In a simple partnership liquidation action, an objection to an expert report means showing, with documents, in which transaction or calculation the report is wrong, and asking the court to remedy that deficiency. Under Article 281 of the Code of Civil Procedure (HMK), the basic period is two weeks from the notification of the report to the party. If the conditions are met, a one-time additional period of at most two weeks may be granted, to be requested within the initial period. The objection must be made concrete separately for missing assets, wrong valuation, double offsetting (mahsup) and an erroneous calculation of the distribution.
A single figure at the end of a liquidation report does not show that the whole partnership account has been examined correctly. Even if the final amount has been added up correctly in mathematical terms, the starting data may be incomplete. Leaving out a bank account, treating an advance given by a partner as capital, or recording the same invoice twice as an expense can change the liquidation result. An effective review first checks the scope of the account, and then the source of the data and the calculation method.
When does the period for objecting to an expert report begin?
Submission of the report to the file and the date of notification are not the same
Under Article 281 HMK, the period begins from the notification of the report to the party. The date on which the report was written, submitted to the court or seen in the UYAP file must be distinguished from the date of notification made in the proper manner. In electronic notification as well, the legal date of notification under Article 7/a of Law No. 7201 on Notification is the basis; the consequence of opening the document early or noticing the notice late is assessed on the basis of the notification record in the file.
In calculating the period, the starting day and the final day, official holidays and, where applicable, the provisions on the judicial recess must be examined together. Approximate statements such as “the report was uploaded two weeks ago” do not provide a safe calculation of the period. The notification of the report, the electronic notification receipt (mazbata) and the court’s interim decision should be kept in the same file.
An additional period is not granted automatically
If it is very difficult or impossible to prepare the objection within two weeks, or if it requires special or technical work, the court may be asked for an additional period within the initial two-week period. The law allows a one-time additional period not exceeding two weeks. Making the request does not mean that the additional period has been granted.
For example, if hundreds of bank transactions have been combined with different businesses in the report, it should be explained which accounts cover how long a period and why expert review is needed. Instead of merely saying “the report is long,” the technical difficulty is made concrete. The institution from which bank records that have not yet been obtained should be requested is also stated separately.
Is the document under review really an expert report?
A liquidation file may contain together an expert report, the liquidator’s interim account, a list of accounts submitted by the managing partner and an expert opinion obtained by a party. These documents do not all have the same legal status. The order of appointment should be read first; it should be determined who prepared the document and to answer which question.
The provision of Article 281 HMK on expert reports is not applied automatically to every accounting document merely because it is called a “report.” In a dispute concerning the liquidator’s account of transactions and results, Article 644 of the Turkish Code of Obligations (TBK) and the time limits set by the court are also important. By contrast, if it is a genuine expert report, letting the objection period pass on the assumption that the liquidation will take a long time creates a serious procedural risk.
Under Article 282 HMK, the judge freely evaluates the expert’s opinion together with the other evidence. However, this rule does not mean that the party need not submit a concrete objection within the time limit. Matters not raised in time may give rise to dispute in terms of the procedural acquired right (usulî kazanılmış hak) and the limits of later review. It should not be assumed that every late objection will certainly be accepted or that every error will be corrected automatically.
Which documents are compared first in the liquidation account?
At the start of the review, the partnership agreement and its amendments, records of contributions, the partners’ current accounts, bank and POS transactions, invoices, inventory and fixed-asset lists, debt reconciliations and earlier payment documents should be placed side by side. It must be possible to trace which document was used in the report and which record was left out.
Not every inflow of money is income, and not every outflow is an expense. Additional money paid in by a partner may be an advance or a loan. An amount withdrawn from the bank may have been spent on a partnership expense, but it may equally have gone to the partner’s personal use. Deriving net profit from bank totals alone, without classification, is misleading.
If the tables attached to the report are not legible, the formulas are not explained or the bases of the calculation are not in the file, it should be requested that this be remedied. An account whose objectionable points the party cannot understand is not regarded as reviewable merely because the final figure is clear. At the same time, a request that the whole accounting be redone must also rest on a concrete deficiency.
How are the six most common calculation errors shown?
Assets and collections not taken into account
A group of stock, a refund of security, a customer receivable, a bank balance or a sale price may be missing from the report. In the objection, the item’s connection with the partnership, the relevant date and the available evidence are stated. The fact that goods are not actually present does not mean that their value will not be taken into account in the liquidation at all; by whom and when they were disposed of is investigated.
A receivable that has not been collected is different from one that has been collected but not entered in the records. In the former, the existence of the receivable, the possibility of collecting it and how it is treated in the liquidation are examined; in the latter, the fate of the money and the relevant partner’s account. Counting the same customer receivable both as an asset to be collected and as a bank balance can likewise create duplication in the opposite direction.
Undocumented expense or expense unrelated to the partnership
The absence of an invoice for an expense does not in every case conclusively show that the expense was never incurred. On the other hand, a list prepared unilaterally by the managing partner does not by itself prove the existence of the expense or its connection with the partnership. The payment record, the delivery document, the nature of the work and the other evidence must be examined together.
The objection should be built on document numbers and amounts rather than on “all expenses are undocumented.” If there is a personal trip, an invoice of another business, or an expenditure made after the end of the partnership solely for one partner’s new business, it is explained why this cannot be charged to the partnership. The facts that separate a necessary partnership expense from a personal expenditure are shown.
Wrong valuation date and method
The date of termination, the actual sale date, the delivery date and the report date carry different legal functions. Taking each asset at its value on the date of the report, or freezing all items at their nominal amount on the date of termination, is not an automatic solution. The subject of valuation is determined separately for goods that have been sold, stock still on hand, a right of use and a disputed receivable.
In an objection to valuation, the date of the comparables (emsal) used, the condition of the goods, the depreciation approach, the genuineness of the sale and the suitability of the transactions compared may be examined. The statement “it is more expensive today” is not sufficient on its own. Which date is to be taken as the basis in legal terms is determined by the court; the expert makes the technical calculation in line with that assumption. If the assumption of an alternative date is disputed, requesting a calculation with comparable alternatives may be useful.
Offsetting the same item twice
The expense entry for an invoice and the bank payment record for that invoice are not two separate expenses. Similarly, if an interim payment made to a partner was first deducted from the current account, deducting it again from the result share may create double offsetting. In the objection, a link must be established, through the date, the description and the document, showing that the two lines belong to the same economic transaction.
Wrong application of the profit and loss ratio
The size of a contribution and the profit and loss sharing ratio are not always the same. Article 623 TBK and the partnership agreement must be assessed together. The return of capital, the repayment of an advance and the distribution of the remaining profit are different calculation steps. Carrying out these steps with a single ratio in the report may lead to a result contrary to the agreement.
A result calculation that conflicts with the bank records
POS collections may be reflected in the bank at a date different from the day of sale because of commission, refunds and the release of blocked amounts. It is not correct to take the net amount that reached the bank as gross sales, or to count a POS report and a bank transaction as two separate items of income. In the period reconciliation, the transaction date, the value date, the commission, the refunds and the transfer descriptions are checked together.
How is a concrete objection table prepared?
The example below is not a real litigation calculation. It has been prepared hypothetically to show the link between the documents and the request in an objection. Whether the alleged correction is accepted depends on the evaluation of the evidence.
| Report line | Objection and basis | Review requested |
|---|---|---|
| Expenses, lines 18 and 32 | The same 40,000 Turkish lira (TL) invoice and its bank payment have been entered as two separate expenses | Matching of the documents and removal of the duplicate 40,000 TL |
| Bank balance | A year-end balance of 60,000 TL appears on the statement but not in the report | Examination of whom the account belongs to and whether the balance has been counted on another line |
| Partner’s advance | A 25,000 TL transfer has been treated as income | Determination of the legal nature of the payment from the description, the agreement and the current account |
| Distribution ratio | The report uses 50 percent, while the signed agreement contains a different ratio | Preparation of an alternative calculation based on the provision of the agreement that applies |
In this example, the first two items may affect the total assets or the distributable result; the advance item is handled in terms of both debt and the partner’s account. It is not correct to simply add up the correction amounts and say “the plaintiff’s receivable increases by this much.” First the net liquidation result is calculated, and then the distribution to be applied and the individual offsets.
The documents in the annexes to the objection should be numbered and each line should be linked to the relevant annex. If there are many records, the actual record or a verifiable sample is submitted alongside a short explanatory table. If a document is not yet available, the institution where it is held and the period for which it should be obtained are stated. Pointing to a document already submitted in the file by its date and annex number also makes the review easier.
When are a supplementary report, a new expert and an expert opinion requested?
A supplementary report may be requested if the deficiency is of a kind that the current expert can remedy. For example, adding a forgotten bank account to the calculation or explaining a particular formula may be suitable for this. In a request for a supplementary report, the questions should be written out one by one; it should be shown which uncertainty in the first report is to be resolved.
A new expert review may be requested if the field of expertise is not appropriate, if the basic methodological problem has not been remedied, or if there is an unexplained contradiction between the original report and the supplementary report. Requesting a new board of experts should not rest merely on dissatisfaction with the result. The expertise required for the operation of a restaurant, for construction costs or for the valuation of machinery may differ.
An expert opinion obtained under Article 293 HMK may help to explain a technical objection. This opinion does not by itself invalidate the report of the court-appointed expert and does not replace the court’s evaluation. The method of the opinion, the documents it relies on and the reproducibility of the calculation are important. The challenge to an expert, a disciplinary complaint and a technical objection to the report, on the other hand, are procedures with separate conditions; one does not replace another.
How does the Court of Cassation assess a review of incomplete accounts?
In the decision of the 3rd Civil Chamber of the Court of Cassation (Yargıtay 3. Hukuk Dairesi) dated September 26, 2024, E. 2023/4233, K. 2024/2600, the accounts of a restaurant business were included within the accounts of another company. The treatment in the liquidation report of the cash and bank balances as zero because they could not be clearly determined was not considered sufficient. The Chamber concluded that the report, in that form, was not suitable for forming a judgment or for review.
The decision explained that accounting records and supporting documents should be collected, that an account should be requested regarding the work done and expenditures made by the managing partner, and that the review should be carried out with appropriate sector knowledge. The significance of the decision in practice is the difference between “could not be determined” and “does not exist.” At the same time, this decision does not mean that the alleged amount of income will be accepted as it stands in every business without records, or that comparable business data will be used directly in every file.
What should be requested in the conclusion section of the objection petition?
The request in the conclusion should not be squeezed into a general statement such as rejection of the whole report. The obtaining of missing documents, the correction of specific account lines, an explanation by the court of the valuation date, the obtaining of a supplementary report or a new review by an expert of the appropriate expertise may each be requested separately. If necessary, an explanation by the expert at the hearing is also considered.
Legal interpretation should not be left to the expert. On matters such as the validity of the agreement, which debt a party is liable for, or res judicata, the deciding authority is the court. What is asked of the expert is to explain the technical data within the legal framework determined by the court and to produce a verifiable calculation. At the end of the objection, it should be shown as clearly as possible which assumption would change which calculation result.
Related articles: Liquidator and Powers in a Simple Partnership; Use of the Business After a Simple Partnership Ends; Enforcement of the Liquidation Decision in a Simple Partnership and Interest; Partner Who Does Not Render Accounts in a Simple Partnership and Profit-Share Claims; How Is the Liquidation Share Calculated in a Simple Partnership?; Objection to an Expert Report: Time Limits and Grounds for Objection.
Conclusion
An effective objection to a simple partnership liquidation report is one that protects the time limit and shows the calculation error with documents. Assets, debts, advances, capital and distribution ratios should be kept separate from one another; the same transaction should not be counted twice. A request for a supplementary report or a new review should be directed at questions that are genuinely unresolved in the file. In this way, how the final calculation that will form the basis of the court’s judgment was built can be followed by the parties and by the authority reviewing the case on a legal remedy.
Frequently Asked Questions
How many weeks is the period for objecting to an expert report?
Under Article 281 HMK, it is two weeks from the notification of the report to the party. If the conditions in the law are met, a one-time additional period of at most two weeks can be obtained by requesting it within the initial period.
Does requesting an additional period extend the period automatically?
No. The court must consider the request and grant the additional period. For this reason, it is important to submit the objections that can be determined within the initial period and to explain the reason for the additional period.
If a bank account cannot be determined in the report, is it treated as zero?
Not automatically. The completion of the records and the separation of the accounts should be investigated. The Court of Cassation decision cited found it insufficient, in the specific file, to treat the cash and bank balances that could not be determined as zero.
Is it enough that the first report is unfavorable to request a new expert?
No. Concrete reasons such as a lack of expertise, an unresolved contradiction, a methodological error or a calculation that cannot be reviewed must be explained. The court makes the decision.
Can an alternative calculation be submitted with the objection?
Yes. The documents, assumptions and distribution steps used should be shown clearly. Submitting an alternative calculation does not mean that the court has adopted the legal assumption on which it rests.
Sources and legal bases
- Code of Civil Procedure No. 6100, in particular Arts. 27, 90–93, 266–282 and 293.
- Turkish Code of Obligations No. 6098, in particular Arts. 623, 630–631 and 642–644.
- Law No. 7201 on Notification, Art. 7/a.
- Court of Cassation, 3rd Civil Chamber, September 26, 2024, E. 2023/4233, K. 2024/2600, full text of the decision; an access account may be required on the database.