Money contributed as capital to a simple partnership is not a debt that one partner can demand back from the other, in the same amount, at any time it chooses. Recovery begins by determining whether the payment was capital, a loan or an advance. Where capital is involved, the general rule is that the partnership must end and a liquidation account must be prepared; because of debts and losses, the amount that can be recovered may be lower than the initial contribution. The partnership relationship, the payment made and the balance claimed must be proven together.
Is Every Payment Made to a Partnership Treated as Capital?
The legal nature of a bank transfer cannot be determined from the payment description alone. The partners' agreement, the purpose for which the money was used, the accounting entry and the parties' later statements are assessed together. The same person may have contributed capital on one date and covered the business's temporary cash need on another. Treating these items as a single total leads to wrong conclusions about maturity, interest, loss sharing and the order of payment on liquidation.
| Nature of the payment | Defining feature | Key issue in a claim for repayment |
|---|---|---|
| Share of participation, capital in everyday language | Fulfilment of the duty to join in the common purpose | The right remaining at liquidation or on withdrawal |
| Loan | A separate financing relationship creating a duty to repay on agreed terms | The identity of the debtor, the maturity and the repayment agreement |
| Advance to the partnership | Temporary money provided for the partnership, separate from the share of participation | The existence and accounting of the advance, and interest under TBK art. 627 |
| Partnership expense | An expense for the partnership's business paid from personal resources | The link of the expense to the partnership, the authority required and the payment |
TBK arts. 620–621 govern joining the common purpose, and art. 627 governs expenses and advances. For loans, the separate contractual regime of art. 386 et seq. applies.[1] This distinction cannot be changed by the label a party chooses. A partner who contributed capital while accepting the risk does not acquire a right to repayment merely by calling the payment a "loan" when the business deteriorates.
If the other side says "this was the capital you undertook", correspondence showing a repayment date and that the money was kept apart from capital is what matters. By contrast, if money sent with the description "capital" was in fact given for a relationship that was planned but never established, it must be examined separately whether the partnership came into existence at all. Unjust enrichment or any other ground for return can be assessed only on its own conditions and time limits; it is not automatically accepted because the partnership cannot be proven.
How Are a Partnership and Capital Proven Without a Written Agreement?
The validity form and the requirement to prove by written document differ
A simple partnership agreement can, as a rule, be concluded orally. However, the fact that an oral agreement is valid does not mean it can always be proven by witness testimony alone. The burden of proof on the party asserting the partnership and the limit on proof by written document, which depends on the date the legal act was performed, are assessed under arts. 190 and 200 of the Code of Civil Procedure (HMK).[1][2] Transactions such as transferring ownership of immovable property as a contribution are, in addition, subject to their own validity form.[1]
A signed agreement, a protocol accepting the share ratio, an account statement sent by the other party, and a secure electronically signed document form a strong starting point. Ordinary message records, however, are not accepted as equal to a written document. A message whose content, sender and integrity are verified is a document under HMK art. 199; where it comes from the other party or its representative and makes the transaction probable, it may constitute initial evidence under art. 202. In that last case, hearing witnesses comes into question.[2]
Exceptions such as transactions between close relatives under HMK art. 203, and the other party's express consent, must also be examined separately. Not every friendship or relationship of trust removes the rule on proof by written document. Even in a claim of payment in cash, showing only where the money was withdrawn from may not be enough: it must be explained to whom, when and in what capacity the payment was made.
Proving the partnership is not proving the amount paid in
Working together, being present at a workplace or earning income does not, on its own, necessarily establish a partnership. Employment, service, agency and loan relationships can produce a similar picture. The agreement and the actual practice showing that a contribution to a common purpose was undertaken must be presented. Even where a partnership is accepted, which part of the amount was the share of participation, which part was repaid, and which part was offset against personal expenses are separate questions to examine.
In its decision of January 16, 2020, E.2017/3-1019, K.2020/25, the Civil General Assembly of the Court of Cassation (Yargıtay Hukuk Genel Kurulu) dealt with parties who were siblings. Having assessed the exception to proof by witness testimony and the other evidence in the file, the Assembly accepted the partnership relationship; it held that a claim for collection under a cheque given in return for the partnership share covered dissolution and liquidation. The contrary opinion of the lower court was quashed because the decision was reached without examining all the accounts. The decision does not say that every oral partnership can be proven by witness testimony, nor that the cheque amount must necessarily be paid.[3]
Must the Partnership Be Dissolved for a Return of Capital?
When a partner withdraws its capital by its own decision while the business continues, the resources tied to the business by the other partners and the obligations undertaken toward third parties are affected. The action sought must therefore be clearly defined: ending the whole partnership, withdrawal of one partner under the continuation terms of the agreement, and recovery of an independent money claim that has already fallen due are different requests.
The grounds for termination under TBK art. 639 must be tied to concrete facts such as the expiry of the term, the achievement or impossibility of the common purpose, the partners' agreement, or good cause. In a partnership of indefinite duration, the six-month notice under art. 640, the end of the financial year and the principle of good faith are considered together. Requesting termination from the court for good cause is a separate route.[1] Rather than the statement "our relationship has broken down", events such as a refusal to render accounts, the cessation of activity or the impossibility of pursuing the common purpose must be described with their dates and documents.
The fact that the case law may extend a claim for return of capital to liquidation does not make a petition based only on a single transfer amount safe. The partnership relationship, the grounds for ending it, the known assets, the partners' accounts and the payment sought at the end of liquidation must be clearly set out. A decision to terminate and the collection of a liquidation balance are not the same stage.
If the partnership is to continue with the other partners, the withdrawal conditions and the share calculation under TBK arts. 633–636 may come into play. The measure here is not the automatic refund of the money initially paid in, but the share that would result if liquidation had taken place on the date the partner's status ended. Unless the continuation clause and the withdrawal conditions are examined, it cannot be said that each partner has an unlimited unilateral right to exit.[1]
Is the Whole Amount Paid In Recovered on Liquidation?
Accounts first, distribution afterwards
A liquidation account is not limited to the cash in the till. Uncollected customer receivables, stock and fixtures, cheques drawn by partners, tax and employee liabilities, bank loans, advances and expenses are assessed in the same statement. The fact that an invoice appears in the records does not, in every case, prove that it was paid or that it relates to the partnership; it must be matched with the supporting documents.
Under TBK arts. 642–644, debts, advances and expenses are taken into account; the repayment of participation shares and the sharing of any remaining profit or loss are calculated accordingly. Where property was transferred as a contribution, the statutory rule is not the return of the item in kind, but the taking into account of the contribution value determined; the effect of any arrangement between the partners that only the use of the item was handed over, and the rights of third parties, must be examined separately.[1]
The General Assembly decision mentioned above emphasises a three-stage review: determining the assets and debts, the conversion into cash where necessary, and the final distribution account. The liquidator's balance sheet must be opened to the parties' objections, and the court must set out the rights and obligations and then give judgment.[3] For this reason, an expert report that answers only the question "how much money was paid in?" may not be sufficient. For details on this subject, the article How Is a Simple Partnership Liquidation Protocol Prepared? may be consulted.
Commercial loss is separated from a partner's faulty conduct
Capital is not guaranteed in full like a deposit that is protected in its entirety. Suppose, hypothetically, that two partners each put in 300,000 TL, that equal loss sharing is valid, and that after all priority items 400,000 TL remains. If there are no other account items, each may receive 200,000 TL. If the accounts are worse than that, an additional loss liability may also arise. This example does not mean that the share ratio is equal in every concrete case.
On the other hand, a managing partner who presents personal expenses as business expenses, or who keeps income it collected, cannot be explained by the defence "the partnership made a loss". Culpable loss under TBK art. 628 must be separated from ordinary operating loss; the loss-causing transaction, the fault, the amount and the connection must be made concrete.[1] The defendant may also argue, with documents, that the expense was made with the partners' knowledge, that it relates to the business, or that the amount claimed has already been paid.
Against Whom and in Which Court Is the Action Brought?
Because a simple partnership has no legal personality, naming only the trade name of the business or its tax number as defendant is not enough. Termination and liquidation affect the legal position of all the partners; the partners other than the claimant must be made parties to the case. Where only an independent loan debt or a personal fault of one particular partner is alleged, the defendant is determined by the factual basis of that claim. The person to whose account a transfer was made is not always the final debtor or a partner.[1][2][3]
As to jurisdiction, the general court is the civil court of first instance. If the dispute is a commercial matter under TTK art. 4(1), the commercial court of first instance has jurisdiction. In particular, the commercial status of the parties and whether the dispute relates to the commercial enterprise of both parties must be examined; the fact that the work aims to earn money is not sufficient on its own.[2][4] The liquidation of a simple partnership and the action for dissolution of co-ownership over a specific immovable property must also not be confused.
As to venue, the starting point is the defendant's place of residence; rules such as the place of performance of the contract, multiple defendants and a valid choice-of-venue agreement are also assessed. It cannot be assumed that the court where the partnership's business premises are located is always the only competent court.[2]
Where the claim is commercial in nature and its subject is money, mediation as a condition precedent to litigation comes into question under TTK art. 5/A.[5] Whether the combination of a request for termination and liquidation with a payment claim added to it is subject to this requirement must also be assessed separately. Writing "liquidation" in the petition does not make this check unnecessary for the money claim; not every simple partnership dispute automatically falls under mandatory mediation.
Which Litigation Route Applies If the Claim Cannot Yet Be Calculated?
As of July 31, 2026, there is an important procedural change: Law No. 7589 repealed HMK art. 107 and introduced, under art. 109(4), the possibility of increasing the claim once, within the same action in a partial claim, until the investigation is concluded. For such an increase, the limitation period is considered interrupted for the increased part as of the filing date of the action.[6]
For actions filed before this date under HMK art. 107, the former rule continues to apply under the transitional provision. In those files, the requirement for an action for an indeterminate claim is that, at the time the action is filed, the plaintiff cannot be expected to determine the amount fully and precisely, or that doing so is impossible. It is not enough that the other side denies the debt, or that an expert examination is to be carried out. Concrete grounds of uncertainty, such as the necessary accounts being in the defendant's possession, must be shown.[2][6]
In a new action, the divisibility of the money claim, the initial amount, its relationship to the request for termination and liquidation, and the timing of the increase are planned together. HMK art. 109(4) only provides a convenience as to the amount of the claim; it does not create a claim that has not yet arisen, does not cure an incomplete joinder of parties, and does not remove the burden of proving the existence of the partnership. The increase fee and the content of the claim must also be properly completed. For a broader framework, the article Protecting Assets in the Liquidation of a Simple Partnership may be read.
When Do the Limitation Period and Interest Start?
Do not automatically start the five-year period on the date of payment
For claims arising from a partnership agreement under TBK art. 147(4), the period is five years. The starting point is, under art. 149, the maturity of the claim, that is, the moment it can be demanded.[1] The date of the capital payment, the end of the partnership, the conclusion of the liquidation account and the payment due date may all be different dates.
Here, requesting that liquidation be carried out must be distinguished from collecting a liquidation balance once determined. It cannot be said that all claims are protected indefinitely on the argument that liquidation has not yet been carried out; nor can it be said that the limitation period necessarily starts on the day the partnership ends for every money claim. The nature of the claim, the manner of termination, any liquidation agreement and the payment due date must be determined concretely. Where maturity depends on a notice, the rule in art. 149(2) that the period runs from the date on which the notice could be given is also important.
A formal notice does not, by itself, replace an action or enforcement step that interrupts the limitation period. Grounds of interruption such as acknowledgment of the debt, partial payment and judicial applications must be examined separately. While negotiations continue, the period should not be left unmonitored, and one should not wait until the last day on the ground that "the account has not yet been finalised".
Do not confuse advance interest with default interest
TBK art. 627 allows a partner who has given an advance to the partnership to claim interest from the day it was given. This special provision does not mean that interest runs from the same date on every capital contribution. For interest on capital or on the liquidation balance, the maturity of the claim, the valid contractual provision and the conditions of default under TBK art. 117 are examined.[1]
The demand must make clear which claim is being requested, according to which account, and by when payment is sought. A call for payment of an amount that is not yet due does not in itself create default. On the other hand, it cannot be assumed in every file that interest runs only from the date of the judgment merely because the sum will be calculated in the proceedings. The type, start date and basis of the interest must be clear in the relief sought. Because of the statutory interest system changed by Law No. 7589, the rule in force for each period also applies separately.[6]
Which Documents Should Be Checked Before a Claim?
TBK art. 631 gives a partner the right to inspect and take copies of the books and records.[1] When preparing a claim, each document should be matched with the relevant facts, rather than piling all bank movements into the file:
- The partnership agreement and its amendments: contributions, profit and loss shares, and provisions on continuation or withdrawal.
- Payment receipts and bank receipts: sender, recipient, description, date and connection to the agreement.
- Books, stock and fixture lists; tax, employee, supplier and loan liabilities.
- Repayments made to partners, profit distributions and personal drawings; offsetting entries that prevent a duplicate claim.
- Termination and account requests: the content of the notice, its arrival at the other party and the replies given.
- The complete sequence of lawfully obtained messages; the context and the original records rather than only selected screenshots.
Where there is a risk of losing documents, preservation of evidence may be considered; where the conditions of a serious risk to the right in dispute exist, interim legal protection may be considered. These routes do not guarantee payment. Court fees, the costs of the expert and the liquidator, the risk of litigation costs and the collection capacity of the other party must also be taken into account together.
Information and documents sent to Gunes & Gunes Law Firm are handled only for legal assessment and for the agreed purpose of the service, within the rules of professional secrecy and the protection of personal data. A secure document transmission channel should be obtained from the firm. An initial contact does not mean that the matter has been accepted.[7][8]
For the details of the account, see partner's share in liquidation; if the partnership is to continue, the conditions for withdrawal and expulsion may be examined together. 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
In a simple partnership, the return of capital cannot be reduced to demanding the amount shown on a receipt directly from the other partner. First, the nature of the payment and the partnership relationship must be proven; then the route of termination or withdrawal, the accounts of all partners and the balance to be shared must be determined. The correct defendant, the competent court, mediation where required, and the control of limitation periods and interest are what turn this account into a collectable claim. The sum finally recoverable may not be the same as the initial capital.
Frequently Asked Questions
Is it enough that the bank receipt says "capital" to get my money back?
No. It supports the payment and its purpose, but the terms of the partnership, the liquidation account and the identity of the person obliged to repay must also be established. The fact that the description was written only by the sender is also taken into account when the evidence is assessed.
If there is no contract, can I not bring an action based on a partnership?
You can. However, the party asserting the partnership must present evidence that complies with the applicable rules of proof. The possibility that a partnership was formed orally does not show that witness testimony is freely available in every file.
If the partnership made a loss, is the other partner obliged to pay back my whole capital?
As a rule, there is no such guarantee. Ordinary loss is taken into account under the valid sharing arrangement. If the other partner committed a culpable transaction or separately undertook a valid payment obligation, the conditions for that are examined separately.
Can I file a new action for an indeterminate claim in 2026?
HMK art. 107 was repealed on July 31, 2026. Actions filed under art. 107 before that date are subject to the transitional provision. For new money claims, a partial action and the increase possibility under HMK art. 109(4) are assessed, taking into account divisibility and the other conditions.
Can I claim interest from the day I paid in my capital?
Not automatically, for a capital contribution. A special rule for advances exists in TBK art. 627. For a liquidation balance, maturity, the contract and the conditions of default are examined separately.
Sources and legal bases
- Grand National Assembly of Türkiye (TBMM), Law No. 6098 on the Turkish Code of Obligations (Türk Borçlar Kanunu), adopted: January 11, 2011; Official Gazette (RG) of February 4, 2011, no. 27836; in particular arts. 12, 117, 147–154, 386 et seq., 620–645. TBMM text as adopted; copy of the legislation published by the Ministry of Labour and Social Security. For later procedural and interest amendments, see also [6].
- Law No. 6100 on Civil Procedure (Hukuk Muhakemeleri Kanunu), adopted: January 12, 2011; Official Gazette of February 4, 2011, no. 27836; in particular arts. 2, 6–10, 17, 50, 59–60, 109, 189–203, 389 and 400. Ministry of Justice copy of the legislation. This historical copy must be read together with the amendment and transitional provisions on arts. 107 and 109 in [6].
- Civil General Assembly of the Court of Cassation (Yargıtay Hukuk Genel Kurulu), January 16, 2020, E.2017/3-1019, K.2020/25; in particular reasoning paragraphs 22–25, 28–38. Full text of the decision published by Kazancı.
- Law No. 6102 on the Turkish Commercial Code (Türk Ticaret Kanunu), adopted: January 13, 2011; Official Gazette of February 14, 2011, no. 27846; arts. 4(1) and 5. Ministry of Trade copy of the legislation.
- Law No. 7445 amending the Enforcement and Bankruptcy Law (İcra ve İflas Kanunu) and certain other laws, adopted: March 28, 2023; Official Gazette of April 5, 2023, no. 32154; art. 31 for the amendment of TTK art. 5/A and art. 43 for entry into force. TBMM text of the law.
- Law No. 7589 on Certain Amendments to Laws for the Effective and Efficient Functioning of Justice (Yargının Etkin ve Verimli İşlemesine Yönelik Bazı Kanunlarda Değişiklik Yapılmasına Dair Kanun), adopted: July 16, 2026; Official Gazette of July 31, 2026, no. 33326; arts. 10, 19–20, provisional art. 1(10) and art. 26. Full text in the Official Gazette; TBMM text of the law.
- Attorneyship Law No. 1136 (Avukatlık Kanunu), art. 36. Union of Turkish Bar Associations (Türkiye Barolar Birliği) copy of the legislation.
- Personal Data Protection Authority (Kişisel Verileri Koruma Kurumu), Basic Principles on the Processing of Personal Data (Kişisel Verilerin İşlenmesine İlişkin Temel İlkeler), explanations of art. 4 of Law No. 6698. Authority publication.