The liquidator in a simple partnership (adi ortaklık) is appointed to determine the assets and debts of the partnership that has ended, to carry out the liquidation transactions and to prepare the final account among the partners. If the partners cannot agree on the appointment, any partner may ask the judge to make it. The liquidator does not take the place of the court that rules on the dispute; the liquidator’s authority is limited by the appointment decision and the purpose of the liquidation. A court-appointed expert and a trustee (kayyım), by contrast, perform different legal functions.
The closing of a business, the handing over of keys or the termination of a tax registration does not, by itself, show that the accounts between the partners have been completed. If it is not clarified who will collect the receivables, how the goods on hand will be utilized and which documents the partner holding the records will submit, the liquidation drags on. For this reason, defining the liquidator’s job description, the reporting arrangement and the method by which transactions are supervised matters as much as choosing the liquidator.
Who carries out the liquidation of a simple partnership?
Under Article 644 of the Turkish Code of Obligations (TBK), the starting point is that all partners, including those who are not managers, carry out the liquidation jointly. That a partner has managed the business for years does not mean that, after the partnership ends, that partner may sell all the assets alone or finalize the account balance alone. The partnership agreement and the decisions taken afterwards are examined together.
The law also contains a special continuing obligation: where the contract provides that a partner is to carry out certain transactions in the partner’s own name and for the partnership’s account, that partner is obliged to carry out those transactions alone after the partnership ends as well, and to render accounts to the other partners. This provision should not be read as an authority to engage in unlimited new commercial activity through the business that has ended.
The partners may leave the liquidation transactions to one person or to several persons. The person appointed may be one of the partners or an outside specialist. In files in which the records are concentrated with one partner, personal accounts and business accounts are mixed, or significant sales are to be made, choosing an independent person may make oversight easier. However, independence does not consist merely of the person not being a partner; the person’s professional and economic relationships with the parties must also be assessed.
How is the appointment of a liquidator by the court requested?
Disagreement among the partners and the scope of the application
Under TBK Article 644, if the partners cannot agree on the liquidator, each partner may apply to the judge. The consent of all the other partners to the application is not required. However, because the application affects the legal position of the other partners, the partnership relationship, the identity of the parties and the scope of the dispute must be stated correctly. It cannot be assumed that the problem of the proper composition of the parties is solved by using the name of a simple partnership that has no legal personality.
Merely proposing the name of one person in the application is not adequate preparation. The partnership’s field of activity, the reason for and date of its ending, the assets to be liquidated, the existing debts, the persons who hold the records and the settlements of accounts made earlier must be explained. Why the candidate is suitable, and for what reason accounting, valuation or sector knowledge is needed, must be made concrete.
Is the court with subject-matter jurisdiction the same in every case?
Not every request relating to a simple partnership is automatically regarded as a commercial action. The legal protection sought, the status of the parties, the conditions of a commercial action for the dispute and any special provisions on subject-matter jurisdiction are assessed. It should not be accepted that a bare request for the appointment of a liquidator and a contested liquidation action, in which the existence of the partnership, its termination and all the accounts are in dispute, give rise to the same procedural problems. Subject-matter and territorial jurisdiction are examined according to the real content of the application.
The nature of the request is also important with regard to mediation as a condition precedent to litigation. The position of a monetary claim of a commercial nature is not the same as that of a request solely for appointment or termination. Where claims have been joined, each request and the relationship between them must be addressed separately. It would not be appropriate to draw an automatic conclusion for all files from the name of an action.
In a contested liquidation and receivable claim on the merits, where there is no special rule on subject-matter jurisdiction, the jurisdiction of the civil court of first instance under HMK Article 2 is the starting point. If the dispute is a commercial action under TTK Article 4, the jurisdiction of the commercial court of first instance is assessed. For this reason, instead of looking only at whether the business appears commercial, the statutory conditions concerning the parties and the dispute must be examined. Whether the request for appointment is submitted independently or within an existing action may also affect how the application is assessed procedurally.
What is the difference between a liquidator, a court-appointed expert and a trustee?
Confusing these three roles may lead both to unauthorized transactions and to the choice of the wrong route of application. What is decisive is not the person’s profession or the short title used in the file, but the legal basis on which, and the task for which, the person was appointed.
| Appointment | Main function | Important limit of authority |
|---|---|---|
| Liquidator | Determining the assets, liquidation transactions and the final account | Cannot carry out unlimited transactions that impose debts on the partners outside the scope of the appointment |
| Court-appointed expert | Giving the court an opinion on a question requiring special or technical knowledge | Cannot decide the legal dispute; a report alone does not confer authority to sell or collect |
| Trustee | Representation in a specific matter or management of the assets, depending on the ground of appointment | Authority is limited to the matter and the protective purpose in the appointment decision |
Expert examination is a tool for evaluating evidence, governed by HMK Article 266 and the articles that follow. An expert who calculates the market value of a machine cannot sell the machine merely because he or she prepared this report. Likewise, the fact that the person who prepares an account report is referred to as a “liquidation expert” does not automatically give that person liquidation authority.
In the case of a trusteeship, the grounds for appointment in the Turkish Civil Code or the relevant special protection provision are the basis. The existence of a dispute does not by itself make it mandatory to appoint a management trustee for every simple partnership. If the appointment of a person within the scope of interim legal protection is involved, the duration, purpose and transaction limits of the decision must also be read separately. The appointment of a liquidator does not mean that all the provisions on trusteeship apply automatically.
Which matters should be clear in the appointment decision?
A well-prepared appointment shows where the liquidation will begin and by which documents it will be monitored. It is useful for the following matters in particular to be clarified in the decision or in the engagement agreement:
- The scope of the partnership’s activities, the period to be examined, and any agreement or dispute concerning the date of ending.
- How the bank, POS, stock, fixed asset, receivable, debt and partner current accounts will be gathered.
- The persons who will hand over accounts and documents, and the delivery schedule.
- The authority and procedure required for sale, collection, payment and transfer transactions.
- Notification of interim accounts to the parties, the gathering of objections and the timetable for the final report.
- The fee, the advance on expenses, any need for an assisting specialist and the retention of records.
These headings are not a mandatory form listed in the same way for every file in the law. The aim is to define the scope of the task according to the specific dispute. For example, the liquidation needs of a file involving an ongoing construction project and those of a file involving only a café’s fixed assets will not be the same.
Entering a sale or a payment undertaking that exceeds authority into the accounts afterwards does not automatically make the transaction valid. The transfer of immovable property, authority of representation, contracts with third parties and the required formalities are assessed under their own rules. The appointment of a liquidator also does not create a general power of disposition over contracts to which the partnership is not a party.
How should accounts and documents be handed over?
The provisions on rendering accounts in TBK Article 630 and on obtaining information and inspection in Article 631 are important in establishing the liquidation account. A managing partner’s statement that “it is with the accountant” does not remove the need to identify the records and bring them into the file. Documents should be listed, as far as possible, by period, account and transaction.
The handover record may show file names, date ranges, missing documents, the location of the physical originals and the format of the electronic records. Instead of bank movements being submitted only as screenshots, the provision of verifiable records showing the account, the period and the transaction descriptions may be requested. With regard to customer and employee data, the limit necessary for the review should be observed; the entire unrelated content of personal accounts should not be put into circulation in an uncontrolled way.
A missing record does not directly mean a zero balance. First, the reason for the gap and the possibility of completing it are investigated. The court’s powers concerning the production of documents under HMK Article 219 and the following articles may be used within the specific circumstances. Avoidance of rendering accounts is assessed together with the evidence and the burden of proof; it does not have the consequence that all the amounts alleged by one party are automatically accepted as correct.
At the beginning of the assignment, it is useful to take a count of the cash and stock on hand and to enter in the record the keys received and the access authorizations. The liquidator should not sign for past records that were not received as if they had been received; missing or disputed items should be separated out clearly. In this way, the period of the previous manager and the period administered by the liquidator are not mixed up. Being given access to a bank account is also not the same as the authority to withdraw money or to give payment instructions; the scope of each authority should be shown in the document.
Through which stages does a liquidation under court supervision proceed?
In the decision of the 3rd Civil Chamber of the Court of Cassation (Yargıtay 3. Hukuk Dairesi) dated October 2, 2025, No. 2025/795 E., 2025/4520 K., it was not considered sufficient to be content with termination and the appointment of a liquidator alone. The decision explains the stages of determining the assets and accounts, sale or valuation transactions, and drawing up the final balance sheet from the debts and the common items. In conclusion, it states that the judge must render a judgment that determines the rights and obligations of the parties.
The periods of three months each mentioned in the decision do not mean that every simple partnership liquidation will invariably be completed in nine months. It is also stated that, depending on the characteristics of the dispute, the periods may be extended or shortened. The sale of immovable property, a disputed receivable or the presence of inaccessible records may affect the timetable.
In legal scholarship there is also a different approach to the role of the court. Erol Ulusoy, emphasizing the economic nature of liquidation transactions, focuses on the court’s function of appointment and dispute resolution; he criticizes the understanding that the court itself carries out the liquidation. This view is not the same as the method in the Court of Cassation decision mentioned. When an implementation plan is prepared, the academic criticism and the procedure adopted in the decision should not be confused with each other.
How is an objection made to the liquidator’s transactions?
TBK Article 644 provides that disputes about the liquidation procedure and about the share to be distributed to the partners at the end of the liquidation are to be resolved by the judge. For this reason, an objection should not be limited to a statement such as “I do not accept the account.” It must be shown which transaction, date, document or account item is in dispute and what effect this has on the liquidation share.
For example, if it is claimed that the price of the machine that was sold did not enter the cash account, the sales contract, the bank record, the handover record and the relevant line in the balance sheet should be submitted together. The purpose of the objection should also be clear: Is it the production of a document, the correction of the account, an explanation of the authority to sell, a new valuation or a change of the liquidator that is being sought?
It cannot be said that the time limit for objecting to an expert report in HMK Article 281 applies automatically to every document of the liquidator. Whether the document has the nature of an expert report, the court’s interim decision and the period notified are examined separately. By contrast, if an expert report has been submitted to the file, the special time limits concerning the report must not be neglected. Making an objection also does not automatically stop a sale or payment transaction; a request for the necessary protection must be separately substantiated.
How are the fee, removal and liability assessed?
According to TBK Article 644, if there is no contractual provision on the liquidator’s fee and no decision taken unanimously by the partners, the judge sets the fee having regard to the effort the liquidation requires and the income of the partnership assets. The fee is collected first from the partnership assets; if that is not possible, from the partners jointly and severally. This special rule cannot be extended to mean that all the internal account items of the partners are always equal or joint and several.
The advance on expenses and the final fee should be kept apart. For which transaction the valuation, safekeeping, announcement or mandatory specialist review expenses were incurred must be documented. If both an expert fee and a liquidator fee are claimed for the same work, it must be clarified whether the tasks are really separate.
Where the liquidator does not provide records, has a conflict of interest, is delayed without explanation or exceeds his or her authority, the facts and documents are first established. An application may be made to the appointing authority for the scope of the assignment to be clarified, for accounts to be presented or, depending on the conditions, for the appointment to be changed. A request to replace the liquidator and a claim for compensation of damage are not the same thing. The liability regime to be applied in compensation must be established separately on the basis of the manner in which the person was appointed, the task undertaken, unlawfulness, fault, damage and causation.
Related articles: Objection to an Expert Report in a Simple Partnership; Enforcement of the Liquidation Decision of a Simple Partnership, and Interest; Debts and Recourse After the Liquidation of a Simple Partnership; Management, Representation and Removal of Authority in a Simple Partnership; Liquidation of a Simple Partnership: Interim Injunction and Preservation of Evidence.
Conclusion
A sound result in the liquidation of a simple partnership is not achieved merely by determining the liquidator. The limits of authority must be put in writing, the records must be gathered completely, the interim accounts must be opened up to the parties and the objections must be assessed with concrete documents. The liquidator carries out the transactions; technical expert opinion assists with accounting and valuation problems; and the court gives the judgment on the legal dispute. This distinction ensures that the final account is turned into an implementable decision.
Frequently Asked Questions
Can a partner request the appointment of a liquidator alone?
Yes. If the partners cannot agree on the appointment, each partner may ask the judge for an appointment under TBK Article 644. The procedure of the application and its parties are determined according to the scope of the request.
Does the liquidator have to be a financial adviser (mali müşavir)?
TBK Article 644 does not set a single professional requirement for all files. In addition to accounting knowledge, expertise suited to the partnership’s field of activity and independence in the role are assessed.
Can a court-appointed expert sell the partnership’s goods?
Being appointed only as an expert does not confer authority to sell. Authority for technical review and authority for liquidation and representation need separate legal bases.
Does the liquidation stop when the liquidator’s account is objected to?
An objection alone does not stop all transactions. If a stay or interim protection is needed for a specific transaction, its conditions and the request must be assessed separately.
From whom is the liquidator’s fee collected if no money is left in the partnership?
TBK Article 644 provides for the fee to be collected from the partnership assets and, if that is not possible, from the partners jointly and severally. The allocation in the internal relationship is addressed separately.
Sources and legal bases
- Law No. 6098, Turkish Code of Obligations (Türk Borçlar Kanunu), in particular Articles 630–631 and 639–645.
- Law No. 6100, Code of Civil Procedure (Hukuk Muhakemeleri Kanunu), in particular Articles 219–221, 266–282 and 297.
- Law No. 6102, Turkish Commercial Code (Türk Ticaret Kanunu), Articles 4–5 for commercial actions and subject-matter jurisdiction, and Article 5/A for the relevant claims.
- Law No. 4721, Turkish Civil Code (Türk Medeni Kanunu), Article 426 and the following articles on trusteeship.
- Court of Cassation 3rd Civil Chamber (Yargıtay 3. Hukuk Dairesi), October 2, 2025, 2025/795 E., 2025/4520 K., full text of the decision; an access account may be required in the database.
- Erol Ulusoy, Liquidation of the Simple Partnership and the Role of the Courts (Adi Ortaklığın Tasfiyesi ve Mahkemelerin Görevi), pp. 879–904; in particular the assessment of the role of the court and the conclusion section.