Because a simple partnership (adi ortaklık) has no legal personality, liability for its debts is assessed through the individual partners and the way the debt was undertaken. For debts that the partners undertake together, or through an authorized representative, within the partnership relationship, joint and several liability is the rule unless the contrary has been validly agreed as against the creditor. However, who is liable for the debt and who is to be named as a party in the lawsuit or the enforcement proceedings are not the same question.
For the creditor, proper preparation requires identifying the persons behind the partnership’s name, examining the contract and the authority of representation, and proving how the debt arose and the unpaid amount. For the debtor, the addressee of the payment order, the type of enforcement proceedings, service of notice and the means of defense must be checked together. Looking only at the business name on the invoice may give rise to significant procedural problems.
Whose is a debt made out in the name of a simple partnership?
Article 637 of the TBK distinguishes two basic situations. Where a partner acts in his or her own name but for the account of the partnership, he or she becomes, as a rule, creditor and debtor in respect of the third party. In transactions made in the name of the partnership or of all the partners, the other partners’ liability is determined according to the provisions on representation.
For this reason, saying “it was bought for the business” may not by itself show that all the partners are debtors. The capacity in which the person placing the order acted, which partners he or she stated to the other party that he or she represented, the scope of his or her authority and whether there was later ratification are investigated. The contract, order, e-mails, signatures and delivery records must be assessed together.
If one of the partners is a limited company, are the company’s shareholders also debtors?
A limited company that joins a simple partnership and that company’s shareholders are separate persons. Where the partner in a simple partnership is a company, the same debt cannot be directed against a natural person merely because he or she is a shareholder or manager. If there is a personal undertaking, suretyship or another special ground of liability, these are examined separately.
Similarly, a person working in the business, a project manager or a representative who signs is not a partner in every case. The list of actual partners must be drawn up from the contract, amendments and relevant records. A tax registration or a joint venture name may help, but may not by itself explain all private-law relationships.
What does joint and several liability mean for a partner?
When the conditions in Article 638(3) of the TBK are met, the partners may be liable for the whole debt. TBK Article 163 regulates that, in a joint and several obligation, the creditor may demand the whole or part of the debt from all of the debtors or from only one of them. This substantive-law rule prevents the assumption that a partner with a small share is liable externally only at the same percentage.
For example, if two partners share losses internally at eighty and twenty percent, the creditor’s claim against the twenty percent partner is not automatically reduced to the same proportion. Whether there is a limit of liability accepted by the creditor is assessed separately. The contract among the partners and the debt relationship established with the creditor must be kept apart.
Can the same debt be collected more than once?
No. Joint and several liability does not give the creditor the right to collect the same claim again and again. Payments made by the partners must be reflected in the debt account. Where there is more than one enforcement proceeding, the attribution of collections, the start of interest and the calculation of costs and the balance must be explained.
A partner who pays more than his or her internal share may have recourse against the other partners under TBK Articles 167–168 and the internal relationship. In the recourse calculation, in addition to the amount paid, the nature of the debt, the internal division and personal defenses are also significant. The payment made to the creditor and the amount that can be collected from the other partners are not always the same.
Which persons must be named in the lawsuit and the enforcement proceedings?
A simple partnership must not be named as a party as if it were a separate legal entity. In a claim arising from the partnership’s activity, the identity of the persons liable for the debt and the legal nature of the claim are determined. The exercise of a right belonging to the partnership, a joint-ownership relationship over an asset and a joint and several monetary debt may call for different arrangements of parties.
An important division in practice must not be overlooked here: joint and several liability in substantive law does not of its own accord resolve all the debates on naming the parties in enforcement proceedings. An unconditional direction that “it is enough in every case to pursue a single partner” is not safe.
What distinction do the 2025 decision and the dissenting opinion show?
In its decision of 27.11.2025, E. 2025/6437, K. 2025/7702, the 12th Civil Chamber of the Court of Cassation (Yargıtay 12. Hukuk Dairesi), by majority, upheld the regional court of appeal (bölge adliye mahkemesi) decision containing the assessment that not all the actual partners were included in the enforcement proceedings. The dissenting opinion in the decision, on the other hand, argues that, within the framework of TBK Article 638(3) and Article 163, the creditor should be able to apply to one or several of the partners.
In relaying this text, the dissenting opinion must not be presented as the majority view. In the concrete case, the mismatch between the persons named in the enforcement proceedings and the actual partnership structure was also significant. The decision shows that the formation of the parties must be examined separately before enforcement; it does not on its own produce a general result for all types of debt and all kinds of lawsuit.
In practice, all the actual partners and their connections to the debt should first be identified; the enforcement route to be followed, the asset targeted and current case law should be assessed together. Even if proceeding against all the partners is considered, adding a company or person who is not a partner to the list does not cure the deficiency. A legal basis must exist for the liability of each addressee.
What follows if the invoice is only in the name of the partnership?
In its decision of 21.05.2018, E. 2016/11748, K. 2018/3750, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dwelt on the simple partnership and the partners’ liability for debts. In the invoice and enforcement relationship, an approach based on treating a partner company as unconnected to the debt merely because of the partnership structure was not regarded as sufficient; it was stated that an examination was required as to payment and the other objections.
The contribution of this decision is that it separates directing the claim against the right debtor from the merits of the claim. That a person may be a liable partner does not make it unnecessary to investigate separately whether the invoice rests on a real delivery or service and whether the claim has gone unpaid.
Which documents and records should the creditor prepare?
The basis of a claim is not merely the invoice but often the whole contract and the performance records. The delivery of the work, acceptance of the service, progress payment (hakediş), order, price agreement, due date and earlier payments are assessed together. Sending an invoice is not the same as making every element of the debt undisputed.
| Subject to be examined | Basic document | Control question |
|---|---|---|
| Actual partners | Partnership contract and amendments | Who were the partners on the date of the transaction? |
| Representation | Authority document, signature and correspondence | In whose name was the transaction made? |
| Origin of the debt | Contract, order, delivery or progress payment | Was the counter-performance rendered? |
| Balance | Account statement and payment documents | Which part remains unpaid? |
| Due date and interest | Payment clause, notice and service | From what date does the claim arise? |
| Procedural route | Type of enforcement and nature of the dispute | Are jurisdiction, venue and parties appropriate? |
For the debtor partners as well, payment receipts, release or reconciliation, returns and notices of defect, objections to delivery, records of lack of authority and documents of withdrawal from the partnership should be prepared. Showing the share ratio in the internal contract does not by itself replace the whole defense.
How are an objection to enforcement and a claim action assessed?
In enforcement without a judgment through the general attachment route, there is, as a rule, a seven-day period from service for objecting to the payment order. An objection made in time stops the enforcement in respect of the part objected to. However, the forms and periods of application for enforcement specific to negotiable instruments, enforcement based on a judgment and the other special routes differ. First, the document sent and the type of enforcement must be correctly identified.
An objection to the debt before the enforcement office and a complaint to the enforcement court are different applications. Capacity to be a party, improper service, payment of the debt and an objection to the signature are not assessed within the same procedure. It should not be assumed that making one application automatically preserves the time limit for another.
Are an action for annulment of the objection and removal of the objection the same route?
No. An action for annulment of the objection (itirazın iptali) under Article 67 of the İİK and the route of removal of the objection (itirazın kaldırılması) under Article 68 and following are subject to different conditions. For annulment of the objection, a one-year period from service of the objection on the creditor is significant; for removal of the objection, a six-month period, under the relevant conditions. The availability of the removal route is also tied to the nature of the document the law requires.
These periods are not the same as the substantive-law limitation period of the claim. Where mediation as a condition precedent to litigation (dava şartı arabuluculuk) applies, the effect of the mediation process on the periods is also taken into account separately. It cannot be directly concluded that, if the period for annulment or removal of the objection is missed, the claim ends in every case; the other routes available are examined separately.
Does an action for negative declaratory judgment stop the enforcement automatically?
Filing a lawsuit by a person seeking a declaration that he or she is not a debtor does not, on its own, stop the enforcement proceedings. Article 72 of the İİK contains different interim protective regulations for actions filed before and after the enforcement. Stopping the enforcement and preventing the money at the enforcement office’s cashier from being paid to the creditor are not the same measure either.
Which protection may be requested, the security and the circumstances of the concrete case must be examined. If the debt is paid, recovery (istirdat) may come into play; this too has its own period and conditions. Other steps relating to the payment order must not be neglected in reliance on merely filing a petition.
How are the partnership’s assets and a partner’s personal debt separated?
Under Article 638(1) of the TBK, rights acquired for the partnership may, within the scope of the contract, belong to the partners in joint ownership (elbirliği). The expression “partnership assets” here does not describe the assets of a separate legal entity but values set aside for the common purpose and to which the partners are jointly entitled.
The assets that can be resorted to for a partnership debt must be distinguished from the rights that can be attached for the personal debt of one partner alone. It is incorrect for a personal creditor to regard the partner’s economic share within the partnership as a share freely disposable over each individual item.
Can a personal creditor directly have the partnership’s progress payment attached?
In its decision of 19.10.2022, E. 2019/466, K. 2022/1325, the General Assembly of Civil Chambers of the Court of Cassation (Yargıtay Hukuk Genel Kurulu) examined an allegation of attachment against a partnership progress payment (hakediş) on account of a partner’s personal debt. The decision separates the goods and receivables in joint ownership from the debtor partner’s profit share and liquidation share. Attachment of the profit share and liquidation share may be possible under the statutory conditions; this is not the same as directly seizing the whole of the partnership’s progress payment.
The assessment in the decision that the complaint is not subject to a time limit is connected to the joint-ownership and attachment issue it addressed. It should not be concluded from this that all complaints against attachment are without a time limit. Which right was attached, the content of the attachment notice and whether the debt is personal or related to the partnership must be determined.
Does withdrawal or the end of the partnership remove the old debts?
Article 645 of the TBK provides that the end of the partnership does not change obligations towards third parties. A liquidation protocol signed by the partners among themselves does not of its own accord show that the debt has been extinguished as against the creditor. A partner’s telling another “I will pay all the debts” is different from the creditor’s accepting him or her as the sole debtor.
In the case of withdrawal or expulsion, the provisions on release from debts and security in TBK Article 634 are significant. Even so, by what act release from the debt is achieved in the external relationship must be examined separately. The date on which the debt arose, the date on which partner status ended and the agreements made with the creditor should be shown clearly in the file.
Liabilities arising from tax, social security, labor or other special laws also cannot be resolved solely through TBK Article 638. Special provisions may apply according to the type of debt. An assessment made for a private-law contractual debt should not be transferred without change to a public receivable.
Which court and mediation route comes into play?
The existence of a simple partnership does not of its own accord make every lawsuit a commercial one. Within the framework of HMK Article 2 and TTK Articles 4–5, the parties, the transaction and the connection to a commercial enterprise must be examined. Applications that fall within the enforcement court’s jurisdiction are also distinct from lawsuits on the merits of the claim.
In annulment of the objection, negative declaratory and recovery actions relating to commercial monetary claims and compensation claims within the scope of TTK Article 5/A, mediation as a condition precedent to litigation may come into play. It cannot be said that mediation is automatically mandatory for every simple partnership dispute. For precautionary attachment, enforcement proceedings and the main lawsuit, the conditions are examined separately.
Related articles: Simple Partnership Agreement: Capital and Sharing of Profit and Loss; Proving a Simple Partnership Without a Written Contract; Management, Representation and Withdrawal of Authority in a Simple Partnership; Death of a Partner in a Simple Partnership and the Rights of the Heirs; Liquidation and Dissolution Lawsuit of a Simple Partnership.
Conclusion
In simple partnership debts, it must first be determined in whose name and with what authority the debt was undertaken. Joint and several liability produces results different from the internal division ratio; on the other hand, the naming of the parties in the enforcement proceedings must be examined separately. Preparation that assesses the claim document, representation, the list of actual partners and the payment account together is decisive for both collection and defense.
Frequently Asked Questions
If my partnership share is low, can I be liable for the whole debt?
This is possible if the conditions of joint and several liability under TBK Article 638 have been met. The internal division ratio does not automatically bind the creditor; the recourse rights of a partner who pays more are assessed separately in the internal relationship.
Is it enough to start enforcement only in the name of the simple partnership?
A simple partnership cannot be treated as a separate legal entity. The actual partners and the persons liable for the debt must be identified, and a structure of parties appropriate to the type of enforcement must be set up.
Can the creditor necessarily pursue only one partner?
The joint and several debt provisions contain a substantive-law possibility in this direction; however, there are differing assessments in enforcement practice regarding the naming of the parties. Because of the 2025 majority decision and the difference of the dissenting opinion, the concrete enforcement and current case law must be examined separately.
Even if I have paid the debt, can the other partners also be pursued?
To the extent that the payment extinguished the debt, it must also be reflected in the account of the other enforcement proceedings. Duplicate collection of the same claim is not possible. The balance, interest and costs are calculated separately.
Can all of the business’s money be attached for my personal debt?
A personal debt and a partnership debt must be separated. Attachment of the values in joint ownership and attachment of the profit and liquidation share are not the same. A general answer should not be given without examining the scope of the attachment and the partnership contract.
If I leave the partnership, am I released from earlier debts?
Leaving does not, on its own, remove every old debt. The origin of the debt, the act releasing from the debt in the external relationship and the position of the creditor are assessed separately.
Sources
- Law No. 6098, Turkish Code of Obligations (Türk Borçlar Kanunu), Articles 40–48, 163, 167–168, 634 and 637–645.
- Law No. 2004 on Enforcement and Bankruptcy (İcra ve İflas Kanunu), in particular Articles 16, 62, 66–72, 85 and 89.
- Law No. 6100, Code of Civil Procedure (Hukuk Muhakemeleri Kanunu), Articles 2, 50–60 and 389 and following; Law No. 6102, Turkish Commercial Code (Türk Ticaret Kanunu), Articles 4, 5 and 5/A.
- 11th Civil Chamber of the Court of Cassation, 21.05.2018, E. 2016/11748, K. 2018/3750.
- 12th Civil Chamber of the Court of Cassation, 27.11.2025, E. 2025/6437, K. 2025/7702, the majority decision and the dissenting opinion are assessed separately.
- General Assembly of Civil Chambers of the Court of Cassation, 19.10.2022, E. 2019/466, K. 2022/1325. Access to the decision links may require an account.