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The decision of the Constitutional Court dated December 25, 2025, numbered E.2025/128, K.2025/273 (“Decision”), has been published in the Official Gazette No. 33199 on March 17, 2026.
The Decision concerns the provisions in Articles 616 and 621 of the Turkish Commercial Code (“TCC”), which specifically regulate the decision-making and litigation mechanisms related to removing a shareholder from a two-shareholder limited company.
Under the TCC, the removal of a shareholder for justified reasons is possible through a general assembly resolution, requiring at least two-thirds of the votes represented and a simple majority of the entire share capital with voting rights. However, the Constitutional Court has determined that this system cannot be practically implemented in two-shareholder limited companies.
In such structures, when one shareholder wishes to remove the other, the necessary qualified majority cannot be achieved, making it impossible to pass a resolution in the general assembly, and the removal mechanism becomes effectively non-functional. It has been assessed that this situation eliminates the possibility of removal even if justified reasons exist.
The Court also noted that this structure renders the legal remedy to the court ineffective, leading to unresolved disputes between shareholders and the paralysis of company activities.
Within this framework, the Constitutional Court concluded that these regulations eliminate the effective right of appeal for two-shareholder limited companies, undermine constitutional protections related to entrepreneurial freedom, and annulled the relevant provisions on this basis. However, it should be noted that the Court’s majority opinion considered the regulation in the context of two-shareholder limited companies where the shareholders hold equal shares.
The decision emphasizes that the mechanism for removing a shareholder in limited companies should be not only theoretical but also practical and applicable, highlighting the need for new regulations to address the deadlock issue in companies with equal shares.
In the dissenting opinion, it was argued that limited companies are based on a trust relationship, that the current regulation maintains the balance between shareholders, and therefore, the deadlock in two-shareholder companies with equal shares does not constitute a constitutional violation. Additionally, expanding the removal mechanism could pose risks to minority shareholders, and the legislative discretion in this regard should be preserved.
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