The removal of a partner from a limited company can occur in two ways: based on reasons stipulated in the company contract and by court decision.
A limited company partner can be removed from the partnership by a general assembly decision based on the reasons stipulated in the contract. In this case, the decision to remove the partner from the partnership is notified to the relevant partner through a notary. The partner can file a cancellation lawsuit against the decision to remove them from the partnership within three months of being notified of the decision through a notary.
Even if the reasons for removal from the partnership are not stipulated in the company contract, the company can request the justified expulsion of a partner from the company by applying to the court. However, for the company to be able to open such a case, a general assembly decision to this effect must have been taken. If the request is accepted by the court, the removal of the limited company partner from the partnership occurs without the need for the consent of the company's organs and other partners, as of the date of the decision.
In order for a decision to be taken by the general assembly in a limited company for the removal of a partner from the partnership, at least two-thirds of the represented votes in the general assembly and the entire majority of the voting capital must be present together.
The compensation for the share of a partner removed from a limited company (severance pay) is paid. This is a debt that the company must pay to the partner removed from the partnership. If the limited company becomes bankrupt at that time, the partner removed from the partnership participates in the bankruptcy estate like a company creditor. The partner removed from the partnership has the right to demand severance pay that corresponds to the real value of the share capital. In addition, even if there is no provision to this effect in the company contract, a partner removed from the partnership in the company has the right to demand severance pay. Therefore, severance pay is not a mandatory element that must be regulated in the company contract.
In the event that a limited company partner is removed from the partnership, if the company continues its commercial activities as a single person, the termination of the company does not occur. In this case, the limited company will continue its commercial activities as a single partner by being registered and announced, and the final status of the limited company will be announced.
As a result of the removal of a limited company partner from the partnership, the removed partner is obliged to keep secret at all times the company secrets that he/she has learned within the scope of using the right to information and inspection, not to disclose them to other partners, including third parties, and to protect them.
Even if a partner is removed from the partnership of an ordinary partnership, it is possible within the scope of the law, and for this, the other partners except the partner to be removed can remove the following people from the partnership by making a written notification:
These are;
In the event of termination of one of the partners, instead of terminating the company, the partners who notify the termination,
Partner whose liquidation share is seized,
Bankrupt partner
Special expulsion reasons regarding the removal of a partner from the partnership can be stipulated in the ordinary partnership contract. In this case, the decision to remove the partner from the partnership can be made based on the reason stated in the contract. The decision of the other partners except the partner to be removed to remove the partner from the partnership in an ordinary partnership is a decision of the partners by nature. Therefore, unless otherwise stipulated in the contract, the decision to remove from the partnership must be taken unanimously.
