Removal From Partnership
In companies with more than one shareholder, It is likely that there are disagreements between partners and therefore the company becomes inoperable. Disputes between partners sometimes reach such position where a partner never enters the building of the business and does not have information about the progress of it. On the other hand, there are also partners who can take action against the business and act deliberately against the business. In this case, since the company will not be able to continue with the same shareholder structure, either the partner requests to leave the company, or to request that the partner who damaged the partnership be removed from the company. If there is a provision in the articles of association, it is possible to remove a partner from the partnership based on the contract. Undoubtedly, this provision should not be illegal and should be used on-site. If there is no provision in the contract, it will be necessary to apply to the court.
If it is applied to the court for the removal of a partner from the company, it is necessary to prove the justified reason. The court, which evaluates the request of removal of a partner from the company, should evaluate whether the underlying reason for this request is justified, determine whether the partnership will work harmoniously with the removal of the partner from the company. And the principle that removal is a last solution should also be observed.
Taking actions that constitute a crime generally results in the dismissal from the company. For example, making decisions by imitating the signatures of the partner who does not attend company meetings is a criminal behavior and is also the reason for being expelled from the company.
Even if the subject does not constitute a crime, it is the reason for the dismissal to act against the partnership. Due to the difficulties in the partnership structure, complaining and reporting the company’s actions to the relevant authorities, even if the actions are faulty, will be against the company and lead to the removal of the partner from the company.
If it is not possible to get the partner who works against the company, commites a crime or prevents the harmonious work of the company out of the company by agreeing with the partner, it will be necessary to apply to the court and request the dismissal of this partner from the company. Of course, along with the dismissal decision, the profit share and stock value of the partner must also be paid to the partner.
In practice, the valuation of company stocks is done through experts, and there are many methods for determining the stock value. However, it is a known fact that the real situation of the companies is not reflected in the balance sheets, the real income of the companies are not shown in order to pay less taxes. For this reason, it cannot be said that the partner who is removed is given real stock value. For this reason, it is important to prevent unregistered work of the company while keeping the partnership, to keep its commercial books properly and to ensure the payment of public debts.
Leaving The Partneship
If a partner has a desire to leave the company and if an agreement cannot be reached with other partners, the right to quit can be used by applying to the articles of association, if there is a relevant provision. If there is no provision in the contract, it is necessary to apply to the court and file a lawsuit. It is also possible for other partners to participate in the lawsuit filed by a partner. It is a common occurrence when the financial situation of the company is deliberately shown to be worse by other partners in order to pay less to the partner who wishes to leave when the case for leaving is filed. For this reason, when the lawsuit is filed, the rights of the partner who wishes to leave will be guaranteed by taking necessary measures by the court.
Since such cases require experience and substantial commercial law knowledge, the company and other partners who wish to remove a partner from the company must obtain legal aid from an attorney specializing in commercial law. Although there is no legal obstacle, attempting to follow such cases without an attorney will cause great loss of rights.