Withdrawal from limited liabilities companies upon reasonable reason

The purpose of this study is to examine withdrawal from limited liability companies upon reasonable reason (just cause). Although the limited liability company is designed as a capital company in the Turkish Commercial Code, it also has characteristics specific to personal companies, which can be clearly seen in the Swiss Code of Obligations as well. Therefore the personal relationships among partners are important in limited liability companies. Due to importance of the personal relationships amongs partners of limited liability companies, withdrawal is not as easy as the one in joint stock companies. Therefore the shareholders can withdraw from a limited liability company only upon reasonable reasons by filing a lawsuit unless there is no right whereof in deed of partnership. This study includes four parts. In the first part of the study, the structure of limited liabilitiy companies, the title of membership and the situations of losing the title of partnership are examined, one of which is withdrawal from limited liability companies. In this part, the right of withrawal from limited liability companies upon reasonable reasons is introduced and its connection with the other ways, which result in withdrawal of a partner. In the second part, the concept of the reasonable reason (just cause) is juridically examined in detail especially within the scop of Article 638/2 Turkish Commercial Code. Additionally some examples of reasonable reasons, which are seen in practice, are given by analyzing. In the third part, the case of withdrawal from the limited liability company is examined in respect of law of civil procedure. In the forth part of the study, which is also the last part, the consequences of the withdrawal of a partner in a limited liability company incluiding partnership buyout are examined.