2016.ANA METIN ingilizce.01

nership agreement, or if the goals of the partnership become impossi-

ble to achieve, (ii) the death of a partner, (iii) a partner being declared

legally incapacitated, a partner’s insolvency or foreclosure of a part-

ner’s liquidation share, (iv) an unanimous decision of all partners, (v)

the expiry of the term of the partnership agreement, (vi) the termina-

tion by a partner upon notice, if either the right of termination is

reserved, or the partnership is formed for an indefinite period of time,

or it is decided that the partnership shall operate throughout the life-

time of a certain partner, or (vii) a court decision rendered upon

request, based on just cause.

Pursuant to Art. 644 of the TCO, the liquidation shall be conduct-

ed by all of the partners unless otherwise agreed under the partnership

agreement. The partners may appoint a liquidator in order for him/her

to conduct the liquidation procedure. The payment to be made to the

liquidator will be covered by the assets of the partnership, and if that

is not possible, jointly by the partners. Pursuant to the fourth paragraph

of the same article, the disputes arising from the liquidation procedure

or the distribution of the liquidation residuals will be resolved by the

judge, upon the request of those concerned.

Pursuant to Art. 643 of the TCO entitled “Partition of Profit and

Loss,” the remaining profit and loss will be shared among the partners,

following the discharge of the partnership’s debts, refund of the

advances and expenses borne by the partners, and the return of the part-

ners’ contributions. It should be noted that pursuant to the TCO, termi-

nation or liquidation will not extinguish the debts of the partnership,

conversely, even after the termination, the partners shall remain jointly

and severally liable from partnership’s obligations against third parties.

Liquidation of Ordinary Partnerships within the Framework

of Decisions of the Court of Cassation

Pursuant to recent decisions of the Court of Cassation

, liquidation

is defined as the process of identifying partnership assets, finalization

of the partnership by disengaging all relations of the partners within

the scope of the partnership, disposition of partnership assets via shar-

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NEWSLETTER 2015

Y3HD, E.2014/11009 K.2014/15095, T.18.11.2014 (Yargıtay Kararları Dergisi, Volume: 41,

Number: 1, January 2015).