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Ordinary Partnerships
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Att. Berna Asik Zibel
Ordinary partnerships are governed by Article 620 et seq. of the
Turkish Code of Obligations No. 6098 (“TCO”).
An ordinary partnership agreement is defined as an agreement
whereby two or more persons undertake to join efforts and/or goods to
reach a common goal, which ultimately is to generate a profit. A part-
nership, which does not meet the criteria of legally designed partner-
ships (i.e. companies under the Turkish Commercial Code No. 6102),
is deemed to be an ordinary partnership.
Main Features of Ordinary Partnerships
Unlike companies under Turkish Commercial Code No. 6102
(“TCC”), an ordinary partnership does not constitute a legal entity.
Since it does not have a legal personality, it cannot separate itself from
its partners in its relations with third parties. In other words, ordinary
partnerships cannot acquire rights and undertake obligations them-
selves separately from their partners. Thus, an ordinary partnership
cannot stand as a plaintiff or defendant in a lawsuit. A lawsuit to be
filed against an ordinary partnership must be filed against all partners
and, a lawsuit must be filed jointly by all partners on behalf of the ordi-
nary partnership. On the other hand, partners of an ordinary partner-
ship may apply to the tax office and obtain a tax number in order to
conduct commercial activities and to issue invoices.
Unless the contribution of a partner, itself, is subject to a form
requirement under the applicable laws (e.g. immovable property, trade-
mark, receivable, etc.), an ordinary partnership is not subject to a form
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Article of April 2014