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consortium and they would ensure the coordination among them through
coordinator partner in fulfilling the commitment.”
In accordance with the explicit expression of the provision, the
partners of a Business Partnership shall be severally liable for the whole
business, rather than being liable for a particular part of the committed
business. However, the liability of the parties of a consortium agreement
shall be limited since their commitment covers only their area of expertise.
The term Business Partnership is defined under the corporate tax
legislation as well. Subparagraph (d) of Article 1 and paragraph 7 of Article
2 of the Corporate Tax Law dated 13.06.2006 and numbered 5520
3
, and
Article 2.5 of the General Communique on Corporate Tax Serial No. 1
4
(“GCCT”) regarding the implementation of this Law comprise legal
provisions on “Business Partnerships” which are accepted as a special type
of Joint Venture. In accordance with this, Business Partnerships within the
concept of corporate tax legislation are understood as “the partnerships
that are established by the corporations, cooperatives, public economic
enterprises and enterprises belonging to associations and foundations
between each other or among the private partnerships or real persons for the
common accomplishment of a specific project and for sharing the income
5
.”
The principle of partners of the business partnership being liable to
the project owner for the whole business is explicitly stipulated under
Article 2.5.2 of GCCT. This provision is important for the determination
of the nature of the business partnership and the provision demonstrates
that it is not a consortium in the real and technical sense, but a Joint
Venture solely depending on an agreement
6
.
Whether the Business Partnership - Joint Venture Formed by
Solely Depending on an Agreement – Has Legal Personality or Not
Since the Joint Venture formed by solely depending on an agreement
has a simple structure, there is no question as to its legal status. Such
3
Official Gazette. 21.06.2006, No. 26205.
4
Official Gazette. 03.04.2007, No. 26482.
5
Barlas
, p. 279.
6
Barlas
, p. 280, 281.