Withdrawal from a simple partnership does not always mean that the whole partnership comes to an end. Where one of the events listed in TBK 633 has occurred and the contract provides that the partnership continues with the remaining partners, withdrawal or expulsion by written notice comes into question. The departing partner's share must be calculated, property the partner no longer uses must be returned, and the position regarding the partnership's debts must be settled. However, a majority decision alone does not confer an unlimited power of expulsion, and the partner's existing liability toward banks and suppliers does not end on its own through an internal arrangement.
How are withdrawal, expulsion and the end of the partnership told apart?
In withdrawal, what matters is the intention to leave of the partner or of the person named by law; in expulsion, the act is directed by the other partners. When the partnership ends, the whole relationship enters the liquidation stage. The fact that a partner no longer wants to work, and that the business keeps operating, does not by itself show which legal route has been used. The contract, the reason for leaving and the content of the notice must be assessed together. [1, Art. 633–640]
The partners may also agree on the departure. Such an agreement should cover the date of departure, the persons who will continue, the financial account and the fate of the debts. A settlement accepted by the departing partner is not the same as an expulsion carried out against its will. Handing over the keys to the premises or removing the partner's bank signing authority does not replace a separation agreement that resolves all of these points.
Where there are only two partners, the departure of one of them is particularly significant. TBK 620 defines the simple partnership as a contract between at least two persons. The remaining person may continue the business, but cannot do so as a one-person simple partnership. The legal structure must be set up appropriately for the transfer of assets, contracts, licences, tax and representation records, and the rights of third parties must be assessed separately.
Conditions for withdrawal and expulsion under TBK 633
The continuation clause and the statutory event are examined together
TBK 633 lists events such as notice of termination, restriction of legal capacity (kısıtlanma), bankruptcy, the forced sale of a partner's share in liquidation through enforcement proceedings, and death. The mechanism under the law depends on whether the contract provides for the partnership to continue with the other partners. Under these conditions, the partner concerned, its representative or the heir of a deceased partner may withdraw; the other partners may use the route of expulsion by written notice. [1, Art. 633]
A payment default is not the same as bankruptcy, and the start of an enforcement proceeding is not the same as converting a liquidation share into cash. An expulsion that relies only on an attachment is therefore open to dispute. The event relied on must be shown by appropriate documents, such as a bankruptcy decision or the sale record in the enforcement file.
On death, it must be determined whether the contract provides for the partnership to continue with the heirs or only with the surviving partners. The two provisions produce different results. If the certificate of inheritance, the representation of the inherited estate and any will are not examined together, paying only one of the heirs may not close the file. Where there is no continuation provision, the grounds for termination under TBK 639 come into question.
Can a majority always expel a partner it no longer wants?
The power to expel and the majority by which the decision is taken are separate questions. Under TBK 624, the principle for partnership decisions is unanimity, although the contract may provide for majority decisions. Expulsion under TBK 633 is directed by the other partners; it is not a consensual departure that depends on the consent of the expelled partner. However, a general majority clause does not give the majority power to remove any partner it chooses. First the statutory or valid contractual basis for expulsion is examined, then the authorised persons, the decision procedure and whether the written notice reached the addressee.
Whether expulsion for good cause is possible where the contract contains no provision on the matter is disputed. Şahankaya, in his study of this question, argues that a partner who creates good cause may be expelled by court order even where the contract contains no continuation provision, and that the remaining partners should bring the action jointly. The same study also sets out the views that oppose this possibility on the ground that the law contains no gap. It therefore cannot be presented as a clear, express power of expulsion that applies to every dispute. [2, pp. 175–189]
Accordingly, personal disagreement, reduced trust or objection to the distribution of profit should not by themselves be treated as sufficient. The manner in which the alleged conduct breaches a contractual obligation, when it occurred and how it affected the continuation of the partnership must be explained. The other side may argue that the cause did not occur, that the contract gives no power of expulsion, that the decision was taken by unauthorised persons, or that the right has been abused.
Does removing management authority end the partnership?
TBK 629 prevents management authority granted by contract from being revoked or restricted without good cause. Where good cause exists, each of the other partners may intervene, even if the contract states that the authority cannot be revoked. Serious neglect of management duties or loss of the necessary competence are examples set out in the law. [1, Art. 629]
This step does not end partner status by itself. The partner's rights to profit, accounts and information are assessed separately. Under TBK 631, a partner who does not hold management authority may also inspect the records. If the problem is only poor management, considering the removal or restriction of that authority before requesting expulsion may narrow the scope of the dispute. However, not every management error is good cause; the job description, transaction documents and concrete neglect must be shown.
When does a notice of termination take effect?
TBK 639 regulates the end of the partnership through the achievement or impossibility of its purpose, the unanimous decision of the partners, the expiry of the term and other statutory grounds. Where good cause exists, termination may be sought from the court at any time. This route should not be confused with departure based on the continuation mechanism. [1, Art. 639]
In a partnership of indefinite duration, or one that lasts for the lifetime of a partner, notice of termination may be given under TBK 640 at least six months in advance; the notice takes effect at the end of the accounting year. A notice given contrary to good faith, particularly at an inappropriate time, also creates a problem. If the partners implicitly continue after a fixed term has expired, the relationship turns into one of indefinite duration.
For example, in a partnership whose accounting year is the calendar year, a notice reaching the other side on 15 May is measured against the year-end of 31 December; a notice reaching it on 15 September does not satisfy the six-month period before the end of that same year. These are hypothetical dates; the contract provisions and whether the notice was given at an appropriate time are examined separately. Where the date of dispatch and the date of receipt differ, the calculation may change.
How are the departing partner's share and other financial rights determined?
The accounting date, scope and expert review
Under TBK 634, the share of the departing partner passes to the remaining partners in proportion to their shares. The amount payable to the departing partner is the share it would have received had the partnership been liquidated on the date its partner status ended. For this reason, closing the account at the nominal amount of the capital paid in at the outset is not correct in every case. The contribution share, the profit and loss ratios, earlier withdrawals and the existing assets must be assessed together. [1, Art. 634]
The law requires an expert to prepare the accounts in financial matters. If no agreement on the expert can be reached, the court makes the appointment. Where the date of departure is disputed and different dates produce different results, the legal determination of that date is distinct from the valuation work of the accounting expert. If the dates lead to different outcomes, an alternative calculation may be requested where necessary, which makes visible the legal question of which date applies.
Bank balances, collectable receivables, stock, goods and liabilities must be shown by documents. Treating the whole of a disputed receivable as certain income is as problematic as excluding a real asset merely because it appears low in the books. The other side's defences of payment, advance, loss or set-off are examined item by item. To prevent the same payment from being deducted twice, the partnership's current accounts with the partners are compared with bank movements.
Return of property, release from debts and security
Property that the partner has merely stopped using must be returned. However, the in-kind return of a machine whose ownership has passed into the partnership's assets does not rest on the same rule. The legal form of the contribution is determined by the contract, the purchase record, registration and delivery documents. Paying an amount of money does not by itself perform a separate duty to return property.
The remaining partners must also release the departing partner from the joint and several liability arising from partnership debts that have fallen due. For debts that are not yet due, the law permits security to be given in place of a release. For this reason, a debt schedule must show not only the total but also the creditor, the due date, the security and the departing partner's obligation. The type, amount and formalities of the security must be specified; a general written promise to pay, without such detail, may not provide adequate protection. [1, Art. 634] The details of this stage are also addressed in Return of Capital in a Simple Partnership.
Losses and unfinished matters
If the partnership's assets do not cover its debts, the departing partner may not be a creditor at all. Under TBK 635, the departing partner must pay the other partners the amount falling on it under the loss-sharing arrangement. The sharing follows TBK 623 and the contract, in proportion to the sharing ratio. Only a valid agreement under which a partner contributing only labour does not bear losses can change the result. A loss caused by a partner's fault is assessed separately under TBK 628; not every loss of the business can be charged to the departing person.
Under TBK 636, participation in the profit or loss arising later from matters not concluded during the period of partnership continues. The departing partner may request the profit falling on completed matters at the end of the accounting year, together with the information needed about matters still in progress. This does not mean becoming a partner in every new business started after the departure. A schedule showing the status of projects, orders and contracts at the date of departure separates which period later collections belong to.
Does a separation protocol remove liability toward third parties?
Under TBK 638, debts assumed jointly or through a representative within the partnership relationship carry joint and several liability unless otherwise agreed. The creditor may claim the whole debt from one of the liable partners. TBK 645 states that even the termination of the entire partnership does not change obligations toward third parties. [1, Art. 638, 645]
A release that the partners write between themselves does not remove the right of a bank or supplier that did not take part in it. The question of who bears the debt in the internal relationship is distinct from a change of debtor vis-à-vis the creditor. Transactions such as payment, or an assumption of debt accepted by the creditor under TBK 195–196, must be completed. Any personal surety, pledge or other security provided by the departing partner must be assessed separately.
The protocol should state, for each creditor, which document must be obtained and who will carry out the transaction. Updating representation authority together with the account is also important. Whether new transactions after the departure will be attributed to the departing person is assessed separately, depending on the authority and the position of the third party.
Case matrix: why the same departure request leads to different outcomes
The hypothetical examples below show which information changes the legal result.
| Event | Decisive review | Likely route and counter-argument |
|---|---|---|
| One of three partners gives notice of termination; the contract provides for continuation with the remaining partners. | Duration, the accounting year and whether the notice reached the addressee | Departure and share calculation under TBK 633; defence that the notice took effect too early (time-limit defence) |
| Two partners state in a meeting that they do not want the third partner. | Cause for expulsion, the contract and the written notice | A simple majority is not sufficient; objection on authority and cause |
| Serious neglect by a manager is documented. | Scope of the duty and the gravity of the neglect | Intervention under TBK 629; defence that partner status continues |
| A partner's personal creditor has an attachment placed on the partner's liquidation share. | Is it only an attachment, or has a sale into cash also taken place? | Objection that the statutory event has not occurred |
| The departing partner's ongoing project later earns a profit. | Connection of the project with the period before departure | TBK 636 calculation; defence that it is an entirely new business |
| In a two-person business, one person remains. | Legal structure of the transfer and the debts | Continuation of the business under a new structure; a simple partnership cannot continue with one person |
Points to check for litigation, time limits and proof
Forum, parties and mediation
A simple partnership has no separate legal personality, so an action should not be brought only against the partnership as such. Establishing a valid departure, challenging an expulsion, claiming the share and seeking delivery of property are different claims. The claimants and defendants must be determined according to the claim; in disputes affecting the whole relationship, the participation of the partners concerned should be secured. Where heirs are involved, the representation of the estate is examined separately. [3, Art. 2, 6, 10, 17; 4, Arts. 4–5]
The general court of jurisdiction is the civil court of first instance. Where the dispute concerns the commercial enterprises of the parties and meets the commercial preconditions, the commercial court of first instance comes into question. The existence of a simple partnership alone does not make every action commercial. For territorial jurisdiction, the defendant's domicile, the place of performance and any valid jurisdiction agreement are assessed.
Where the claim for the departing share is commercial in nature and concerns money, mediation as a condition precedent to litigation under TTK 5/A must be checked. Where the claim concerns only status, it is examined separately from any money claim raised together with it. It cannot be said that mediation is mandatory for every departure dispute.
Due date, default and limitation
The date on which the share is calculated, the date it becomes payable and the date of default are separate questions. The payment date in the contract and the settlement conditions are examined. Tekelioğlu, in particular, sets out the view that, in departure by death, separates the maturity of the share claim from its arising and takes as the basis the moment at which it is determined by calculation. [5, pp. 250–251] For a matured debt, a formal notice is in principle required under TBK 117, subject to exceptions such as a fixed payment date. The claim must clearly state the amount or a determinable account, the debtor and the performance demanded.
For claims between partners arising from the partnership contract, TBK 147/4 provides a five-year period. There is also an academic view that treats the departing share as a claim outside the partnership and subjects it to the ten-year period in TBK 146. [5, pp. 251–252] For that reason, the departing share, past profit shares and compensation items should not be grouped under a single period. The start is assessed under the maturity rule in TBK 149; postponing the claim indefinitely on the ground that the account has not yet been drawn up is not safe. For details on the subject, see Statute of Limitations and Preclusive Periods.
Evidence and framing the claim
Under HMK 190, each party must prove the facts from which it derives a favourable result. A party seeking departure must submit the contract, the valid reason, the notice and the documentary basis of the financial claim. Documents evidencing payment, or an agreement that ended the debt, are also expected from the other side. If the books are not produced, production under HMK 219–221 is available; where there is a risk of loss, preservation of evidence is considered. Filing the action alone does not stop movements of assets; the conditions for any necessary protective measures must be shown separately. [3]
Where the amount of the claim cannot yet be determined, the explanations used in the former uncertain-claim action should not be applied directly. Law No. 7589, in force from 31 July 2026, repealed HMK 107 and introduced under HMK 109/4 a one-time right to increase the amount claimed in a partial action until the end of the investigation phase. The increased part is also treated as interrupting limitation as of the filing date. Actions brought under HMK 107 before that date are subject to the transitional provision. The filing date, fees and claim strategy must be assessed accordingly. [6, Art. 19–20, provisional Art. 1/10, Art. 26] Readers facing a similar situation may find Protecting Assets in the Liquidation of a Simple Partnership a useful guide.
Document file to prepare before withdrawal
- Partnership contract and its annexes: provisions on continuation, expulsion, term, sharing and management.
- Decisions and notices: signatures, representation documents, and dispatch and receipt records.
- Event documents: where necessary, a certificate of inheritance, a decision on incapacity or bankruptcy, or records from the enforcement file.
- Financial records as of the departure date: bank movements, inventory, lists of receivables and debts, and partners' current accounts.
- Property and security documents: title records, use agreements, and suretyship and pledge documents.
- Ongoing matters: contracts, the status of performance, and expected expenses and collections.
- Separation protocol: payment schedule, handover of property, creditors' approvals, and open records for accounts not yet closed.
Initial documents should be shared only for legal assessment and within the scope of the service undertaken, observing professional secrecy and the rules on personal data protection. The secure transmission channel should be confirmed with the office, and unnecessary personal data should not be sent. Sending initial documents alone does not mean that the matter has been accepted or that a lawyer–client relationship has been established.
The components of the departure payment are described in the liquidation share calculation, and the payment and security arrangements in the review of the liquidation protocol. For the general stages, the main guide Liquidation of a Simple Partnership and Legal Processes may also be consulted.
Related article: Partner Who Does Not Render Accounts in a Simple Partnership: Information, Record Inspection and Profit-Share Claims.
Conclusion
A sound withdrawal begins with determining the reason for and the date on which partner status ended. The share calculation, return of property, release from debts and unfinished matters are then completed. A majority decision, removal from management and expulsion from the partnership cannot be used in place of one another. Choosing the correct route on the basis of the contract and the evidence protects both the financial rights of the departing person and the continued operation of the business by the remaining partners. These explanations are general information; the concrete claim and the calculation of time limits depend on the features of the file.
Frequently Asked Questions
Can I leave a simple partnership on any day I choose?
Not in every case. The contract, the duration of the partnership, any continuation clause and the legal route used are all important. For an ordinary termination under TBK 640, the six-month notice and the end of the accounting year are considered together. A separation by agreement, or judicial termination for good cause, is assessed separately.
Does an expelled partner get back the money it originally paid in?
The calculation is not limited to that amount. Under TBK 634, the basis is the hypothetical liquidation as of the date on which partner status ended. Debts, assets, sharing ratios and earlier payments are taken into account. If the assets are insufficient, the departing partner may also have a payment obligation.
Does being removed from management end my right to information?
While your partner status continues, the information and inspection rights under TBK 631 remain in place. Removal from management authority and the end of partner status are different things. After departure, TBK 636 is considered, particularly for unfinished matters.
Does a separation agreement end the bank debt?
An internal agreement to which the bank is not a party does not by itself remove the bank's existing claim. The release from debt must be completed in a manner that is effective against the bank. Suretyships and other personal security must be examined separately.
Must I go to mediation before suing for the departing share?
Where the money claim is commercial in nature, mediation is a condition precedent to litigation under TTK 5/A. A dispute that is not commercial, or a claim relating solely to partnership status, cannot be assessed in the same way. The type of claim and the activities of the parties are examined together.
Sources and legal bases
- Law No. 6098, Turkish Code of Obligations, in particular Arts. 117, 146–149, 195–196, 620, 623–624 and 628–645. Text published by the Ministry of Labour and Social Security.
- Sarp Şahankaya, “Whether Expulsion for Good Cause Is Possible in a Simple Partnership Where the Contract Contains No Provision on the Matter” (Adi Ortaklıklarda Sözleşmede Hüküm Bulunmaması Durumunda Haklı Sebeple Çıkarma Yapılıp Yapılamayacağı Meselesi), Ankara Bar Association Journal (Ankara Barosu Dergisi), 2021/2, pp. 171–192. Full text, DOI: 10.30915/abd.978852.
- Law No. 6100, Code of Civil Procedure, in particular Arts. 2, 6, 10, 17, 190, 219–221, 389 and 400. Ministry of Justice text; for subsequent amendments, see [6].
- Law No. 6102, Turkish Commercial Code, Arts. 4, 5 and 5/A. Ministry of Trade text.
- Numan Tekelioğlu, “The Legal Position of Heirs upon the Death of a Partner in a Simple Partnership” (Adi Ortaklıkta Ortağın Ölümü Halinde Mirasçıların Hukuki Durumu), Ankara Hacı Bayram Veli University Faculty of Law Journal (Ankara Hacı Bayram Veli Üniversitesi Hukuk Fakültesi Dergisi), 25/3, 2021, pp. 225–268; in particular pp. 250–252. Full text, DOI: 10.34246/ahbvuhfd.979233.
- Law No. 7589 Amending Certain Laws on the Effective and Efficient Functioning of the Judiciary (Yargının Etkin ve Verimli İşlemesine Yönelik Bazı Kanunlarda Değişiklik Yapılmasına Dair Kanun), in particular Arts. 18–20 and provisional Art. 1/10. Grand National Assembly of Türkiye (TBMM) text.