In this article
MisakLex • Corporate law • Updated: 13 September 2026
When a business is going well, shareholders often handle their roles and expectations through oral understandings. Once a dispute arises, the same questions become important: who can see the accounts, who represents the company, why are profits not distributed, and how may a shareholder leave? If a shareholder lives outside Türkiye or does not know the language of the company’s documents well, access to information can become still more difficult.
The first objective in a shareholder dispute is to identify the problem correctly. Exclusion from management, failure to receive dividends, harm to the company, and inability to sell shares call for different legal routes. This article explains the principal rights available in joint-stock and limited liability companies and the documents to prepare before a dispute grows. Not every dispute has to end in winding up the company: disclosure of accounts, a change of management, or an orderly share transfer may provide a solution.
1. Being a shareholder is different from being a manager or director
A shareholder is a person who holds an interest in a company. A manager or board member performs management duties. Authority to represent means the power to transact with third parties on behalf of the company. These roles may be held by the same person, but they are not interchangeable. A person with a fifty-percent interest who cannot conduct bank transactions alone has not necessarily suffered a breach of shareholder rights. The representation rules should be examined first. 11
Likewise, removal as manager does not automatically end a person’s shareholding. Nor should it be assumed that a share transfer automatically ends a management position or a personal suretyship. Resolving the dispute may require a separate step for each capacity. A “separation protocol” drafted without distinguishing them may fail to provide the certainty the parties expect.
An initial review should assemble the current articles of association, trade registry records, share ledger, and management and representation resolutions. Any separate shareholders’ agreement is also assessed. Whether a power set out in a private agreement between the parties has the same effect for the company’s organs must, however, be examined separately. Breach of contract and invalidity of a corporate resolution are not the same issue. 1, 21,2
2. What rights apply if company accounts are withheld?
In a limited liability company, every shareholder may request information from the managers about all company affairs and accounts and inspect specific matters. If there is a risk that information will be used to the company’s detriment, the managers may restrict access to the necessary extent; an appeal to the general meeting and then, under statutory conditions, court review may follow. A blanket refusal that “you are a minority shareholder and cannot see the accounts” is no legal explanation. 1, 31,3
In a joint-stock company, the right to information and inspection follows a different procedure. There are documents to be made available before the general meeting, questions that may be put to the board at the meeting, and routes to court. A request left unanswered and one expressly rejected do not have the same effect on the period for applying. Rather than assume one general deadline, each case requires the date of the request and the response to be identified. 11
In practice, specifying the transactions to be examined is more useful than a vague request for “all accounts.” Information may be sought about particular bank transfers, payments to shareholders, major customer contracts, or a property sale, with dates and subjects stated. A written request and record of delivery allow the other side to explain and show, if a later application is needed, which question went unanswered.
A right to information is not an unlimited right to spread company secrets to third parties. Particularly where a shareholder also operates a competing business, the company’s interests and the shareholder’s rights must be balanced. Expert review and confidentiality-preserving methods may be considered if needed. Unauthorized access to company computers or taking over employees’ personal accounts is not lawful evidence gathering.
3. If the company makes a profit but makes no payment
Money in the company’s bank account does not mean all of it is distributable to shareholders. Profit distribution depends on financial statements, past losses, required reserves, the articles of association, and a resolution of the competent organ. Articles 507 et seq. of the Turkish Commercial Code (TTK) matter for joint-stock companies, and particularly Articles 608 et seq. for limited liability companies. A shareholder’s withdrawal of cash from the company because they consider it their share does not replace a duly authorized distribution. 11
Failure to distribute profit is not unlawful by itself. Financing needs and investment plans may provide valid reasons. But a different assessment is needed if majority shareholders obtain high salaries, payments to related companies, or personal benefits while another shareholder continuously receives nothing. The review should then cover not just the distribution resolution but also transactions that reduce profit.
For instance, if the controlling shareholder who manages the company transfers its customer portfolio to another business they own, the issue is more than “not receiving dividends.” Harm to the company, the manager’s duties of loyalty and care, related-party transactions, and the lawfulness of decisions must be assessed together. Who should bring a claim and to whom compensation should be paid also depend on whether the loss belongs to the company or directly to the shareholder. 11
4. When may a general meeting decision be challenged?
A general meeting resolution contrary to law, the articles of association, or good faith may be challenged by an action for annulment. The basic period in Article 445 TTK is three months from the date of the resolution. Relevant joint-stock company provisions also apply to limited liability company general meetings through Article 622. Particular care is needed because the period generally does not start on the date the resolution is learned of. 1, 31,3
Persons who may sue and the applicable conditions are set out separately. In some cases it matters whether a shareholder who attended the meeting voted against the resolution and had their dissent entered in the minutes. Irregular notice or unjustified exclusion from a meeting are assessed separately. Remaining silent at the meeting or signing minutes without reading them may complicate a later challenge. Preparation should begin before the pleading stage.
Not every defective resolution is merely voidable. Where fundamental shareholder rights or the company’s basic structure are seriously violated, nullity from the outset may be considered. Yet calling every irregularity “nullity” after missing the deadline is no solution. The character of the resolution and the remedy must be examined individually. Filing suit does not itself suspend implementation; appropriate interim protection should be sought where needed. 11
5. How can a deadlock between equal shareholders be resolved?
In structures where two shareholders have equal voting power, a disagreement may halt daily operations. Failure to appoint a new manager, approve a budget, or perform an essential act reduces company value. Yet not every difference of opinion is a legal deadlock requiring a remedy. First establish precisely which decision cannot be taken and which voting threshold or contractual term prevents it.
A solution may be agreement on particular issues, redistribution of management roles, adding an independent person to management, or one party buying the other’s shares. The chosen method must be permitted by the articles of association and existing powers. It should not be assumed that a court will generally take commercial decisions for the shareholders.
Negotiation stages and buyout mechanisms can be added to an agreement for future deadlocks. But mechanisms under which one party names a price and forces the other to choose to buy or sell may disadvantage the financially weaker shareholder. The valuation date, time for financing, payment security, and possible abuse must be addressed expressly. A foreign investor who must transfer money from abroad also needs a realistic timetable.
6. Is it possible to leave a limited liability company?
The articles of a limited liability company may confer an exit right and attach conditions to it. In addition, any shareholder may ask the court to order their exit where there is just cause. Article 638 TTK provides this specific route. Serious long-term exclusion or conduct making the relationship intolerable must be assessed on concrete evidence; mere personal disagreement is not sufficient in every case. 1, 31,3
Exit is not the same transaction as selling the share to a third party. A share sale needs a buyer and a valid transfer. Exit terminates the membership and brings a settlement amount into issue. The true value of the share and payment terms are separate questions. Because of statutory capital-maintenance and payment conditions, a court-ordered exit does not always mean immediate and full collection of the amount. 11
Expulsion of a shareholder is likewise not left to the majority’s unrestricted discretion. Contractual grounds, the resolution process, a court application for just cause, and related action rights must be assessed separately. If the shareholders agree, the payment schedule, security, end of management duties, claims against the company, and personal suretyships should be dealt with consistently in the same protocol.
7. Is there the same exit right in a joint-stock company?
A joint-stock company shareholder does not have the same general just-cause exit route as a limited liability company shareholder. Share transfer options, restrictions in the articles, and specific statutory rights must be examined. Under Article 531 TTK, shareholders representing at least one tenth of the capital, or one twentieth in a publicly held company, may seek dissolution for just cause. This is not an unconditional exit right granted to every shareholder. 1, 31,3
Instead of dissolution, the court may order the claimant shareholders’ removal upon payment of the true value of their shares, or another appropriate solution. The statutory availability of alternatives matters, but no particular outcome can be guaranteed in advance. The company’s continuity, seriousness of the dispute, and parties’ positions are considered together.
8. Preparing a claim and the limits of settlement
An application file should contain a timeline, meeting notices, minutes, information requests, financial records, and the disputed transactions. Lawfully obtained emails and messages should also be retained with their context. The full conversation, attachments, and transaction dates often explain more than one screenshot.
Not all commercial disputes follow the same mediation rule. Mandatory pre-action mediation under Article 5/A TTK applies to claims for money, such as receivables and compensation, within its scope. It cannot automatically be applied to distinct claims such as annulment of a general meeting resolution. If several remedies are brought together, procedural prerequisites and time limits must be planned jointly. 11
A settlement should address not only the share price but also the allocation of debts, claims against the company, signing powers, bank security, brand use, and delivery of documents. In particular, releasing a personal suretyship is a separate matter that may require the creditor’s consent. Shareholders’ agreement between themselves that “all debts belong to the other party” does not automatically bind a nonparty creditor. 22
9. How should the value of a share be assessed?
In exit talks, registered capital should not be confused with the economic value of the business. Capital shows the commitment of founders or later shareholders; it does not alone determine the price at which the company could be sold today. Customer relationships, brands, recurring revenue, property, debts, and ongoing disputes may affect value. High turnover alone likewise does not prove a high share price; profitability and cash generation require separate review.
The valuation date, treatment of receivables from shareholders, and whether off-company security affects price should be explained. The statutory true-value measure matters for court-ordered exit. For a consensual sale, the chosen pricing method and underlying financial documents should be made clear. Two reports on the same company may reach different results because of different assumptions; that alone does not establish bad faith in either report. 11
For example, if a shareholder has separately borrowed from the company, the relationship between the sale price and that debt should be written down. If the share price will be paid in instalments, the timing of transfer, scope of security, and consequences of a missed instalment must be specified. An agreement on “leaving the company” will then be less likely to become a dispute over collecting the price or setting off debt shortly afterward.
When a foreign shareholder joins negotiations remotely, it is also useful for them to review documents in a language they understand and for the signatory representative’s authority to be clear. Translated financial statements should match the originals. Any undisclosed release of claims or waiver of rights in the text to be signed deserves as much scrutiny as the price.
Conclusion: Identify the right and the objective first
The most effective start to a shareholder dispute is to identify what is to be protected before demanding that the company be closed. Access to accounts, correction of management, compensation of loss, and exit require different tools. The right documents and a timely application improve both bargaining position and the effectiveness of judicial protection.
This article is for general information. No definite assessment of a specific action’s deadline or outcome can be made without reviewing the articles of association, share percentage, meeting minutes, and chronology.
Sources
Sources checked on 13 September 2026. Numbers in the text refer to the sources below.
[1] 6102 sayılı Türk Ticaret Kanunu. Relevant corporate-law provisions; legislative text with amendment notes, KS Law Mevzuat Access source
[2] 6098 sayılı Türk Borçlar Kanunu. In particular Articles 26–27, 112, 202, and 581–603. Legislative text with amendment notes Access source
[3] 6102 sayılı Türk Ticaret Kanunu, text adopted by TBMM. For comparison of unchanged provisions; subsequent amendments separately checked Access source