If the managing partner of a simple partnership (adi ortaklık) does not render accounts, another partner may request information about how the partnership operates, inspect its books and records, take copies, and demand payment of a profit share that has fallen due. Holding management authority is not required to exercise these rights. A request for information or for the period profit does not end the partnership by itself. However, once the partnership has ended, the periodic claim must be separated from the liquidation balance. [S1]
Is the duty to render accounts the same as the right to information?
The managing partner must render accounts at least once a year
Article 630 of Law No. 6098, the Turkish Code of Obligations (TBK), requires the managing partner to render accounts to the partners at least once a year and to pay their shares of profit. An agreement that extends the accounting period is absolutely void. This rule applies even where management has been entrusted to a person who is not a partner. A clause in the contract stating that "accounts will be disclosed only when the project is fully completed" therefore cannot postpone the annual accounting duty for years. Accounts for shorter periods may be agreed. [S1, Art. 630]
Rendering accounts is not limited to saying that "business went badly." The account must link revenues, expenses, uncollected receivables, debts, payments made to partners and the documents supporting each of them. A loss does not remove the duty to render accounts; it only affects whether there are earnings to distribute for that period. A managing partner cannot escape this obligation by saying that an accountant keeps the books.
Because of the reference in TBK Article 630, the special provisions on partnerships and, unless the contract provides otherwise, the provisions on mandate (vekâlet) apply. TBK Article 506 regulates the duty of loyalty and care; Article 508 regulates the account of the work performed and the handover of what was received in connection with the task. Read together, these provisions require that the result be explained and that its supporting basis be made accessible. Acting without management authority, or exceeding that authority, is further subject to the rules on agency without authority (vekâletsiz işgörme) under Article 630(2). [S1]
A non-managing partner may also inspect the records
Under Article 631 of the TBK, every partner, even without management authority, has the right to request information, to inspect books and records, to take copies of them and to prepare a summary of the financial position. Agreements that remove these rights are absolutely void. A small capital share, not working at the workplace or not holding bank signature authority does not by itself prevent inspection. [S1, Art. 631]
The annual accounting period does not mean that the right to information may be used only once a year. Inspection may be carried out to the extent needed to assess the partnership's activity. However, a managing partner cannot be required to grant unlimited access to every personal account that has no connection with the partnership. The link between the requested record and the partnership's activity must be explained. The date of inspection, a suitable place, the format of electronic copies and the participation of experts may be arranged; these arrangements cannot make the right practically unusable.
Why profit share cannot be calculated from turnover or bank balance
Profit is not the same as sales. Turnover shows the volume of activity; cash and bank balances show the money held at a given moment. Money entering an account may be a loan, a partner advance or a down payment for work not yet performed. Conversely, a period's income may exist even though its price has not yet been collected. For this reason, multiplying total bank inflows by the partnership ratio does not produce a reliable profit calculation.
Under TBK Articles 622–623, the partnership's earnings and the sharing ratio are determined on the basis of the contract; unless otherwise agreed, shares of profit and loss are equal. Contributing more money does not by itself create a higher share of profit. Whether income belongs to a given period, whether an expense was incurred for the partnership, and the nature of amounts previously paid to partners are also examined separately. [S1]
As an illustrative calculation, suppose that for the same period income is 1,200,000 TL and verified expenses attributable to that period's result total 900,000 TL. The calculated result is then 300,000 TL. A partner whose applicable sharing ratio is 40% has a share of 120,000 TL; if that partner has already received 35,000 TL against the profit of the same period, the remaining amount is 85,000 TL. This example assumes that inventory and depreciation effects and tax items have been evaluated in advance; it is not a ready-made accounting formula for every business. A liability such as loan principal cannot be treated as a period expense merely because it will be paid.
A managing partner cannot present personal spending as a partnership expense. However, automatically disregarding every expense that lacks a voucher is not correct either. The reality of the transaction and its connection with the partnership's purpose are examined. In an expert examination, ledger totals alone are not enough; invoices, contracts, deliveries and bank movements should be compared together. Readers facing a similar situation may find our article Return of Capital in a Simple Partnership helpful.
Which documents should be requested, and how should evidence be preserved?
The first issue is to show that the partnership exists and that the claimant holds partner status. A written contract, supplementary protocol, contribution payments, mutual correspondence and profit distribution records are therefore important. Having sent money does not in every case prove a partnership; the payment may also be a loan, a service fee or another payment with a different explanation. The contract and the bank explanations must be evaluated together.
| Subject to examine | Records to request | Cross-check |
|---|---|---|
| Sales and collections | Invoices, POS reports, bank movements | Refunds, commissions, instalments and collection dates |
| Digital sales | Platform orders and settlement statements | Cancellations, commissions, transfers from the payment institution |
| Partnership expense | Supplier invoice, contract, payment document | Connection of the transaction with the common purpose |
| Payments to partners | Receipts, cash vouchers, current account | Distinction between profit advance, loan repayment and fee |
| Period result | Ledgers, trial balance, inventory, account report | Opening balance and offsets from prior periods |
Electronic data may qualify as a document under Article 199 of the Code of Civil Procedure (HMK). However, where the source and integrity of a screenshot are disputed, it may not be sufficient on its own. Keeping files that were lawfully accessible, organized by date, account or transaction number, and preserving the full conversation context rather than only selected sentences of messages makes evaluation easier. Under Article 189(2) of HMK, evidence obtained unlawfully cannot be taken into account. Entering an account with someone else's password or extracting data without authorization is not a method of exercising the right of inspection. [S2]
Where the record is in the other party's hands, a production order may be requested under Articles 219–220 of HMK. It must be explained which document is requested, for which period and for which fact. Failure to comply with a production order may lead to an adverse evaluation of the document's content when the conditions set out in the article are met; a gap in the documents does not automatically mean that the case is won. For documents held by a bank, payment institution or platform, production through the court under Article 221 of HMK may come into question. The special evidentiary value of commercial books depends on the conditions of Article 222 of HMK. [S2]
Trade secrets and personal data cannot justify withholding the entire set of partnership records. The solution lies in limiting the records to the relevant period, masking unnecessary identity information, controlled inspection and secure delivery of copies. Under the Law on Personal Data Protection (KVKK), processing data may be possible for the establishment, exercise or protection of a right; the link to the purpose and proportionality nevertheless remain in force. Information should not be disclosed to competitors, on social media or to unrelated persons. [S5] For more detail on this subject, see our article What Is Preservation of Evidence?
How should a formal notice be prepared for a partner who does not render accounts?
A formal notice (ihtar) should contain requests that can actually be performed, rather than an abstract demand for accounts. Identifying the partnership relationship and the period to be inspected shows what the subsequent refusal concerned. Proof of delivery and of content is important; a notarized notice (noter ihtarı) may be used for this purpose. The law does not prescribe a single "seven-day period for rendering accounts" for every case.
- The partnership agreement, the profit-sharing ratio and the management arrangement should be stated.
- The period requested and the books, bank or POS statements, invoices and platform records should be specified.
- Discrepancies that must be explained, for example a collection that appears in an invoice but not in the bank entries, should be identified by transaction number.
- A reasonable date, place and copy format for the inspection should be proposed and, where necessary, the attendance of a lawyer or financial expert.
- Rendering of accounts, permission to inspect and payment of the profit share that has fallen due and can be determined should be written as separate requests.
- Preservation of the documents should be requested, and it should be provided that the records delivered and those left missing are recorded in a minute.
If the other party invites an inspection, that invitation should not be ignored without reason. Rejecting an appropriate offer of access may affect the discussion of legal interest and litigation costs. If access is not actually provided, the records should show which document was not provided and on what date. A notarized notice alone is not a step that interrupts the statute of limitations. [S1, Art. 154; S2, Art. 114]
Can management authority be removed, and does the partnership end?
TBK Article 628 regulates the partners' duty of care and their liability for damage caused by their fault. A partner who manages for remuneration is subject to the provisions on mandate concerning liability. Claims that accounts have been constantly concealed, that unexplained personal transfers were made and that records were destroyed are evaluated together with damage, fault and causation. The mere occurrence of commercial loss does not prove that the managing partner owes compensation. [S1]
Management authority granted by the contract cannot be removed or restricted without good cause under TBK Article 629. Where good cause exists, such as serious neglect of duties, each of the other partners may have management authority removed, notwithstanding a contract clause stating that the authority cannot be revoked. If the existence of good cause or the effect of the notice is disputed, judicial evaluation may be required. Removal of management authority does not eliminate the need to examine representation authority and the consequences of transactions with third parties separately. [S1, Arts. 629, 637]
Account claims, a change of management, termination and liquidation are different legal routes. A partner who wishes to continue the partnership may apply for access to information and for the profit of the period that has fallen due. If termination is sought, the ground under TBK Article 639 must also be established separately. When the partnership ends, a liquidation account covering all assets and liabilities, advances, expenses and contribution shares is required. Under TBK Articles 642–644, until the residual value has been determined, cash on hand cannot be treated directly as a liquidation share. [S1]
Against whom, in which court and with what claim is an action brought?
Party, subject-matter and territorial jurisdiction are determined separately
Because a simple partnership has no separate legal personality, naming only the partnership's trade name as defendant is not enough. It must be determined who bears the duty to inform and render accounts, who is liable for payment, and whose interests the decision will affect. An action concerning the managing partner's individual obligation and an action for termination and liquidation that affects all partners may not have the same party structure.
Arising from a simple partnership does not by itself make an action commercial. For the purposes of Articles 4–5 of Law No. 6102, the Turkish Commercial Code (TTK), the parties' status as merchants, the connection of the dispute with both parties' commercial enterprises and any special jurisdictional provision are examined. If the requirements for a commercial case are met, the commercial court of first instance is competent; otherwise, absent a special provision, the civil court of first instance. For territorial jurisdiction, the defendant's residence, the place of performance of the contract and any valid jurisdiction agreement are evaluated. The rule on the court of the registered seat that applies to legal entities does not extend to a simple partnership merely because it bears the word "partnership" in its name. [S2, Arts. 2, 6, 10, 14, 17; S3]
Mediation and the form of the relief sought
For commercial monetary claims and compensation actions, pre-litigation mediation may come into question under Article 5/A of the TTK. It is not correct to treat a request only for information or for inspection of books as a monetary claim. Where several requests are raised together, the nature of each and its procedural requirements must be considered separately. In mediation, the parties may agree on the delivery of records, an independent review of the accounts and a payment schedule. [S3–S4]
The relief sought must be framed so that a court decision can be enforced: access to the records of specific periods, the production of samples, the submission of accounts and the payment of a specific monetary claim should be kept apart. A request merely for "determination of all the partnership's accounts" may raise a question of legal interest in a dispute where a claim for performance is possible.
Where the amount cannot be calculated at the outset, the current procedure matters. On July 31, 2026, Article 107 of HMK was repealed. Where part of a divisible claim is brought, Article 109(4) of HMK allows the claim to be increased once within the same action and before the close of the investigation; for the increased part, the limitation period is deemed to have been interrupted on the date the action was filed. For actions for claims of indeterminate amount filed earlier, the former regime applies under the transitional provision. [S6]
Where there is a concrete risk that records will be deleted or altered, evidence preservation and appropriate interim protection may be considered. These measures do not provide in advance everything that is sought in the main action. In a decision of the Istanbul Regional Court of Appeal 3rd Civil Chamber (İstanbul BAM 3. Hukuk Dairesi) dated September 3, 2020, numbered E.2020/417, K.2020/722, the rejection of a request for delivery of original documents by way of interim injunction in an information-inspection dispute was upheld, on the ground that the request would effectively produce the final result. That decision cannot be generalized to mean that every request for protection of documents will be rejected. [S8] The details of this stage are also covered in our article How Is a Liquidation Protocol for a Simple Partnership Prepared?
When do the statute of limitations and interest start to run?
For claims between partners arising from the partnership contract, the five-year period in Article 147(4) of the TBK applies; as a rule, the starting point is the date on which the claim becomes due. The profit of the period, compensation for losses, advances and the liquidation balance may not all fall due on the same date. The continuation of the partnership does not mean that time never runs on all monetary claims that fell due in the past. The period must be calculated separately for each claim and each period. In mediation, which is a condition precedent to litigation, the limitation period is suspended from the application to the mediation bureau until the final minutes, while a preclusive period does not run; it is therefore important that the application is directed to the correct dispute and the correct parties. [S1, Arts. 147–149; S4, Art. 18/A]
An important distinction applies to the right to information. In a decision of the 3rd Civil Chamber of the Court of Cassation (Yargıtay 3. Hukuk Dairesi) dated March 13, 2024, numbered E.2023/2744, K.2024/1119, on the basis that the partnership was continuing, the acceptance of a request for information, inspection of books and taking of samples was affirmed. The dismissal of an earlier profit-share action did not eliminate the request for inspection. This evaluation cannot be extended to conclude that all past profit claims are immune from the statute of limitations. [S7]
Interest also depends on the type of claim. For profit shares that have fallen due, the conditions of default and, where necessary, a formal notice apply; for partnership advances, TBK Article 627 applies; for money whose delivery has been delayed, Article 508 is examined separately to the extent it is applicable. The interest clause in the contract and the commercial nature of the transaction are evaluated separately. Because Article 1 of Law No. 3095 on Statutory Interest was amended in 2026, an old fixed rate cannot be applied to all periods; the periodic rate and the relevant transition date must be shown in the calculation. [S1, Art. 117; S6]
Legal evaluation and confidentiality of documents
Documents sent to Güneş & Güneş Law Firm should be shared only for legal evaluation and for the purpose of the services undertaken, within the framework of professional secrecy and personal data protection obligations. For accounting and contract documents, the secure sharing channel should be obtained from the firm. An initial communication or the sending of documents does not by itself mean that the matter has been accepted.
If there is a risk of loss of records, reference may be made to protection of assets and evidence; if the partnership has ended, to calculation of the liquidation share. For the general stages, the main guide liquidation of a simple partnership and the legal processes may also be consulted.
Related article: Withdrawal from a Simple Partnership and Expulsion of a Partner: Rights While the Partnership Continues.
Conclusion
The first step against a partner who does not render accounts is to identify the partnership period and the documents to be requested. Once income, expenses and earlier payments have been verified through the exercise of the right to information and inspection, a claim for the profit share that has fallen due can be formulated. Continuing the partnership, changing the management and liquidation should not be confused with one another. A sound claim is prepared together with the appropriate party, court, evidence and time-limit assessment.
Frequently Asked Questions
If the partnership contract says I cannot ask for accounts, is that clause valid?
No. Agreements that remove the right to information and record inspection under TBK Article 631 are absolutely void. Reasonable methods for regular inspection may be agreed, but the essence of the right cannot be removed.
Can I request information before a year has passed?
Yes. The annual duty to render accounts does not limit partners' right to information and inspection to one request per year. The request must relate to the affairs of the partnership and comply with the rule of good faith.
If I claim my profit share, does the partnership end automatically?
No. In an ongoing partnership, a period profit that has fallen due may be claimed. If the partnership has ended, it is evaluated separately whether the amount claimed forms part of the liquidation account.
Will the bank release all the records if I say I am a partner?
Not in every case. Account ownership, representation and banking rules apply. Where there is no direct access authority, the partnership records should be requested from the managing partner or, where necessary, through the court.
Can I not bring an action if the accounting records are incomplete?
An action can be brought. However, the partnership relationship, the period and the transactions to be proven must be specified. The production of documents may be requested from the other party and from third parties. An incomplete record alone does not ensure that the amount claimed will be accepted as correct.
Does a notarized notice interrupt the statute of limitations?
Not by itself. It may be relevant to maturity, default and proof of the claim. The acts that interrupt the statute of limitations, and the effect of mediation on time limits, should be evaluated separately.
Sources and legal bases
- Law No. 6098, Turkish Code of Obligations, especially Arts. 117, 147–149, 154, 506, 508, 620–631, 637, 639, 642–644. Text published by the Ministry of Labour and Social Security; Ministry of Justice current legislation record.
- Law No. 6100, Code of Civil Procedure (HMK), especially Arts. 2, 6, 10, 14, 17, 106, 109, 114, 189, 199, 219–222, 389, 400. Ministry of Justice legislation record. For Arts. 107 and 109, see also S6.
- Law No. 6102, Turkish Commercial Code (TTK), Arts. 4, 5 and 5/A. Ministry of Trade text.
- Law No. 6325 on Mediation in Legal Disputes, Arts. 16 and 18/A; Law No. 7445, Art. 31. Ministry of Justice legislation record; Law No. 7445, Grand National Assembly of Türkiye (TBMM).
- Personal Data Protection Authority, Conditions for Processing Personal Data; Law No. 6698 on Personal Data Protection, Arts. 4–5. Authority guide.
- Law No. 7589, Arts. 10, 19–20, provisional Arts. 1/10 and 26; Official Gazette No. 33326, dated 31.07.2026. Grand National Assembly of Türkiye (TBMM) text of the law.
- 3rd Civil Chamber of the Court of Cassation (Yargıtay 3. Hukuk Dairesi), 13.03.2024, E.2023/2744, K.2024/1119. Full-text republication, İncekaş Hukuk.
- 3rd Civil Chamber of the Istanbul Regional Court of Appeal (İstanbul BAM 3. Hukuk Dairesi), 03.09.2020, E.2020/417, K.2020/722. Full-text republication, Hukuk Asistan.