A Practical Legal Guide to Minority Shareholder Protection, Forced Exit and Squeeze-Out Rights in Türkiye
Last Updated: August 2026

A foreign investor may enter a Turkish company by purchasing 10%, 20%, 30% or even 49% of its shares while the founders or another investor continue to hold the majority.

A common concern then arises:

Can the Turkish majority shareholder simply remove the foreign investor from the company?

As a general rule, no.

A majority shareholder cannot simply cancel a foreign investor’s shares, remove their name from the company records or force them to sell merely because the majority shareholder controls the general assembly.

Ownership of shares is legally different from control of management.

A majority shareholder may normally have enough voting power to:

• appoint directors,
• remove directors,
• approve ordinary corporate decisions,
• influence dividend policy,
• determine management strategy, and
• control the general assembly.

However, holding the majority does not automatically create a right to confiscate or cancel the minority shareholder’s shares.

Turkish law recognises several protections for minority investors.

At the same time, there are exceptional mechanisms through which a minority shareholder may ultimately be forced to leave the company. These mechanisms include:

• expulsion from a Turkish limited company under specific statutory conditions,
• a squeeze-out right within a corporate group under Article 208 of the Turkish Commercial Code,
• compulsory exit through certain merger structures,
• court-ordered solutions in shareholder disputes, and
• contractual exit mechanisms agreed in a shareholders’ agreement.

The legal position therefore depends heavily on whether the company is:

an Anonim Şirket (A.Ş.)

or

a Limited Şirket (Ltd. Şti.).

1. Are Foreign Shareholders Treated Differently from Turkish Shareholders?

Generally, no.

Under Türkiye’s Foreign Direct Investment Law No. 4875, foreign investors are generally subject to the same treatment as domestic investors unless otherwise provided by international agreements or special legislation.

This means that a foreign investor does not lose shareholder protection merely because:

• they are not a Turkish citizen,
• they live outside Türkiye,
• their investment was made from abroad, or
• the majority shareholder is Turkish.

For example:

Turkish Founder: 70%
German Investor: 30%

The German investor’s shareholder rights are principally governed by the Turkish Commercial Code, the company’s articles of association and any shareholders’ agreement.

The majority shareholder cannot legally argue:

“You are a foreign investor, therefore we can cancel your shares.”

There is no general rule allowing such treatment.

2. The Most Important Distinction: Ownership vs Management

Foreign investors should distinguish two completely different concepts:

Losing management control

and

Losing ownership of shares.

A minority investor can sometimes be removed from:

• the board of directors,
• a manager position,
• signature authority, or
• day-to-day management

without losing its shares.

For example, assume:

Founder: 75%
Foreign Investor: 25%

The foreign investor is also a member of the board.

The founder may potentially have sufficient voting power to remove that person from the board, depending on the articles of association, applicable voting rules and any special board representation rights.

Under Article 364 of the Turkish Commercial Code, board members of an A.Ş. may generally be removed by the general assembly where the statutory conditions are satisfied.

But removing someone from the board does not automatically cancel their shares.

The investor may therefore become:

a 25% shareholder with no management position.

This distinction is extremely important in shareholder disputes.

3. Can the Majority Shareholder Simply Vote to Cancel the Minority’s Shares?

Generally, no.

A simple general assembly decision stating:

“The foreign shareholder is removed from the company”

will not normally be sufficient in an A.Ş.

Share ownership is protected by mandatory provisions of Turkish corporate law.

The majority principle allows the company to function, but it does not permit the majority to destroy minority ownership rights arbitrarily.

Turkish Commercial Code Article 357 expressly provides that shareholders must be treated equally under equal circumstances.

Accordingly, majority control must still be exercised consistently with:

• the law,
• the articles of association,
• good faith,
• equal treatment of shareholders, and
• the legitimate interests of the company.

4. Is It Easier to Remove a Shareholder from an A.Ş. or an Ltd. Şti.?

This is one of the most important distinctions.

Anonim Şirket — A.Ş.

In an ordinary non-public A.Ş., there is no general right allowing the majority shareholder to expel another shareholder simply because relations have deteriorated.

Shareholding is primarily capital-based.

Therefore, disagreement with the founder is not normally enough to remove the investor.

Limited Şirket — Ltd. Şti.

The situation is different.

The Turkish Commercial Code expressly contains mechanisms allowing a limited company partner to be removed under certain circumstances.

Article 640 provides two principal possibilities:

1. removal based on grounds already specified in the company’s articles of association; and
2. removal through a court decision based on just cause upon the company’s request.

Consequently, minority investors purchasing shares in an Ltd. Şti. should carefully review the articles of association before investing.

5. Removal Under the Articles of Association of an Ltd. Şti.

Article 640/1 of the Turkish Commercial Code permits the articles of association of a limited company to specify circumstances in which a shareholder may be removed by general assembly resolution.

Possible grounds may relate, depending on the particular drafting and legality of the provision, to matters such as:

• serious breach of shareholder obligations,
• breach of a non-compete obligation,
• serious breach of confidentiality,
• specified conduct damaging the company,
• failure to comply with agreed obligations, or
• other objectively identifiable contractual grounds.

However, the majority cannot necessarily invent a new removal ground after the foreign investor enters the company and then immediately use it against them.

Article 621/3 provides an important protection: adding shareholder-removal grounds to the articles of association later requires unanimous approval of all shareholders representing the share capital.

This is an important protection for existing minority investors.

6. Can the Foreign Investor Challenge an Expulsion Resolution?

Yes.

Where an Ltd. Şti. shareholder is removed by general assembly resolution based on a ground contained in the articles of association, Article 640/2 allows that shareholder to bring an action challenging the resolution.

The statutory period is:

three months from notification of the expulsion resolution through a notary public.

Therefore, a foreign investor receiving an expulsion notice should not simply ignore it.

Immediate review of:

• the articles of association,
• general assembly minutes,
• voting percentages,
• alleged removal ground,
• notice procedure, and
• underlying evidence

is essential.

7. Can an Ltd. Şti. Remove a Shareholder for “Just Cause”?

Yes, but this is not merely a decision of the majority shareholder.

Under Article 640/3, the company may request that the court remove a shareholder where there is just cause.

This distinction is important.

The majority shareholder does not simply sign a document and seize the minority shares.

A judicial process is involved.

Possible just causes may depend heavily on the circumstances but can potentially include serious conduct such as:

• major breach of loyalty obligations,
• serious damage to the company,
• persistent conduct making continuation of the shareholder relationship unreasonable,
• prohibited competition,
• misuse of company assets,
• severe obstruction of company activities, or
• other substantial breaches.

Ordinary disagreements concerning business strategy should not automatically amount to just cause.

8. What Majority Is Needed to Start an Expulsion Case in an Ltd. Şti.?

This is especially important.

Article 621 treats a decision to apply to court for removal of a shareholder for just cause as an important general assembly decision.

The resolution generally requires both:

• at least two-thirds of the votes represented at the meeting, and
• an absolute majority of the entire share capital carrying voting rights.

The same qualified voting regime applies to removal based on a reason stipulated in the articles.

Accordingly, the percentage held by the majority shareholder matters significantly.

A shareholder holding 51% does not necessarily have the same practical removal power as a shareholder holding 80%.

9. Yargıtay’s Approach to Limited-Company Expulsion

The voting mechanics surrounding shareholder removal have generated important Turkish case law.

The Turkish Court of Cassation’s General Assembly of Civil Chambers has held that the qualified corporate resolution required under Article 621 is a procedural prerequisite for a just-cause expulsion claim brought by the company.

More recent Court of Cassation case summaries also show continued litigation concerning whether the shareholder targeted for removal should be counted or permitted to vote when calculating the required majority. A 2025 decision of the 11th Civil Chamber addressed these voting calculations in the context of Article 621 and shareholder expulsion.

This demonstrates why an apparently simple shareholder-removal decision may become complex corporate litigation.

10. Does the Removed Shareholder Lose the Economic Value of Their Shares?

No.

Removal does not normally mean confiscation.

Under Article 641, a shareholder leaving a Turkish limited company is generally entitled to a separation payment corresponding to the real value of their capital share.

Therefore, a majority shareholder generally cannot lawfully say:

“You are removed, and your investment is now worth zero.”

The valuation of the investor’s shares may itself become a significant dispute.

Relevant factors can include:

• company assets,
• liabilities,
• profitability,
• receivables,
• intellectual property,
• customer portfolio,
• goodwill,
• real estate,
• market position, and
• future earning potential.

For valuable companies, determining the “real value” may require expert valuation.

11. Can a Majority Shareholder Force Out a Minority Investor from an A.Ş.?

The answer is much more restrictive.

There is no ordinary general expulsion mechanism comparable to Article 640 simply because a shareholder relationship has deteriorated.

Therefore:

51% ownership is not enough.

70% ownership is not automatically enough.

80% ownership is not automatically enough.

Even a shareholder controlling a very substantial majority cannot normally cancel the remaining shares merely because they want complete ownership.

However, special squeeze-out provisions can apply in specific circumstances.

12. The 90% Squeeze-Out Rule Under TCC Article 208

Article 208 of the Turkish Commercial Code creates an exceptional purchase right within corporate-group relationships.

Where a dominant company directly or indirectly owns at least:

90% of both the shares and voting rights

of another capital company, it may potentially purchase the minority shares if the minority:

• obstructs the operation of the company,
• acts contrary to the principle of good faith,
• creates noticeable difficulties, or
• acts recklessly.

This is often described as a Turkish-law squeeze-out mechanism.

But the 90% threshold alone does not automatically permit expulsion.

There must also be qualifying conduct by the minority.

13. Article 208 Does Not Mean “90% Can Always Remove 10%”

This is a very important point.

Assume:

Foreign Parent Company: 90%
Minority Investor: 10%

The 90% shareholder cannot automatically invoke Article 208 simply because it would prefer to own 100%.

The minority shareholder’s conduct must also fall within the statutory requirements.

For example, the dominant company may allege that the minority investor:

• systematically obstructs necessary corporate decisions,
• abuses shareholder rights,
• acts in bad faith,
• intentionally creates significant operational difficulties, or
• engages in reckless conduct harming corporate operations.

Article 208 therefore combines:

an ownership threshold

with

behavioural requirements.

Court practice includes cases in which dominant companies have sought judicial transfer of minority shares under Article 208 and requested expert valuation of those shares.

14. What if the 90% Shareholder Is an Individual?

Another technical point is important.

Article 208 refers specifically to the rights of a dominant company within the Turkish Commercial Code’s group-of-companies regime.

Turkish court decisions have therefore distinguished between a company holding the required controlling interest and an individual majority shareholder.

In reported litigation, courts have rejected attempts by an individual majority shareholder to rely directly on Article 208 where the statutory right belonged to a qualifying dominant company.

Therefore:

90% held by a corporation

and

90% held by an individual

may not produce the same Article 208 analysis.

15. How Is the Minority Share Price Determined Under Article 208?

Article 208 does not allow the controlling company to determine an arbitrary price.

The statute refers to:

• market value where applicable, or
• the valuation mechanism referenced in Article 202.

The objective is to provide an economically justified value rather than allowing the controlling shareholder to confiscate the minority stake.

In disputed cases, expert valuation may therefore become central.

For a foreign investor, this means that even where a valid squeeze-out mechanism applies, the question:

“Can they remove me?”

must be separated from:

“What must they pay me?”

16. Can a Minority Investor Be Forced Out Through a Merger?

Yes, in certain circumstances.

Turkish merger law contains another important squeeze-out mechanism.

Article 141 allows a merger agreement to provide a separation payment (ayrılma akçesi) rather than continuing shareholder rights in the surviving company.

Where the merger agreement provides for such a separation payment, Article 151/5 requires, for a transferring capital company, approval representing 90% of the existing voting rights.

This mechanism can result in certain shareholders being required to leave the transferring company in exchange for compensation.

Turkish corporate law literature commonly refers to this as a:

squeeze-out merger

or

cash-out merger.

17. Can the Majority Use a Fake Merger Just to Remove the Foreign Investor?

A merger cannot automatically be used as a device to disregard mandatory shareholder rights.

Merger procedures are subject to statutory requirements involving:

• merger agreements,
• corporate approvals,
• information rights,
• documentation,
• valuation,
• registration, and
• creditor/shareholder protections.

A transaction structured abusively solely to deprive a minority investor of legitimate rights may give rise to litigation.

Therefore, a foreign investor facing a merger proposal should immediately examine:

• the commercial rationale,
• valuation,
• proposed separation payment,
• voting structure,
• merger documents, and
• whether the procedure complies with Articles 134 et seq. of the Turkish Commercial Code.

18. Can the Majority Dilute the Foreign Investor Instead of Removing Them?

This is one of the most common practical risks.

Imagine:

Founder: 70%
Foreign Investor: 30%

The company increases its capital substantially.

The foreign investor does not participate.

After the capital increase, the foreign investor’s percentage might fall dramatically.

This is called share dilution.

But Turkish law provides protection.

Under Article 461, each shareholder of an A.Ş. generally has a pre-emptive right (rüçhan hakkı) to subscribe for newly issued shares in proportion to the shareholder’s existing ownership.

19. Can the Majority Cancel the Foreign Investor’s Pre-Emptive Rights?

Only under restricted circumstances.

Article 461 provides that pre-emptive rights may generally be restricted or removed only:

• where there is a justified reason, and
• with at least 60% of the share capital voting in favour.

Most importantly, the restriction cannot be used to unjustifiably benefit one person or unjustifiably cause another person loss.

Therefore, a capital increase specifically designed to:

• dilute the foreign investor,
• transfer value to the majority,
• eliminate effective minority rights, or
• force the investor to sell cheaply

may be challengeable.

20. Can the Majority Stop Paying Dividends to Pressure the Minority?

Dividend policy is another common area of shareholder conflict.

A majority shareholder may attempt to pressure a minority investor by repeatedly retaining profits while obtaining economic benefits through:

• management fees,
• salaries,
• related-party agreements,
• rental payments,
• consulting agreements, or
• transfers to affiliated companies.

Not every decision to retain profits is unlawful.

Companies may legitimately retain earnings for:

• investments,
• working capital,
• expansion,
• debt repayment, or
• financial stability.

However, systematic use of majority power to deprive the minority of economic benefits while transferring value to the controlling shareholders can raise serious questions concerning:

• good faith,
• equal treatment,
• abuse of majority power,
• related-party transactions, and
• controlling-company liability.

21. Protection Against Abuse by a Controlling Company

Articles 195 et seq. of the Turkish Commercial Code contain special rules governing groups of companies.

Article 202 prohibits a controlling company from exercising its control in a way that causes unlawful loss to its subsidiary unless the loss is properly compensated within the statutory framework.

Examples specified by the statute include causing the subsidiary to:

• transfer assets,
• transfer funds,
• assume liabilities,
• reduce profits,
• provide guarantees,
• restrict investments, or
• engage in transactions damaging its economic position.

This can become highly relevant where the majority shareholder is itself a foreign or Turkish corporate group.

22. Can the Foreign Investor Challenge General Assembly Decisions?

Yes.

Article 445 of the Turkish Commercial Code permits actions for annulment of general assembly resolutions that violate:

• the law,
• the articles of association, or
• particularly the principle of good faith.

The general statutory period is:

three months from the date of the resolution.

Therefore, timing is critical.

A shareholder who waits for many months after an abusive capital increase or corporate resolution may lose an important procedural remedy.

23. Should the Minority Investor Record Its Objection at the Meeting?

In many cases, yes.

Under Article 446, a shareholder who attends a general assembly and intends later to challenge a decision will generally need to:

• vote against the resolution, and
• have the opposition recorded in the minutes,

subject to the statutory exceptions concerning irregular notice, unlawful exclusion from the meeting and similar procedural defects.

Therefore, foreign investors should avoid treating general assembly minutes as a mere administrative formality.

The exact wording recorded in the minutes may later become important evidence.

24. Does a Minority Shareholder Have a Right to See Company Information?

Yes.

Article 437 grants shareholders substantial information and inspection rights.

Among other things, shareholders may review financial statements and certain company reports before the general assembly and may request information from the board concerning company affairs.

Therefore, a majority shareholder cannot simply argue:

“You only own 20%, so you have no right to know what the company is doing.”

The investor remains a shareholder and retains statutory rights.

However, information rights are not unlimited; legitimate company secrets and protected interests may justify restrictions under the statutory framework.

25. Can the Minority Request a Special Audit?

Potentially, yes.

Turkish law provides a special audit (özel denetim) mechanism where statutory conditions are satisfied.

This may be particularly relevant where a foreign investor suspects:

• related-party transactions,
• asset transfers,
• suspicious payments,
• diversion of company revenue,
• hidden transactions with the majority shareholder, or
• misuse of corporate resources.

Special-audit mechanisms can therefore become an important litigation tool in serious shareholder disputes.

26. Can the Foreign Investor Have a Guaranteed Board Seat?

Yes, if properly structured.

Article 360 allows the articles of association of an A.Ş. to grant:

• specified share groups,
• groups of shareholders, or
• minority shareholders

a right to representation on the board of directors.

For example:

Class A Shares — Founder

Class B Shares — Foreign Investor

The articles may provide that Class B shareholders have the right to nominate one board member.

This may significantly improve the foreign investor’s position.

A right properly embedded in the articles is generally much stronger than an informal promise such as:

“Don’t worry, we will always give you one board seat.”

27. Shareholders’ Agreements Are Critical for Foreign Minority Investors

A foreign investor should ideally negotiate a shareholders’ agreement before transferring investment funds.

Important protections may include:

Reserved Matters

Certain major decisions require the minority investor’s approval.

For example:

• capital increases,
• new share issuances,
• disposal of major assets,
• related-party transactions,
• borrowing above a specified amount,
• changes to business activity,
• mergers,
• liquidation,
• amendments to the articles,
• appointment of key management.

Board Representation

The investor receives one or more board seats.

Information Rights

Regular delivery of:

• management accounts,
• audited financial statements,
• bank information,
• budgets, and
• business reports.

Pre-Emption Rights

Existing shareholders receive priority when new shares are issued.

Anti-Dilution Protection

The investor receives contractual protection against certain dilutive financing transactions.

Tag-Along Rights

If the majority sells its shares, the minority may participate in the sale on the same terms.

Drag-Along Rights

Under carefully drafted conditions, qualifying shareholders may require others to participate in a legitimate company sale.

Put Option

The foreign investor may require another shareholder to purchase its shares upon specified events.

Call Option

Another shareholder may have a contractual right to purchase the investor’s shares following specified events.

Deadlock Mechanisms

The agreement establishes a process for resolving major shareholder disputes.

28. Can a Drag-Along Clause Remove a Foreign Investor?

Potentially, but this is conceptually different from statutory expulsion.

A properly drafted shareholders’ agreement may contain a drag-along provision stating that, if shareholders representing a specified percentage accept a genuine third-party sale of the company, the minority must also sell on the agreed terms.

For example:

Founder: 75%
Foreign Investor: 25%

The parties agree that if an independent buyer offers to acquire 100% of the company and shareholders representing at least 75% accept the offer, all shareholders must participate in the sale.

This can create a contractual obligation for the minority investor to sell.

However:

• the clause must be validly drafted,
• triggering conditions must actually occur,
• valuation and sale terms must comply with the agreement,
• the clause must not be abused, and
• Turkish corporate law formalities applicable to the transfer must still be respected.

29. Can the Majority Force the Investor to Sell for the Original Investment Amount?

Not unless there is a valid legal or contractual basis.

Consider:

The foreign investor invested:

EUR 500,000

for 20% of the company.

Five years later, the company is worth:

EUR 20 million.

The investor’s 20% stake may theoretically be worth approximately:

EUR 4 million, before applying any relevant valuation adjustments.

The founder generally cannot simply state:

“I will return your EUR 500,000 and cancel your shares.”

The price must be determined under the applicable:

• statute,
• shareholders’ agreement,
• option clause,
• valuation methodology, or
• judicial valuation mechanism.

This is often the most economically significant aspect of a shareholder dispute.

30. What if the Majority Simply Changes the Share Register?

Changing internal corporate records does not automatically destroy ownership.

A majority-controlled management body cannot lawfully invent a transfer that never occurred.

Depending on the form of the shares and the company type, ownership may involve:

• written transfer agreements,
• endorsement and delivery,
• share certificates,
• share ledger registration,
• general assembly approvals,
• notarisation,
• trade registry procedures, or
• Central Registry Agency procedures for relevant shares.

A fraudulent or unauthorised change to internal company records can therefore give rise to significant civil and potentially criminal consequences depending on the conduct involved.

31. What if the Majority Claims the Foreign Investor Never Became a Shareholder?

This situation occurs frequently in practice.

For example, the foreign investor:

• transferred money,
• signed an investment agreement,
• expected shares to be transferred,
• participated in management,

but the formal share transfer was never properly completed.

This creates a different legal dispute.

The investor may need to establish:

• whether a valid share transfer occurred,
• whether corporate approval was necessary,
• whether the share ledger was updated,
• whether share certificates were delivered,
• what contractual obligations were breached, and
• whether the investor instead has a claim for repayment or damages.

Therefore, foreign investors should ensure that the investment transaction is properly completed rather than relying only on bank transfers or informal correspondence.

32. What Can a Foreign Minority Investor Do if the Majority Is Trying to Push Them Out?

The strategy depends on the specific conduct.

Possible steps may include:

1. reviewing the company’s articles of association;
2. reviewing the shareholders’ agreement and investment agreement;
3. obtaining current Trade Registry records;
4. reviewing the share ledger and share certificates;
5. attending the general assembly through Turkish counsel;
6. recording objections in the general assembly minutes;
7. challenging unlawful general assembly resolutions;
8. exercising information and inspection rights;
9. seeking a special audit where appropriate;
10. challenging an unlawful capital increase or restriction of pre-emptive rights;
11. pursuing damages against directors, managers or controlling entities where statutory conditions exist;
12. seeking interim judicial protection where there is a risk of irreversible corporate action; and
13. considering an exit claim where continuation of the investment relationship has become commercially impossible.

33. Can the Minority Investor Ask the Court to Dissolve the Company?

In an A.Ş., this may be possible in exceptional circumstances.

Article 531 allows shareholders representing at least:

10% of the share capital in a non-public company

or

5% in a publicly held company

to seek dissolution of the company for just cause.

However, dissolution is not necessarily the only possible result.

Instead of dissolving the company, the court may decide on another acceptable solution, including ordering payment of the real value of the claimant shareholders’ shares and their removal from the company.

This is an extremely important minority remedy.

34. Article 531 Can Become a Negotiation Tool

Imagine:

Majority: 80%
Foreign Investor: 20%

The majority systematically:

• prevents access to information,
• transfers corporate opportunities,
• refuses legitimate distributions,
• excludes the foreign investor from corporate processes,
• enters questionable related-party transactions, and
• uses the company exclusively for the majority’s personal interests.

Where sufficiently serious circumstances establish just cause, the 20% investor may potentially seek relief under Article 531.

The court may ultimately prefer an economically appropriate solution rather than destroying an otherwise viable business.

Therefore, Article 531 may become one of the most powerful remedies available to a seriously oppressed minority shareholder in a Turkish A.Ş.

35. Practical Comparison

36. Example: Majority Founder Attempts to Remove a Foreign Investor

Assume:

Turkish Founder: 75%
UK Investor: 25%

The company is an A.Ş.

Relations deteriorate.

The founder tells the investor:

“I control 75%. You are no longer part of the company.”

Legally, that statement by itself changes nothing.

The investor still owns 25%.

The founder may potentially:

• change management,
• remove the investor’s board representative under certain circumstances,
• control ordinary shareholder resolutions,

but cannot simply extinguish the 25% shareholding.

If the founder attempts to dilute the investor through a capital increase, Article 461 and the investor’s pre-emptive rights must be considered.

If abusive general assembly resolutions are adopted, Article 445 may provide an annulment remedy.

If serious oppression continues, the investor may potentially consider Article 531 remedies depending on the circumstances.

37. The Same Example in an Ltd. Şti.

Now assume the same ownership structure:

Founder: 75%
Foreign Investor: 25%

but the company is an Ltd. Şti.

The analysis changes.

The articles of association must first be examined.

If they contain valid expulsion grounds, Article 640 may potentially permit removal through the statutory process.

Alternatively, if serious just cause exists, the company may seek judicial removal.

Article 621’s qualified voting rules must also be examined.

If removal legally occurs, the investor generally retains the right to an exit payment corresponding to the real value of its share under Article 641.

38. Conclusion: Can a Majority Shareholder Remove a Foreign Minority Investor?

Not simply because it holds the majority.

A foreign investor’s shares cannot normally be cancelled merely through the will of the controlling shareholder.

In a Turkish A.Ş., minority share ownership enjoys substantial protection, and ordinary majority control does not create a general shareholder-expulsion right.

However, forced exit may become possible in exceptional situations involving:

• a qualifying Article 208 squeeze-out,
• a qualifying merger,
• contractual drag-along or option rights, or
• specific judicial remedies.

In a Turkish Ltd. Şti., the risk of formal expulsion is greater because Article 640 expressly provides mechanisms for removal based on:

• grounds specified in the articles of association, or
• just cause established through court proceedings.

For this reason, a foreign minority investor should examine not only the percentage of shares being acquired, but also:

• company type,
• articles of association,
• voting thresholds,
• board representation,
• pre-emption rights,
• anti-dilution rights,
• reserved matters,
• information rights,
• tag-along rights,
• drag-along rights,
• call and put options,
• valuation mechanisms, and
• dispute-resolution provisions.

The most important legal protection is often created before the investment is made.