Unofficial English translation for information only. In case of discrepancy, the Turkish text prevails. This translation is not legal advice.
Turkish source: Law No. 6098, Official Gazette 04/02/2011, No. 27836. Turkish text as published on mevzuat.gov.tr, checked on 26 October 2026: https://www.mevzuat.gov.tr/mevzuat?MevzuatNo=6098&MevzuatTur=1&MevzuatTertip=5
PART TWO – Special Obligational Relationships
CHAPTER EIGHTEEN – Ordinary Partnership Contract
Article 620 – A. Definition
An ordinary partnership contract is a contract under which two or more persons undertake to combine their efforts and property in order to achieve a common purpose.
If a partnership does not possess the distinguishing characteristics of partnerships regulated by law, it is deemed to be an ordinary partnership subject to the provisions of this Chapter.
Article 621 – I. Contribution
Each partner is obliged to make a contribution to the partnership in the form of money, a receivable or other property, or labour.
Unless otherwise agreed in the contract, contributions must be of the importance and nature required by the partnership’s purpose and must be equal to one another.
If a partner’s contribution consists of granting the use of an asset, the provisions governing risk and liability for defects and eviction under a lease contract apply by analogy; if it consists of ownership of an asset, the corresponding provisions under a contract of sale apply by analogy.
Article 622 – 1. Sharing of Profits
The partners are obliged to share among themselves all profits that by their nature belong to the partnership.
Article 623 – 2. Participation in Profits and Losses
Unless otherwise agreed in the contract, each partner’s share in profits and losses is equal, regardless of the value and nature of their contribution.
If the partners’ share in either profits or losses is specified in the contract, that specification also determines their share in the other.
An agreement that a partner shall participate only in profits and not in losses is valid only for a partner whose sole contribution is labour.
Article 624 – III. Partnership Decisions
Partnership decisions are made unanimously by all partners.
If the contract provides that decisions are made by majority vote, the majority is determined according to the number of partners.
Article 625 – IV. Management of the Partnership
Unless management has been assigned by contract or decision to one or more partners or to a third person, all partners are entitled to manage the partnership.
If the partnership is managed by all or some of the partners, each of them may act without the participation of the others; however, any partner authorised to manage the partnership may prevent the act by objecting before it is completed.
Unanimous consent of all partners is required to appoint a general authorised representative for the partnership and to conduct the partnership’s extraordinary business. However, in cases where delay may cause harm, each managing partner is authorised in this regard.
Article 626 – 1. Non-competition obligation
Partners may not, for their own benefit or that of third parties, engage in activities that obstruct or harm the purpose of the partnership.
Article 627 – 2. Expenses and Work Undertaken by Partners
The other partners are liable to a partner for expenses incurred or obligations undertaken for partnership business; the other partners are obliged to compensate that partner for losses directly suffered in connection with management and losses arising from risks resulting from management of the partnership.
A partner who advances money to the partnership may claim interest from the date it was advanced.
A partner who has performed work for partnership business despite not being obliged to do so may claim remuneration as equity requires.
Article 628 – 3. Duty of Care
Each partner is obliged to exercise the same effort and care in partnership business as in their own affairs.
Each partner is obliged to compensate the others for losses caused by their own fault, without being entitled to set off benefits they have provided to the partnership in other matters.
A partner who conducts partnership business for remuneration is liable in accordance with the provisions on mandate.
Article 629 – VI. Revocation and Limitation of Management Authority
Management authority granted to a partner by the partnership contract may not be revoked or limited by the other partners without just cause.
Even if the partnership contract provides that the authority may not be revoked, if there is just cause, each of the other partners may revoke the management authority.
Just cause exists in particular where the managing partner excessively neglects their duties or loses the ability necessary for proper management.
Article 630 – 1. General
Unless otherwise provided in this Chapter of the Law or in the partnership contract, relations between managing partners and other partners are subject to the provisions on mandate contracts.
Where a partner without authority to manage the partnership conducts partnership business, or a partner with such authority exceeds it, the provisions on management of another’s affairs without mandate apply.
Managing partners are obliged to render accounts at least once a year and pay the partners their shares of profits. An agreement to extend the accounting period is absolutely void. The same rule applies where the person managing the partnership is not one of the partners.
Article 631 – 2. Inspection of Partnership Business
Even if they have no management authority, each partner has the right to obtain information about the conduct of the partnership’s business, inspect its books and records, take copies of them, and prepare a summary of its financial position.
Agreements to the contrary are absolutely void.
Article 632 – 1. Admission of a New Partner and Sub-participation
Admission of a new partner to the partnership is subject to the consent of all partners.
If one partner unilaterally admits a third person as a participant in their share in the partnership or transfers their share to that person, the third person does not acquire the status of partner.
Article 633 – a. General
If a partner gives notice of termination, is placed under restriction, becomes bankrupt, their share in the liquidation is realised through compulsory enforcement, or they die, and the contract provides that the partnership will continue with the other partners, that partner or their representative, or the deceased partner’s heir, may withdraw from the partnership or be expelled from it by written notice given by the other partners upon the occurrence of any of these events.
Article 634 – b. Liquidation of the Partnership Share
If a partner withdraws from or is expelled from the partnership, their share automatically passes to the other partners in proportion to their shares.
The other partners are obliged to return to the partner who withdraws or is expelled any property whose use they had made available to the partnership and, by releasing that partner from joint and several liability for the partnership’s due debts, to pay the liquidation share that would have been payable if the partnership had been liquidated on the date the partner status ended. In respect of the partnership’s debts not yet due, the other partners may provide security to that partner instead of releasing them from the debt.
The liquidation share of the partner who withdraws or is expelled shall be calculated, as of the date their status as partner ends, by a person expert in financial matters. If the parties cannot agree on the expert, the expert shall be appointed by the judge.
Article 635 – c. Insufficiency of Assets
If, on the date a person’s status as partner ends, the partnership’s assets are insufficient to cover its debts, the partner who withdraws or is expelled is obliged to pay the other partners the amount of debt attributable to their share, in accordance with the rules on participation in losses.
Article 636 – d. Uncompleted Business
The partner who withdraws or is expelled participates in the profits or losses arising from business that had not yet been completed during the period in which they were a partner.
As of the end of the accounting year, the person whose status as partner has ended may request any share of profits due to them from the partnership in respect of completed business, as well as the necessary information concerning ongoing business.
Article 637 – I. Representation
A partner who enters into a transaction with a third person in their own name and for the account of the partnership is personally the creditor and debtor in relation to that person.
If a partner enters into a transaction with a third person in the name of the partnership or all the partners, the other partners become creditors or debtors of that person only in accordance with the provisions on representation.
A partner entrusted with management is presumed to have authority to represent the partnership or all the partners in relation to third parties. However, authority for important acts of disposition to be performed by a managing partner who has authority to represent must have been granted unanimously by all partners, and this must be expressly stated in the authorisation document.
Article 638 – II. Effects of Representation
Property, receivables and rights in rem acquired for or transferred to the partnership belong to all partners in joint ownership without divided shares, in accordance with the partnership contract.
Unless otherwise provided in the partnership contract, a partner’s creditors may enforce their rights only against that partner’s liquidation share.
The partners are jointly and severally liable for obligations undertaken in connection with the partnership relationship towards a third person, whether acting together or through a representative, unless otherwise agreed.
Article 639 – 1. General provisions
The Partnership terminates in the following cases:
1. Upon the purpose envisaged in the partnership contract being achieved or becoming impossible to achieve.
2. Upon the death of one of the partners, if the contract contains no provision concerning continuation of the Partnership with the heirs.
3. Upon a partner being placed under guardianship, becoming bankrupt, or their share in the liquidation being converted into money by way of compulsory enforcement, if the contract contains no provision concerning continuation of the Partnership.
4. Upon a unanimous decision of all the partners.
5. Upon expiry of the period agreed for the Partnership.
6. Upon a partner giving notice of termination, where the right to give such notice has been reserved in the partnership contract or the Partnership has been established for an indefinite period or for the lifetime of one of the partners.
7. By a court decision upon a request for termination, where just causes exist, at any time and without any other conditions being required.
2. Partnership for an indefinite period
Article 640
If the Partnership has been established for an indefinite period or to continue for the lifetime of one of the partners, each partner may give notice of termination six months in advance.
Notice of termination may not be given contrary to the rules of good faith and, in particular, at an inappropriate time. Notice of termination takes effect only at the end of the accounting year.
If the Partnership is continued through the implied intention of the partners after expiry of the period envisaged in the contract, it becomes a partnership for an indefinite period.
Article 641 – II. Effect of termination on the management of the Partnership
If the Partnership terminates by a means other than notice of termination, a partner’s authority to manage the affairs of the Partnership continues in respect of that partner until they learn of the termination or could have learned of it had they exercised the care required by the circumstances.
If the Partnership terminates upon the death of one of the partners, the deceased partner’s heir is obliged to notify the other partners of the situation immediately. Until the necessary measures are taken, the heir continues, in accordance with the rules of good faith, the affairs previously carried out by the deceased partner. The other partners likewise continue temporarily to manage the affairs of the Partnership.
Article 642 – 1. Treatment of the contribution
A partner who contributes ownership of an item as a contribution may not recover that item in kind as a result of the liquidation to be carried out upon termination of the Partnership; however, they may claim the value assigned to their contribution.
If this value has not been determined, recovery shall be made at the value of the item at the time it was contributed.
Article 643 – 2. Sharing of profits and losses
If anything remains after the debts of the Partnership have been paid and the advances made to the Partnership, expenses incurred for the Partnership, and contributions made by each partner have been returned, such profit shall be shared among the partners.
If the assets remaining after the debts, expenses and advances of the Partnership have been paid are insufficient to return the contributions made by the partners, the loss shall be shared among the partners.
Article 644 – 3. Liquidation procedure
Upon termination of the Partnership, liquidation shall be carried out jointly by all partners, including those who are not managers. However, if the partnership contract provides for certain specific transactions to be carried out by one partner in their own name and for the account of the Partnership, that partner is obliged to carry out those transactions alone even after termination of the Partnership and to account to the others.
The partners may appoint a liquidator to carry out the liquidation. If they cannot reach agreement on this matter, each partner may request that the liquidator be appointed by the judge.
Unless the contract contains a provision on the matter or the partners have adopted a unanimous decision, the fee payable to the liquidator shall be determined by the judge, taking into account the work required by the liquidation and the income of the assets of the Partnership, and shall be paid from the assets of the Partnership or, if that is not possible, jointly and severally by the partners.
Any disputes that may arise concerning the liquidation procedure or the share to be distributed to each partner as a result of the liquidation shall be resolved by the judge upon the request of the interested parties.
Article 645 – IV. Liability towards third parties
Termination of the Partnership does not alter obligations towards third parties.
Article 646 – Relationship with the Turkish Civil Code
This Code is Book Five of the Turkish Civil Code No. 4721 dated 22/11/2001 and is supplementary thereto.
Article 647 – Repealed Code
The Code of Obligations No. 818 dated 22/4/1926 is repealed.
Provisional Article 1
(Added:8/6/2022-7409/4 art.)
Agreements concerning the rent payable for residential lease periods renewed between the date on which this Article enters into force and 1/7/2023 (inclusive) shall be valid provided that the increase does not exceed twenty-five per cent of the rent for the preceding lease year. If the rate of change in the consumer price index based on the twelve-month averages for the preceding lease year is below twenty-five per cent, the rate of change shall apply. This rule shall also apply to lease contracts for a term longer than one year. Contracts made in excess of these rates shall be invalid to the extent of the excess. The provision of this paragraph shall also apply to decisions to be rendered by the judge pursuant to the second paragraph of Article 344.
Provisional Article 2
(Added: 14/7/2023-7456/23 art.)
Agreements concerning the rent payable for residential lease periods renewed between 2/7/2023 and 1/7/2024 (inclusive) shall be valid provided that the increase does not exceed twenty-five per cent of the rent for the preceding lease year. If the rate of change in the consumer price index based on the twelve-month averages for the preceding lease year is below twenty-five per cent, the rate of change shall apply. This rule shall also apply to lease contracts for a term longer than one year. Contracts made in excess of these rates shall be invalid to the extent of the excess. The provision of this paragraph shall also apply to decisions to be rendered by the judge pursuant to the second paragraph of Article 344.
Article 648 – Entry into force
This Code shall enter into force on 1 July 2012.
Article 649 – Implementation
The Council of Ministers shall implement the provisions of this Code.
Provisional Article 2 – 1- Provision of Law No. 6217 dated 31/3/2011
(Amended: 4/7/2012-6353/53 art.)
In workplace leases where the tenant is a person counted as a merchant under the Turkish Commercial Code or a legal entity governed by private or public law, Articles 323, 325, 331, 340, 342, 343, 344, 346 and 354 of the Turkish Code of Obligations No. 6098 dated 11/1/2011 shall not apply for 8 years as of 1/7/2012. In this case, by virtue of contractual freedom, the provisions of the lease contracts concerning the matters specified in these Articles shall apply. In cases where the lease contracts contain no provision, the provisions of the repealed Code of Obligations shall apply.