THE OBLIGATION OF LOYALTY OF PARTNERS TO THE COMPANY BY LIMITED LIABILITY COMPANIES

The obligation of loyalty of partners to the company–that was already relevant for limited liability companies due to both the principle of utmost good faith and the element of affectio societatis existing in every company relationship–is explicitly regulated in Art. 613 of the Turkish Commercial Code numbered 6102. The aforesaid provision regulates the three aspects of obligation of loyalty, namely the confidentiality obligation, the obligation to avoid transactions damaging the company and the non-competition rule. The provision regulates the confidentiality obligation in a mandatory way, whereas the obligation to avoid transactions damaging the company has a dispensable character. Contrary to these two obligations, the non- competition rule is to be stipulated by the Articles of Association. In this study, the legal basis and the scope of the obligation of loyalty will be evaluated and the probable sanctions to be imposed by infringement of the obligation will be analyzed