Removing a Manager from a Turkish Limited Company: TCC Article 630, Just Cause and Representation Authority

1. Article 630 separates corporate removal from judicial just-cause protection

Managers of a limited company exercise day-to-day management and representation powers that can affect every asset, employee, contract and tax obligation. Turkish law therefore does not make management office irrevocable.

The company’s general assembly has corporate powers concerning manager appointment and removal under the statutory framework. Article 630 also recognises that a shareholder can need court protection where the corporate majority refuses to act against a problematic manager.

The legal route should match the governance structure and urgency.

2. The general assembly can remove a manager

The company should follow the Commercial Code, articles and valid meeting procedure. Call, agenda, quorum, voting restrictions and conflict rules can affect the resolution.

A manager who is also a shareholder does not become immune from removal merely because of ownership. The effect on shareholding and the effect on management office are separate.

The resolution should define the effective date and who will assume management after removal so the company is not left without functioning representation.

3. Management office and representation authority must be coordinated

A person can have management functions and registered authority to bind the company. Removing one role without correcting the public representation record can create risk for third parties and banks.

Trade-registry filings and signature circulars should therefore be updated promptly after a valid change.

Third-party protection rules can apply to acts made before public records are corrected.

4. Every shareholder can seek judicial restriction or removal for just cause

Article 630 gives a shareholder a direct court remedy where management or representation authority should be limited or removed because of just cause.

This is especially important in a majority-controlled company where the manager and controlling shareholder are aligned and the general assembly will not voluntarily intervene.

The claimant should identify the exact authority to be removed or restricted and the facts creating urgency.

5. Just cause requires serious management-related circumstances

Ordinary disagreement over strategy is not enough. The court examines whether the manager has seriously breached duties, lost necessary managerial ability or otherwise created circumstances making continued authority unreasonable.

Duration, repetition, harm and risk of future harm matter.

Article 626 duties of care, loyalty and company interest are important reference points.

6. Serious breach of statutory or contractual duties is a core example

Ignoring mandatory accounting, executing prohibited distributions, concealing material company information or repeatedly acting outside authority can support a just-cause case.

The claimant should link the conduct to specific obligations rather than make personality-based accusations.

Warnings and prior resolutions can show that the problem is persistent.

7. A manager can lose the ability necessary for proper administration

Management requires legal and practical capacity to perform the company’s affairs. A serious long-term inability to perform the role can justify intervention even without moral blame.

The court should distinguish temporary absence from an enduring inability that jeopardises the company.

Succession planning and replacement management should be prepared.

8. Conflicts of interest can support removal where company interests are compromised

A manager can own or control another business dealing with the company. Related-party transactions are not automatically unlawful, but undisclosed self-dealing, non-market terms or diversion of opportunities can breach loyalty obligations.

Corporate records should show disclosure, approval and commercial justification.

Persistent self-dealing can justify both removal and damages.

9. Asset diversion can require urgent judicial protection

Transfers to related entities, unexplained cash withdrawals, fictitious service fees or disposal of key assets can rapidly destroy company value.

Where evidence supports an immediate risk, interim measures can be requested under procedural law to preserve assets or restrict particular acts.

The requested measure should be targeted rather than shutting down legitimate operations.

10. Blocking shareholder information can be part of the management breach

Article 614 gives shareholders statutory information and inspection rights. A manager who systematically refuses legitimate requests can create evidence of broader governance abuse.

The shareholder should use the Article 614 procedure and preserve written refusals.

Information disputes alone can sometimes be solved without removal, but repeated deliberate obstruction can strengthen a just-cause case.

11. Interim measures can be decisive before final judgment

A removal action can lose practical value if the manager can transfer assets or alter records during the case. Procedural interim protection should be considered at filing.

Possible requests depend on the specific risk and cannot be presumed automatically.

Evidence of urgency and irreparable or difficult-to-remedy harm should be prepared.

12. A successful removal must be reflected in the trade registry

Corporate changes in manager and representation status should be registered and announced as required. The public record protects transactional certainty.

Companies should also update bank mandates, e-signatures, tax portals, social-security systems and key counterparties.

Leaving obsolete authority active operationally can create new disputes.

13. Signature authority should match the new governance structure

After removal, surviving or newly appointed managers should receive clear representation authority. Joint signatures, monetary limits or internal approval systems can be implemented within legal limits.

Internal restrictions that cannot be asserted against third parties should not be confused with registered representation rules.

Banks should receive updated signature documentation immediately.

14. Removal does not compensate past damage

Article 630 protects against continued problematic management. If the company already suffered financial loss, an Article 553 liability claim applied through Article 644 can be necessary.

The claimant should identify loss, fault and causation separately from just cause.

Our foreign limited-company manager liability guide explains that damages framework.

15. Public-debt responsibility is separate again

A removed manager can still face public-debt claims relating to the period and statutory conditions of representation. Removal does not erase historical tax or social-security responsibility automatically.

Appointment, removal and registry dates should be preserved for any later collection dispute.

Our public-debt guide addresses that issue.

16. Foreign participants should resolve document and service mechanics early

Foreign shareholders can act through Turkish counsel under a properly authenticated power of attorney. Foreign managers should ensure their address and service information are accurate.

Corporate resolutions from a foreign parent do not themselves remove a Turkish limited-company manager unless Turkish corporate procedure is completed.

Bakırcı & Keskin Hukuk Bürosu has physical offices in Istanbul and Mersin. Commercial disputes throughout Türkiye can be coordinated from these offices subject to competent court and procedural rules.

17. Build the file around decisions, transactions and consequences

Manager resolutions, general assembly minutes, company books, contracts, bank statements, information requests, email instructions and expert reports can establish the case.

A chronology should show what the manager was required to do, what occurred, the resulting harm or risk and why less severe remedies are inadequate.

Evidence preservation should begin before confrontation causes records to disappear.

Conclusion

TCC Article 630 is the central remedy for removing or restricting a limited-company manager whose continued authority is no longer legally sustainable. The shareholder should distinguish corporate removal, judicial just-cause intervention, interim protection and damages. For foreign investors, timely trade-registry correction and preservation of management-period evidence are as important as the court judgment itself.