The Constitutional Court Annulled the Provisions Requiring General Assembly Resolution to Apply to Court for the Expulsion of a Shareholderfor Just Cause in Two-Shareholder Limited Liability Companies

The Constitutional Court (the “CC”), in its decision numbered 2025/273 published in the Official Gazette dated March 17, 2026, examined the provisions of the Turkish Commercial Code (Law No. 6102) (the “TCC”) that classify the filing of a court action for the expulsion of a shareholder as a non delegable authority of the general assembly in the context of two shareholder limited liability companies and annulled this framework on the grounds that it effectively restricted access to judicial remedies and was therefore unconstitutional.

1. Legal Background and Subject of the Objection

In the dispute pending before the Bakırköy 1 Commercial Court of First Instance, one of the shareholders in a two-shareholder limited liability company filed a lawsuit seeking the expulsion of the other shareholder based on just cause. However, pursuant to Articles 616/1(h) and 621/1(h) of the TCC, the initiation of such action falls within the non-delegable authority of the general assembly and requires a qualified majority resolution. In a two-shareholder structure, the refusal of the shareholder whose expulsion was sought to approve the resolution resulted in a deadlock, effectively preventing access to judicial remedies. The local court, considering this to be a violation of the right to seek legal remedies, referred the matter to the CC by way of a constitutional challenge.

2. CC’s Assessment and Grounds for Annulment

The CC, limiting its review to two-shareholder limited liability companies, made the following key determinations: Dysfunctional Mechanism: The existing legal framework remains merely theoretical and renders the expulsion mechanism inoperable in practice in two-shareholder companies. Right to an Effective Remedy and Freedom of Enterprise: The inability to utilize the expulsion procedure, which is designed to ensure the continuation of the company, violates the right to an effective remedy in connection with the freedom of enterprise. Insufficiency of Dissolution Action: The “dissolution for just cause” action under Article 636/3 of the TCC is not a sufficient alternative, as it does not guarantee the expulsion of the shareholder at fault and may instead result in the claimant’s exit or other remedies.

3. Conclusion

The CC annulled, by majority vote, the requirement to obtain a general assembly resolution for initiating a court action for the expulsion of a shareholder in two-shareholder limited liability companies.The CC did not provide for any deferral regarding the entry into force of its annulment decision. Accordingly, the decision entered into force on March 17, 2026.