Action for Dissolution and Liquidation of an Ordinary Partnership

The liquidation of an ordinary partnership means determining the partnership's assets and debts after it has ended, collecting receivables, carrying out the necessary sales and closing the account between the partners. A partner's request to recover the money he or she contributed does not mean that the same amount will, in every case, be paid directly. First, the partnership agreement, the reason for the end of the partnership, debts owed to third parties, advances, expenses and the profit-and-loss position are assessed together. If agreement cannot be reached, the action and liquidation procedure appropriate to the nature of the dispute is followed.

A restaurant run jointly by two people, a construction project carried out together, or a service business in which labor and capital are combined may, if the conditions are met, constitute an ordinary partnership. In resolving a dispute, the question "how much money did I put in?" is not enough on its own. The questions "under which legal relationship was this money given, which assets remain in the business, and which debts arose?" must also be answered. This guide addresses the provisions of the Turkish Code of Obligations, the relevant Court of Cassation decisions and the procedural changes identified as of October 13, 2026.

Ending, termination and liquidation: the difference in an ordinary partnership

Under Article 620 of the Turkish Code of Obligations (TBK), an ordinary partnership is a contract by which two or more persons agree to pool their labor and property to achieve a common purpose. Partners may be natural persons or legal entities. However, the ordinary partnership itself does not acquire a separate legal personality, as a limited or joint-stock company does.

"Ending" refers to the cessation of the partnership's ordinary business purpose; "termination" refers to the ending brought about by a declaration of intent or a court decision; and "liquidation" refers to the settlement of accounts carried out after the partnership has ended. The expiry of the partnership's term does not mean that all accounts close automatically. Uncollected receivables, unfinished work and unpaid debts are dealt with in the liquidation. After the partnership ends, the rules of TBK Article 641 on management and on the performance of urgent tasks also apply.

Not every transfer of money is partnership capital. A loan, wages, a subcontracting fee or a commission relationship must not be confused with a partnership. Whether the parties acted together for a common purpose, their participation in management, the sharing of risk and their correspondence are examined together. The actual implementation of the arrangement matters as much as the heading of the contract.

Liquidation of an ordinary partnership and the partition of co-ownership of a property are also not the same legal route. Liquidation concerns the whole of the partnership's account. Asking only for the sale and division of a single asset may leave out the partnership's debts and the offsetting items between the partners.

In which cases does an ordinary partnership end?

TBK Article 639 regulates the grounds for ending a partnership. Establishing which ground has occurred in a particular case directly affects the date of ending, the management authority and the accounting period.

In a partnership of indefinite duration, or one formed for the lifetime of one of the partners, under TBK Article 640 notice of termination is, as a rule, given six months in advance and the termination takes effect at the end of the accounting year. Notice may not be given contrary to the rule of good faith and, in particular, at an inappropriate time. There is no single "immediate withdrawal" method applicable to every partnership.

Which events matter for termination for good cause?

Using partnership money for personal purposes, persistently concealing accounts, serious breach of basic participation obligations, or lasting disagreements that prevent the pursuit of the common purpose may be assessed as good cause. However, merely saying that trust has been lost, or showing that the business has made a loss, is not sufficient in every file.

The seriousness of the breach, its duration, whether it can be attributed to the other partner, and its effect on the continuation of the partnership must be specified. Bank records, warning letters, responses to requests for inspection, the contract and business records are therefore important. The defenses that "the expenses were made for the partnership", "the accounts have already been presented" or "the claimant did not fulfill the principal obligation" are also examined.

TBK Article 639(7) makes it possible to request termination for good cause also in partnerships of fixed duration. Accordingly, the fact that the contract term has not yet expired does not, on its own, bar this action. On the other hand, not every management dispute requires termination; more suitable remedies in the particular case, such as the right to inspect or the removal of management authority for good cause, are also considered.

Can a partner leave while the partnership continues?

TBK Articles 633 to 636 allow, in certain conditions, the partnership to continue with the other partners and a settlement with the departing partner. This route is different from liquidating the whole partnership. The existence of a continuation clause in the contract, the event that occurred and the form of notice must be examined together.

The departing partner's share passes to the other partners under the conditions set out in the law. The return of property left for use, release from partnership debts that are due, security for debts not yet due, and a share calculated as of the date of departure may arise. If the assets are not sufficient to cover the debts, the departing partner may have to bear a share of the loss; for unfinished work, profit or loss arising later may need to be taken into account.

A partner who transfers his or her share to a third party does not, by that alone, make the transferee a partner. Under TBK Article 632, the consent of the other partners and the structure of the partnership are examined. The position "I transferred my share, so I am free of all my debts" may be incomplete, both in the internal relationship and as regards creditors. For a broader framework, the article Partner's Withdrawal from an Ordinary Partnership and Expulsion of a Partner may be read.

Partners' rights to request accounts and to supervise

A partner who is not a manager is also entitled to obtain information on the operation of the partnership, to inspect the books and records, to take copies of them, and to prepare a summary of the financial position. Contractual provisions that remove the right under TBK Article 631 are not valid. The scope of the inspection must be built around supervision of the partnership's accounts, not personal curiosity.

Under TBK Article 630, managing partners must render accounts and pay their share of profits. The rule allowing the accounting period to be extended beyond one year does not apply. For this reason, a claim for the profit of a period while the partnership continues is not the same as the final liquidation share of a partnership that has ended. Not every claim for profit should be treated automatically as a request to dissolve the partnership.

A partner may also be liable for loss caused by his or her fault. Under TBK Article 628, a benefit obtained in one matter does not automatically offset loss caused by fault in another. However, not every unsuccessful commercial decision creates a personal liability for damages; a breach of the duty of care, loss and causal connection must be shown. For readers facing a similar situation, the article Partner Who Does Not Render Accounts in an Ordinary Partnership may be a useful guide.

Agreed liquidation and the liquidation protocol

If the partners can agree on the accounts, they may carry out the liquidation outside court. Under TBK Article 644, the principle is that all partners, including those who are not managers, carry out the liquidation together. It is not necessary in every partnership to appoint an external liquidator. The partners may designate a liquidator; if they cannot agree, they may ask the judge to appoint one. Where the contract provides that a partner carries out certain transactions in his or her own name and for the account of the partnership, that partner remains obliged, even after the partnership has ended, to carry out those transactions and to account to the other partners.

The liquidation protocol must set out the date of ending, the inventory, bank and cash balances, receivables to be collected, debts, advances, expenses, contributions and the sharing account. Where it is agreed that an asset will be left to a partner instead of being sold, its value, the form of transfer, the position of debts and the effect on the other partner's account must be shown. Special formal requirements for transactions such as the transfer of title at the land registry must also be complied with separately.

The protocol must also regulate the payment schedule, delivery records, security, the keeping of books and records, and how debts or receivables arising later will be handled. The sentence "the parties have released each other" alone does not safely resolve all unknown account issues. The scope of the release and the obligations not yet performed must be kept separate.

Where the remuneration of a liquidator has not been fixed in the contract or by unanimous decision of the partners, the judge sets it, taking into account labor, the nature of the work and the income of the partnership's assets. The remuneration is covered from the partnership's assets or, if that is not possible, jointly and severally by the partners. However, the sharing of debts between the partners cannot be turned into a release from a debt towards the creditor without the creditor's consent. The article How to Prepare an Ordinary Partnership Liquidation Protocol? also addresses this subject from a different angle.

Jurisdiction, competence and parties in a liquidation action

How are the competent and territorially competent courts determined?

A dispute concerning an ordinary partnership is not automatically a commercial action merely because it relates to a business. The general court with subject-matter jurisdiction is the civil court of first instance. If the dispute is a commercial action within the meaning of Articles 4 and 5 of the Turkish Commercial Code (TTK), the jurisdiction of the commercial court of first instance is considered. In particular, the status of the parties as merchants and the connection of the dispute with the commercial businesses of both sides must be established.

On territorial jurisdiction, rules such as the defendant's place of residence and, for disputes arising from a contract, the place of performance may come into play. It is also examined whether there is a valid jurisdiction or arbitration agreement. A court clause written into a contract is not automatically valid; the conditions in Article 17 of the Code of Civil Procedure (HMK) are applied. If a claim relating to immovable property is added, the exclusive jurisdiction and the type of action are assessed separately.

Against whom is the action brought?

Because an ordinary partnership is not a separate legal person, it is not sufficient to name only the business name on the signboard as defendant. The persons between whom the partnership was formed must be identified, and proceedings must be arranged in which all partners affected by the liquidation are parties. The individual who signed the contract and a limited company that he or she separately owns cannot be used in place of one another.

The decision of the Court of Cassation (Yargıtay) 3rd Civil Chamber dated January 20, 2015, E.2014/13639, K.2015/1168, is significant for the participation of all partners in the proceedings and for the joint assessment of the partnership's accounts. Where a partner has died, transferred his or her share or where a legal person is a partner, the documents for succession, representation and joinder of parties must be completed separately.

Is mediation mandatory?

There is no single answer applicable to all files for the dissolution and liquidation of an ordinary partnership. For claims for money and compensation of a commercial nature, and for other claims within the scope of TTK Article 5/A, mediation as a condition precedent to litigation is relevant. The claim to end the partnership and the money claim added to it must be characterized separately.

The fact that Law No. 6325, Article 18/B, contains provisions on the division of movable and immovable property and on partition of jointly owned immovable property does not automatically place every ordinary partnership liquidation in the same category. The legal nature of the claim is decisive. Even where it is not mandatory, the parties may negotiate the settlement in voluntary mediation. In a file where mediation is a condition precedent, skipping this stage creates a risk of dismissal on procedural grounds without examination of the merits.

How should a claim for debt be framed after the 2026 amendment?

Law No. 7589, published in the Official Gazette on July 31, 2026, repealed Article 107 of the Code of Civil Procedure (HMK). For this reason, it is no longer current to advise, on the basis of the old texts, that a new action should be filed as an "action for an undetermined claim". Under Provisional Article 1(10) of the Law, the former HMK Article 107 continues to apply to actions filed before the date of repeal.

Under Article 109(4) of HMK, added by the same Law, where part of a receivable is sued, the claim may be increased once within the same action, until the end of the fact-finding stage, without being subject to the prohibition on expanding the claim. For the part so increased, the limitation period is also deemed interrupted from the date of the action. In the particular action, the divisibility of the claim, its amount, court fees and procedural steps must be assessed separately.

In a liquidation action, it is not enough merely to state the capital originally paid in. The establishment or dissolution of the end of the partnership, the liquidation transactions, the recovery of the net receivable, offsetting items and interest claimed must be set out in a clear relationship. Although under HMK Articles 26 and 33 the legal characterization belongs to the judge, the relief sought and the facts relied upon must be presented to the parties in an understandable way.

The approach of the Court of Cassation (Yargıtay) 3rd Civil Chamber in its decision dated February 15, 2018, E.2016/10029, K.2018/1119, shows that an account arising from a partnership relationship that has ended is assessed in the context of liquidation. This approach should not be extended without limit to profit of the current period in a continuing partnership, or to a purely personal loan between partners that is entirely independent of the partnership.

What evidence is needed in a liquidation action?

Although a partnership contract is not subject, in every case, to a general requirement of written form, the question of proof is separate. The provisions of HMK on proof by writing, the commencement of written evidence and the exceptions apply according to the specific legal transaction. A bank receipt may show the movement of money; but a receipt without explanation does not always prove, on its own, that the payment was capital.

Where the records are in the hands of the other side, a request for production under HMK Article 219 et seq. must be made specific. Instead of "bring all documents", it must be explained which record, for which period and relating to which transaction is required. The court assesses the consequences of refusing to produce documents under the relevant conditions; the absence of a document does not automatically make all of the other side's claims correct.

The Court of Cassation (Yargıtay) 3rd Civil Chamber decision dated November 6, 2024, E.2023/5513, K.2024/3572, is a useful guide on a dispute concerning a restaurant business: fixed assets must not be left out of the account, a one-sided record is not sufficient, and an inspection suited to the characteristics of the business must be carried out. In its decision dated December 17, 2024, E.2023/5175, K.2024/4392, a conclusion on a partnership receivable reached before the liquidation transactions were completed was criticized. A gap in records does not remove the need for a reviewable account.

Interim injunctions, preservation of evidence and trustees

Filing a liquidation action does not, in itself, place the assets under protection. However, it cannot be said that a trustee must be appointed in every petition or that all accounts must be frozen. Under HMK Article 389 et seq., conditions such as a considerable difficulty in enforcing the right or a serious risk of harm are assessed together with a prima facie showing and proportionality.

A concrete risk may consist of the disposal of stock, the deletion of records, or the redirection of partnership income to another account. The measure requested must be connected with that risk. Preserving records, restricting transactions over a particular asset, keeping documents by a suitable method, or requiring a regular account may be debated depending on the circumstances. Wide-ranging requests that make the business unnecessarily unable to operate are assessed separately.

The functions of a trustee, a supervisor, an expert and a liquidator are not the same. Whether a trustee is needed for management or representation depends on separate legal conditions. Where a monthly income and expense report, an on-site financial examination, or a cash or inventory check is requested, the reasons for them and the limits of the mandate must be explained.

Where there is a risk that evidence may be lost or become harder to obtain later, preservation of evidence under HMK Article 400 et seq. may come into question (see preservation of evidence). In particular, the type and quantity of stock, the condition of vehicles and machinery, and the protection of electronic records may be matters that must be dealt with before the outcome of the action. A precautionary attachment considered to protect a money claim is not the same institution as an interim injunction; it is examined according to its own conditions. For details on the subject, the article Protection of Assets in the Liquidation of an Ordinary Partnership may be consulted.

How is liquidation conducted under court supervision?

First, it is examined whether the partnership contract contains a valid liquidation method. In judicial liquidation where agreement cannot be reached, the Court of Cassation's practice emphasizes a three-stage method of accounting and supervision. The judge resolves the legal dispute; the expert or the person carrying out the technical account reviews the report. The power to make the final decision cannot be delegated to a technical expert.

Determining assets, debts and partners' accounts

The assets and liabilities of the partnership are established by reference to the date of ending. The managing partners are asked to render accounts; cash, bank balances, receivables, stock, fixed assets, real property, debts and the amounts drawn by the partners are examined. The first balance sheet is notified to the parties, objections are received, and the items in dispute are assessed with their supporting evidence.

In its decision dated November 18, 2014, E.2014/11009, K.2014/15095, the Court of Cassation (Yargıtay) 3rd Civil Chamber stressed that the liquidation must be carried out by examining all accounts. A claim that a partner did not fully perform his or her contribution obligation does not, on its own, require abandoning the liquidation account; the incomplete performance and its consequences are taken into account in the account.

Collecting receivables and converting assets into cash

Collectible receivables are pursued; the necessary assets are converted into money by a suitable procedure. A partner's wish to acquire an asset cannot be concluded without regard to the other partner's account and the liquidation debts. The sale method is determined in accordance with the contract and the rules applicable to the dispute. Court of Cassation decisions also refer to the analogous application of the official liquidation provisions of TMK Article 634 et seq.

The date of valuation is not the same for every item. The return value of a contribution property transferred to the partnership and the price of an asset sold during the liquidation must not be confused. For an asset sold earlier, the actual sale and collection records are needed; for an asset still held, a valuation suited to its nature is required. An allegation that a sale was irregular or at an undervalue is investigated separately.

The Court of Cassation (Yargıtay) 3rd Civil Chamber decision E.2014/13639, K.2015/1168, is an example of separate assessment of sold and unsold independent units and of expenses and earlier payments. The General Assembly of the Civil Chambers of the Court of Cassation (Hukuk Genel Kurulu) decision dated July 4, 2018, E.2018/16, K.2018/1315, also shows that the values cannot be carried forward to the date of the decision without examining the date of ending and the contract terms. For this reason, the approach "everything is calculated at today's market value" is not correct. In connection with this, the subject Return of Capital in an Ordinary Partnership should also be considered together.

Final balance sheet, distribution and court decision

After collections and sales, debts, advances, expenses, contributions and the remaining profit or loss are calculated together. The decision of the Court of Cassation (Yargıtay) 3rd Civil Chamber dated November 18, 2014, E.2014/10535, K.2014/15088, also shows that the liquidation must be concluded within this unity.

The parties' objections to the final balance sheet must be evaluated, so that it is made clear who must pay whom, what amount, and at what interest. Under HMK Article 297, a judgment that merely states "the partnership is to be liquidated" and leaves the performances uncertain may create new disputes in practice.

In academic writing, the role of the court is debated. Erol Ulusoy argues that, under TBK Article 644, the court's role should be limited to appointing the liquidator and resolving the disputes that arise. By contrast, in the Court of Cassation decisions examined here, the approach of resolving the dispute by completing the liquidation account under court supervision continues. When building a litigation strategy, this difference of academic opinion should not be confused with the method applied in practice.

How are contributions, profit and loss calculated?

Under TBK Article 643, in the liquidation account the partnership's debts are considered first, followed by the advances and expenses made by the partners and their contributions; the remaining value is then shared. If the assets are not sufficient for the debts and contributions, a loss calculation is made. The account must be prepared together with the valid arrangements in the contract.

Under TBK Article 623, unless otherwise agreed, participation in profit and loss is equal, regardless of the value and nature of each partner's contribution. A partner contributing more capital does not, automatically, have a higher share of profit. Where the contract fixes only a profit share or only a loss share, the complementary provision of the law is applied. A partner who contributes only labor may be agreed not to share in losses; but this exception does not arise automatically for every labor partner.

A partner who transfers ownership of property to the partnership as a contribution share generally claims, under TBK Article 642, the value fixed at the time of contribution rather than the return of the same item. Unless the contract provides otherwise, the value at the time the contribution was made is the basis. The position is different for property whose use alone has been left to the partnership. Therefore, the result "I brought the machine, so I will certainly get the same one back at the end of the liquidation" is not valid under every contract. The details of this stage are also addressed in the article How to Calculate a Liquidation Share in an Ordinary Partnership?.

Numerical example: why capital and profit share must be kept separate

The following example is entirely hypothetical. It assumes two partners who share profit and loss equally; partner A contributed TRY 800,000 and partner B contributed TRY 300,000 in capital; A additionally gave an advance of TRY 200,000; and B incurred TRY 100,000 of expenses for the partnership. External debts and liquidation costs total TRY 1,000,000. The items are separate; no additional interest or other offsetting is assumed.

On these assumptions, A receives a total of TRY 1,500,000 (TRY 800,000 capital, TRY 200,000 advance and TRY 500,000 profit), while B receives a total of TRY 900,000 (TRY 300,000 capital, TRY 100,000 expense and TRY 500,000 profit). Although the capital contributions differ, the profit is equal; equal profit does not require that total payments be equal.

In the same example, if the total value had been TRY 2,000,000, after the external debts and the advances and expenses had been deducted, TRY 700,000 would have remained for the capitals. The shortfall of TRY 400,000 against total capital of TRY 1,100,000, at the assumed equal loss ratio, would be TRY 200,000 per partner. In that case, A would receive a total of TRY 800,000 for capital and advance, and B a total of TRY 200,000 for capital and expense. In an actual file, the contract, separate claims for loss based on fault, and unpaid debts may change the result.

Liability towards third parties, tax offices and the SGK

Under TBK Articles 637 and 638, it matters on whose behalf and with what authority of representation a transaction was made. A transaction a partner makes solely in his or her own name is not treated in the same way as a debt assumed in representation of all partners. For debts assumed by the partners jointly or through a representative, joint and several liability may arise under the statutory conditions. In such a case, the creditor may also claim the receivable from one of the liable partners.

Under TBK Article 645, the ending of the partnership does not change the obligations existing towards third parties. Leaving a debt to one partner under an internal protocol does not automatically release the other partner as against the creditor. Where a partner is a legal person, liability for private-law debts is assessed through that legal person; a natural person who is merely its shareholder is not automatically burdened with a personal debt. The special liability provisions that apply to public debts are assessed separately.

Tax and social security (SGK) debts must be taken into account in the liquidation account. However, a general order whereby all public debts are always paid before all private receivables cannot be established. The type of public receivable, security, attachment and the state of enforcement proceedings, together with Law No. 6183 and the relevant special provisions, are examined. The order of accounting between partners under TBK Article 643 is not, by itself, a ranking table rule for every form of compulsory enforcement.

Closing the tax registration, the municipal licence, the lease, employees, bank authorizations and continuing contracts are also dealt with under their own rules. Physically closing a shop is not the same as ending all legal obligations. A partner who pays later and wishes to recover from the others must document the payment and the basis of the internal sharing.

For details, the article Liability of a Limited Company Partner for Tax Debts may be consulted.

Points to watch on limitation periods and interest

When does the limitation period begin?

Under TBK Article 147(4), claims arising from the partnership contract and claims between the partners or between the partners and the partnership are subject to a five-year limitation period. However, under TBK Article 149, the starting point is the date on which the claim becomes due. For this reason, it is wrong to count five years from the date the partnership was formed for every claim.

The profit of a period, an advance, a withdrawal share, the balance determined at the end of the liquidation and a personal claim independent of the partnership each require different treatment. The enforceability of the final liquidation balance and the stage at which the account was completed must be examined together. A claim to terminate the partnership also cannot automatically be tied to the same starting date as a money claim.

The effect of acknowledgment of debt, the filing of an action and enforcement proceedings, and the special rules on limitation and preclusive periods in the course of mediation must be considered separately. It must not be assumed that an ordinary warning letter always interrupts the limitation period. The rule added in 2026 to HMK Article 109(4) on increasing claims should also be taken into account when planning the filing and any increase of the action.

From what date is interest claimed on which debt?

Statutory reference-rate interest does not apply automatically to all capital, or to each year's profit, from the date the partnership was formed. First, the type of receivable and the basis of the interest obligation are determined. Under TBK Article 627(2), interest on an advance given to the partnership runs from the day it was given. By contrast, for profit of a period or a liquidation balance, maturity, default, notice and the terms of the contract are examined separately.

Law No. 7589, Article 10, and Law No. 3095, Article 1, have been amended. Under the new provision in force from July 31, 2026, statutory interest is tied to eighty percent of the reference rate that the Central Bank of the Republic of Türkiye (TCMB) applied to its short-term credit operations on December 31 of the previous year. Where there is a difference of at least five points between the rate of June 30 and the rate of the previous December 31, eighty percent of the June 30 rate is applied in the second half of the year.

For this reason, applying an old fixed statutory interest rate to the whole period is not a current method of calculation. The period to which the interest belongs, the date of the change in force and the relevant TCMB rate must be checked together. The provisions of Law No. 3095, Article 2, on commercial default interest, and the valid terms of the contract, are assessed separately. The tying of the new statutory interest to the reference rate does not mean that the full reference rate may be claimed directly on every partnership receivable. Nor is it a general and unlimited right to run interest again by adding accrued interest to principal.

Duration of the action, costs and preparing the file

The duration of a liquidation action depends on the number of partners and assets, the state of the records, the need for sales, expert examination and appeals. The periods of three months each, set out in Court of Cassation decisions for the stages, which the judge may lengthen or shorten according to the dispute, do not mean that every action will end in nine months. The regulation added by Law No. 7589 to HMK Article 147 on the interval between hearings is also not a guarantee of the total duration of the action, as the law contains reasoned exceptions.

Court fees, advances on costs, expert fees, on-site examination, service, the fees of the liquidator and sale costs depend on the legal protection sought and the work to be carried out. The opposing party's attorney fees and the contractual fee between lawyer and client are not the same item. A fixed total cost or a guarantee of collection cannot be given without reviewing the file.

In a file prepared before filing, the following elements should appear together:

• The identity of the partners, the partnership contract and its amendments.
• The reason for the end, the chronology of dates, notices and continuing work.
• An account that shows separately assets, debts, advances, expenses, capital and earlier distributions.
• The document for each item, the opposing party's likely objection and the examination requested.
• Jurisdiction, competence, mediation and a claim in line with the 2026 procedural changes.
• The concrete protective need arising from a risk of loss of evidence or assets.

This preparation does not remove every dispute; but it makes visible which amount is claimed, why, and what record will prove it. The link between the liquidation balance and the relief sought is also important for enforceability of the judgment.

Conclusion

The aim in liquidating an ordinary partnership is not limited to counting back each party's initial investment one by one. The whole economic relationship of the partnership must be closed in accordance with the contract, the reason for the end and verifiable records. A correct account includes third-party debts, advances, expenses, contribution shares, earlier payments and the remaining profit or loss together.

Requesting an account and a profit share during the continuation of the partnership, and the departure of a partner and the complete liquidation of the partnership, are different routes. If an action is to be filed, the parties, the competent court, mediation and the form of the claim must be assessed from the start. In particular, the claim for debt and the interest changes of 2026 have made the reuse of old petitions risky.

In any application to Güneş & Güneş Law Firm, submitting the partnership contract, bank transactions, financial records and any existing notices together helps in assessing the dispute. For a consultation on a specific file, contact details are available. This text is general legal information; the outcome of a particular file is assessed on the facts and evidence of that file.

Frequently Asked Questions

If there is no written contract, can an ordinary partnership be proven?

Yes, depending on the circumstances of the relationship, it may be possible. However, the validity of the contract and the rules of proof are separate matters. Bank transactions, correspondence, the division of work and other documents are examined together; the rules on proof by writing and their exceptions are applied to the specific facts.

Can I recover the full amount of money I put into the partnership?

That result is not guaranteed. External debts, expenses, advances, losses and amounts received earlier affect the liquidation account. In the final account, you may end up as a creditor, but an additional payment obligation may also arise.

Does a partner who contributes more capital receive more profit?

Where the contract provides no different ratio, under TBK Article 623 participation in profit and loss is, as a rule, equal. The return of capital and the sharing of profit are separate items in the account.

Does a partner who contributes only labor share in losses?

The rule and the contract are assessed together. It may be agreed that a partner who contributes only labor will not share in losses; without such an agreement, an automatic exemption cannot be assumed.

What can be done if the other partner does not render accounts?

The rights to accounts and inspection under TBK Articles 630 and 631 may be asserted. The records requested must be specified; where necessary, production of documents, preservation of evidence or temporary protection on suitable conditions may be requested.

Can a profit share be claimed while the partnership continues?

Yes. A claim for the period account and profit share does not necessarily require that the partnership be ended. It must be explained whether the amount claimed is distributable profit of the period, a withdrawal share, or the liquidation balance.

Does the death of a partner necessarily end the partnership?

Not in every case. Arrangements for continuing with the heirs or with the other partners, and TBK Articles 633 to 639, are examined together. The representation and account rights of heirs are assessed separately.

Is a liquidation action always filed in the commercial court of first instance?

No. General jurisdiction and the conditions for a commercial action are distinct. For the commercial court of first instance to have jurisdiction, the dispute must fall within Articles 4 and 5 of the TTK.

Is mediation mandatory in all liquidation actions?

No. The nature of a commercial money claim, a claim solely for termination and a claim for division are assessed separately. Whether mediation is a condition precedent to the action must be determined according to the specific relief sought in the file.

Can an action for an undetermined claim be filed after 2026?

Law No. 7589 repealed HMK Article 107 with effect from July 31, 2026. There is a transitional provision for actions filed before that date. For new actions, the form of the claim must be framed with particular regard to the possibility of increasing a partial claim under HMK Article 109(4).

Is a trustee appointed in every liquidation action?

No. A trustee, a liquidator and an expert perform different functions. The legal basis, necessity and scope of an appointment or protection request are assessed on the facts of the case.

If there are no books, must the action be dismissed?

No. Other documents, bank and business records, and appropriate expert examination may be considered. However, a gap in the records does not mean that the claims are accepted without proof, or that the burden of proof disappears.

Does closing the tax registration end the partnership's debts?

No. Administrative closure procedures and private-law debts are separate matters. Under TBK Article 645, the ending of the partnership does not change obligations that exist towards third parties.

Does interest run on a liquidation receivable from the date of formation?

It does not run automatically. The advance, the profit of the period and the final liquidation balance are assessed separately. The starting point and type of interest are determined by the contract, maturity, default and the relevant statutory provisions.

How long does a liquidation action take?

A fixed period cannot be given. The order of the accounts, the number of parties, the sale of assets, expert examination and appeals all affect the duration. The three-stage liquidation method is not a firm commitment to a result within three or nine months.

Sources and legal bases

• Turkish Code of Obligations No. 6098: in particular Articles 117, 147, 149, 154 and 620–645. Text as adopted by the Grand National Assembly of Türkiye (TBMM); subsequent amendments are also considered.
• Code of Civil Procedure No. 6100: provisions on jurisdiction, competence, claims, proof, judgments and temporary legal protection; for the 2026 amendments, see Law No. 7589 below.
• Turkish Commercial Code No. 6102: in particular Articles 4, 5 and 5/A.
• Law No. 6325 on Mediation in Civil Disputes: in particular Articles 18/A and 18/B; Amending Law No. 7445.
• Law No. 7589 Amending Certain Laws for the Effective and Efficient Functioning of the Judiciary: adopted July 16, 2026; Official Gazette July 31, 2026, No. 33326; in particular Articles 10, 19–21, Provisional Article 1(10) and Article 26. TBMM record.
• Law No. 3095 on Statutory Interest and Default Interest: Articles 1 and 2; the text of Article 1 as amended by Law No. 7589.
• Court of Cassation (Yargıtay) 3rd Civil Chamber, November 18, 2014, E.2014/11009, K.2014/15095: liquidation account and assessment of the contribution debt.
• Court of Cassation (Yargıtay) 3rd Civil Chamber, November 18, 2014, E.2014/10535, K.2014/15088: holistic liquidation within the partnership relationship.
• Court of Cassation (Yargıtay) 3rd Civil Chamber, January 20, 2015, E.2014/13639, K.2015/1168: joinder of parties, valuation and partnership accounts.
• Court of Cassation (Yargıtay) 3rd Civil Chamber, February 15, 2018, E.2016/10029, K.2018/1119: partnership receivable and liquidation relationship.
• Court of Cassation (Yargıtay) Civil General Assembly, July 4, 2018, E.2018/16, K.2018/1315: date of ending, contract and liquidation account.
• Court of Cassation (Yargıtay) 3rd Civil Chamber, November 6, 2024, E.2023/5513, K.2024/3572: fixed assets and examination of business records.
• Court of Cassation (Yargıtay) 3rd Civil Chamber, December 17, 2024, E.2023/5175, K.2024/4392: liquidation transactions and assessment of receivables.
• Erol Ulusoy, "The Liquidation of Ordinary Partnerships and the Duties of Courts" (Adi Ortaklığın Tasfiyesi ve Mahkemelerin Görevi), Uyuşmazlık Mahkemesi Dergisi (Jurisdictional Disputes Court Journal), 2015, issue 5, pp. 879–904; in particular pp. 901–904. Full text.

Court of Cassation decisions were reviewed through the full-text reproductions linked above; the decision websites linked are not the official Court of Cassation portal. Source check date: October 13, 2026.