sense, and, it examines whether the principle of equal processing and the rule of honesty are complied with. 

In the court decision, which is the other way to remove from the partnership, it is requested from the court that the partner be removed from the company based on the right reason upon the request of the company.

621 On request from the court for dismissal of the partner in the general assembly in order to open the case. The substance seeks aggravated nisap prescribed for important decisions.

In the case to be filed after this decision has been taken by the general assembly, the plaintiff shall be the corporate legal entity. After the decision has been taken by the general assembly, it has not included a legislating arrangement on the time of filing a lawsuit to remove the partner from the partnership for the right reason. The partner, whose decision is decided to open a lawsuit for justification against this decision taken by the general assembly, can open a cancellation case within 3 months from the date of notification to him. In the event of a cancellation case filed against the general assembly decision, a waiting matter should be made in the case of justification for the outcome of this cancellation case.

Dismissal of the partner requesting the termination of the company by court decision
TCC ARTICLE 636

(3) In the presence of just causes, each partner may request the termination of the company from the court. Instead, the court may decide to pay the claimant partner the true value of his or her share and to remove the plaintiff partner from the company or to another and acceptable solution that is deemed appropriate to the situation. 

According to the relevant law article; in the framework of continuity of the company, the judge can rule a different solution that is suitable instead of the termination of the company, and one of these solutions is the removal of the claimant partner from the partnership. This decision, which does not match the actual will of the partner or the company, comes out as another way of getting out of the partnership.

Other provisions on exit of partnership
ARTICLE 141

 (1) The companies participating in the merger may give the partners the right to choose between the acquisition of the share and partnership rights in the merger agreement and a departure fund corresponding to the actual value of the share of the company to be acquired.

(2) In the merger agreement, companies participating in the merger can only foresee the issuance of the departure funds. 

The legislator has arranged that the merging companies can grant the right of choice to leave the partnership by giving the opportunity to separate the partners. The company can take this decision with a positive vote of ninety percent of the current voting rights 151. Matter 5. It is stated in the joke.

Although it is possible to remove the shareholder from the partnership by means of company mergers, the legislator has not provided this opportunity in company divisions and species changes; even in Article 183 of the TCC, "Company shares and rights of the partners are protected in species change" it is clearly arranged that in such cases of change partners cannot be removed from the partnership.

ARTICLE 202
(.) (1)( (.) b) Equalization is not actually fulfilled during the year of activity or if an equivalent claim is not granted within its period, each shareholder of the affiliated company shall be entitled to the right of the dominant company and its, the board of directors that caused the loss may ask members to indemnify the loss of the company. If the judge is to comply with equity upon request or in a resen concrete event, in accordance with the provisions of the second paragraph of this article instead of compensation, the, the plaintiff may decide that the shareholders' shares are purchased by the dominant company or another acceptable and appropriate solution.

As can be seen, the company dominates in the partnership, 202. Matter 1. In accordance with paragraph a, it does not carry out duly appropriate equalization and does not grant a claim equivalent to the affiliate, it is the court decision that the competent company and the members of the board of directors who cause the loss should compensate the company for the loss giveable. On request or resen in this case, the plaintiff may decide that the share of the partner is purchased by the dominant company instead of dominating the compensation if it complies with the equity and circumstances. 

ARTICLE 208

(1) If the dominant company directly or indirectly owns at least ninety percent of the shares and voting rights of a capital company, the scarcity prevents the company from working, acts against the rule of honesty, and, if it is causing noticeable distress or acting recklessly, the dominant company may purchase shares of the scarcity with the stock market value, or the value as determined in the second paragraph of Article 202. 

With the relevant article; the minority's misuse of their rights to render the company inoperable, without any justifiable reason to file a cancellation lawsuit against each decision only in order to undermine the functioning, and, it is aimed to protect the company against situations such as postponing general assembly meetings. In such cases, the dominant company will be able to remove the minority from the partnership by purchasing the shares of the minority on the exchange value, if not on the stock exchange value, on the value determined by the court according to 202. This right is not a right that can be used arbitrarily, but it is a right that can be used in the presence of conditions such as “integrity rule, creating a noticeable problem.

ARTICLE 592
(1) The provisions of joint stock companies on the reduction of capital shall be applied to limited liability companies by comparison. For the purpose of improving the underlying capital debt-submerged balance sheet, it may be reduced only if additional payment obligations stipulated in the company contract are paid in full.

If there is damage to the partnership balance sheet, simple capital reduction can be taken to clean the balance sheet from this loss. When reducing capital, as a rule, based on the principle of equality among shareholders, all shareholders receive the same amount of amortization in their shares. In this way, if some of the shares of the shareholders are ceded, the removal of the partnership will not be on the agenda since the shareholders will continue with the remaining shares of the shareholder ownership. In contrast, the provision in the company contract or, with the consent of the shareholder himself, the shareholder shares of some shareholders may be completely redeemed. Since the entire share of the amortized partner no longer has the title of share ownership, there will be some kind of dismissal from the partnership here.

We have explained in what ways the withdrawal and removal of the limited company partner from the partnership can be realized within the scope of the Commercial Code and the company articles of association. It is seen that the company's articles of association are of great importance in terms of the fact that if the company needs to be able to operate smoothly, the disputes that may arise between the partners can be resolved with fast and predictable methods. For this reason, it is necessary to carefully prepare the main contracts for the changes to be made at the establishment stage and afterwards; in order for the decisions to be taken in the general assembly to be valid, care must be taken to comply with the contract and the relevant provisions of the law.