Discharge and restraint of authority of managers in limited liability company

The Turkish Commercial Code (TCC) has a unique article for discharge of a manager in a limited liability company. Thise uniquness has some crucial effects on application of this article; such as neccesity to stick on general assembly agenda and concept of just cause. In this study ı tried to examine not only the systmem of discharge of a manager but also restriction of his/her authority. The method of this system is divided two main chapters which of first contains application by general assembly of company and second application by court. TCC art. 630 on which this study focus, four sub – articles. First and second one are methodize main characteristics of application of discharge/restriction of authority of a manager. Sub – article two contains also a concept of "just cause" which is esssentialy the case built on. By this study defitinition and standardization of the notion "just cause" ise one of the main achivement. Precedents of Court of Cassaion, which are applied every chapter of the study, are strong impact especially on understanding of "just cause" and as well as methods of discharge/restriciton of manager. Keywords: Limited Liability Company, Just Cause, Manager, Restriction of Authority