263 / 521
Termination and Liquidation of the Ordinary Partnership
Pursuant to Article 639 TCO, ordinary partnerships may be termi-
nated due to the following reasons:
• Achievement of the goal stipulated in the partnership agree-
ment, or the goal of the partnership becoming impossible to
achieve;
• Death of a partner, provided that no prior agreement has been
reached with the descendants of the partner for continuation of
the partnership;
• A partner being declared legally incapacitated, a partner’s insol-
vency or foreclosure of a partner’s liquidation share;
• By unanimous decision of all partners;
• Expiry of the term determined in the partnership agreement;
• Termination by a partner upon notice where (i) such right is
given to such partner in the partnership agreement, (ii) the part-
nership is formed for an indefinite period of time, or (iii) it is
decided in the partnership agreement that the partnership shall
cease with the death of a partner; or
• Court decision regarding the termination of the partnership
based on a just cause (the termination of the partnership may be
requested by one of the partners based on a just cause without
giving any further notice before the expiration of the agreed
term).
• Each partner may request termination by giving six months’
notice, if (i) the partnership is formed for an indefinite period of
time, or (ii) the partnership agreement provides that the part-
nership shall cease upon the death of a partner. Turkish law
requires such a termination right to be performed in good faith
and not with appropriate timing for the partnership.
Termination in such a manner may only be required after the
end of the partnership’s fiscal year, if a yearly accounting term
is accepted by the partnership. If an ordinary partnership con-
tinues to engage in business after the expiry of its term, it turns
into an ordinary partnership with an indefinite period.
LAW OF OBLIGATIONS
247