Corporate and M&A

Author: Tuna Çolgar

Introduction

Ordinary partnerships are regulated under Turkish Law between Articles 620 and 645 of the Turkish Code of Obligations No. 6098 (“TCO” or the “Code”). The Law defines an ordinary partnership contract as a contract where two or more persons undertake to combine their labour or property to achieve a common purpose. In the second paragraph of Article 620 of the TCO, the definition in the first paragraph is expanded and it is regulated that if a partnership does not have the distinctive characteristics of partnerships regulated by law, this partnership will be considered as an ordinary partnership. In addition to these, there are also ordinary partnerships that are formed spontaneously due to the existing contractual relationship, even in cases where the parties to the ordinary partnership do not have the purpose and will to establish a partnership.^[1]

The Concept of Ordinary Partnership

An ordinary partnership is a partnership that is shaped according to the common objectives of two or more persons, where the partnership rights and partnership structure do not depend on the capital, where the partners are primarily and successively liable for the debts of the partnership with all their assets (except for consortiums and exceptions), which can be established or formed for any economic or non-economic subject without being bound by any form, and does not have a legal personality.^[2] Since it has no legal personality, an ordinary partnership does not have an independent existence in its relations with third parties.

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