Merger, Unlawful Use of Dominance and Exclusion from the Partnership on the Basis of Non-Performance of Capital Debt
The TCC allows limited liability company shareholders who oppose the merger of the company with which they are partners to another company to be excluded from the partnership due to their refusal to consent to the merger. In such a situation, the partners may be excluded from the partnership only if the company provides them with a withdrawal agreement corresponding to the actual value of their shares.
However, in contrast to the above-described regulation on mergers, the TCC’s regulation on the division of
its provisions do not contain a special regulation on the exclusion from the partnership as a result of the division.
Within this framework, in the doctrine, on the grounds of Article 161 of the TCC“ “the partners of the divided company shall be entitled to
they may become partners in all or some of the participating takeover companies or increase their shares in the divided company. If there is a memorandum, they can leave the divided company, but they cannot be exported”, with the sentence that the legislator has a negative attitude; with the common phrase “separated” in the sentence in question, with the phrase “from the partnership
the opinion that the ”exiting” partner is meant; and that the provisions for exclusion from the partnership cannot be applied in the event of a split is weighted. In case of type change, Article 183 of the TCC
with the justification that “no partner can be excluded from the partnership under the pretext of type change”, the legislator has made clear his will that limited liability company partners will not be excluded from the partnership in the event of type change.
Except for the merger process, TCC is within the scope of its regulations related to the group of companies,
if a minority in dominant companies interferes with the functioning of the company, dominant companies are required to ensure that the partnership works
it has granted the authority to remove the blocking minority from the partnership.Accordingly, the prevailing partnership is (i) a direct or
if it indirectly owns at least 90% of the shares and voting rights of a capital partnership, and (ii) a minority
if it interferes with the operation of the partnership and violates the rule of honesty, or noticeably
if he is causing trouble and acting recklessly, he can exclude the minority from the partnership without showing why, and
depending on this, he can buy shares of the minority. The main reason for granting such a power to the company is the fact that, on the grounds of the article, the company opposes the adoption and implementation of decisions that it deems appropriate for a variety of reasons, preventing the company and other partners from overwhelming and obstructing their behavior
it is expressed in the fact that it is passed and, thanks to this,peace is maintained within the company.
Finally, under this heading, it should be stated that according to Article 529 of the Amended Turkish Commercial Code No. 6762“ “a limited liability company partner who does not fulfill its capital placement debt within the appointed period must also pay the default interest and if a criminal condition has been placed in the company’s contract
it is the taxpayer. Twice with the notary’s ingenuity and for periods not less than fifteen days to be appointed
despite the warning, the partner who does not pay the debt of placing capital can be removed from the company.” it was stipulated that the partner who did not fulfill the obligation to put capital in accordance with the regulation defaulted and could be removed from the partnership. The fact that this article has not found a rearrangement area in the TCC leads to confusion in practice. An opinion is submitted by the legislator to the relevant article
when interpreting non-repetition as the will to consciously deviate from this practice, according to the predominant view in the doctrine, non-performance of the capital debt is a justifiable reason that can always be put forward in removing the partner from the partnership.
