{"id":138,"date":"2022-08-16T09:00:00","date_gmt":"2022-08-16T09:00:00","guid":{"rendered":"https:\/\/utuhukuk.com\/adi-sirketlerde-ortaklarin-sorumlulugu\/"},"modified":"2026-10-01T14:08:35","modified_gmt":"2026-10-01T14:08:35","slug":"liability-partners-ordinary-partnerships","status":"publish","type":"post","link":"https:\/\/utuhukuk.com\/en\/adi-sirketlerde-ortaklarin-sorumlulugu\/","title":{"rendered":"Liability of Partners in Ordinary Partnerships"},"content":{"rendered":"<div class=\"pm\" data-utu-pm=\"1\">\n<p class=\"pm-giris\"><strong>The liability of partners in ordinary partnerships<\/strong>, which determines the extent to which the partners are liable for debts assumed towards third parties within the framework of the partnership relationship and which defences and objections they may raise, is the subject of this article. Ordinary partnerships are among the types of company most frequently encountered in commercial life, both because of the ease of their formation and the freedom they afford the parties, and they also form the basis of all types of company. In this article we discuss the definition of an ordinary partnership, the partners\u2019 liability towards third parties, the defences and objections that may be raised and the extinction of the debt.<\/p>\n<aside class=\"pm-ozet\" aria-label=\"In brief\">\n<p class=\"pm-etiket\">In brief<\/p>\n<ul>\n<li>An ordinary partnership is defined in Article 620 of the TBK; it has no legal personality, and the partners own the partnership assets jointly (joint ownership).<\/li>\n<li>Under Article 638 of the TBK, unless otherwise agreed, partners in ordinary partnerships are jointly and severally liable for debts assumed towards third parties.<\/li>\n<li>The partners are directly and unlimitedly liable for the debts with all their assets; joint and several liability continues until the entire debt has been extinguished.<\/li>\n<li>A partner who pays more than its own share in the internal relationship has a right of recourse against the other partners; a partner who fails to raise the common defences and objections becomes liable to the others.<\/li>\n<\/ul>\n<\/aside>\n<details class=\"pm-ic\" open>\n<summary>Contents<\/summary>\n<ol>\n<li><a href=\"#tanim-ozellikler\">Definition and characteristics of an ordinary partnership<\/a><\/li>\n<li><a href=\"#ucuncu-kisiler\">Liability towards third parties<\/a><\/li>\n<li><a href=\"#defi-itirazlar\">Common and personal defences and objections<\/a><\/li>\n<li><a href=\"#sona-erme\">Borcun sona ermesi<\/a><\/li>\n<li><a href=\"#kaynakca\">Bibliography<\/a><\/li>\n<li><a href=\"#sss\">Frequently asked questions<\/a><\/li>\n<li><a href=\"#iletisim\">Consultation request<\/a><\/li>\n<\/ol>\n<\/details>\n<section id=\"tanim-ozellikler\">\n<h2>Definition and Characteristics of an Ordinary Partnership<\/h2>\n<blockquote class=\"pm-kanun\">\n<p>The ordinary partnership is defined in Article 620 TCO as follows: <em>\u201cAn ordinary partnership agreement is a contract whereby two or more persons undertake to combine their efforts and assets to achieve a common purpose.\u201c<\/em> is defined as follows.<\/p>\n<p><cite>Turkish Code of Obligations, Art. 620<\/cite><\/p><\/blockquote>\n<p>It has no legal personality; accordingly, the partners are joint owners (elbirli\u011fi) of the partnership assets. For this reason, the partners are compulsory joint litigants.<\/p>\n<p>Each partner is obliged to contribute capital towards achieving the purpose of the ordinary partnership. This capital may consist of money, receivables or property, as well as labour. Unless otherwise provided, each partner is obliged to contribute capital in equal shares.<\/p>\n<ul class=\"pm-cipler\" aria-label=\"Sermaye olarak konulabilecek de\u011ferler\">\n<li>Para<\/li>\n<li>Alacak<\/li>\n<li>Mal<\/li>\n<li>Emek<\/li>\n<\/ul>\n<\/section>\n<section id=\"ucuncu-kisiler\">\n<h2>Liability for Debts Towards Third Parties<\/h2>\n<blockquote class=\"pm-kanun\">\n<p>Liability for debts assumed towards third parties in ordinary partnerships is regulated in Article 638 TCO <em>\u201cThe partners shall be jointly and severally liable, unless otherwise agreed, for debts which they have assumed towards a third party, together or through a representative, within the framework of the partnership relationship.\u201d<\/em> as provided above.<\/p>\n<p><cite>Turkish Code of Obligations, Art. 638<\/cite><\/p><\/blockquote>\n<p>Therefore, unless otherwise agreed, partners in an ordinary partnership are jointly and severally liable for debts they have assumed towards third parties within the framework of the partnership.<\/p>\n<p>In ordinary partnerships, the partners are directly and unlimitedly liable for debts with all their assets.<\/p>\n<ul class=\"pm-cipler\" aria-label=\"Ortaklar\u0131n \u00fc\u00e7\u00fcnc\u00fc ki\u015filere kar\u015f\u0131 sorumlulu\u011funun nitelikleri\">\n<li>Joint and several<\/li>\n<li>Direct<\/li>\n<li>Unlimited<\/li>\n<li>With all their assets<\/li>\n<\/ul>\n<p>In joint and several liability, as regards the external relationship, the debt of each debtor is independent of the others. Each joint and several debtor is obliged to perform the whole debt or the part claimed, in whatever manner the creditor has claimed it.<\/p>\n<p>Pursuant to Article 163\/2 TCO, the liability of joint and several debtors continues until the whole debt has been extinguished.<\/p>\n<h3>Internal relationship and external relationship<\/h3>\n<p>As stated above, in an ordinary partnership the partners are liable for debts in equal shares unless they agree otherwise. However, this applies only in the internal relationship; in the external relationship, the partners are liable to creditors for the whole debt. A partner who pays more than his or her share of the debt in the internal relationship has a right of recourse against the other partners.<\/p>\n<div class=\"pm-ikili\">\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">External relationship \u00b7 Towards creditors<\/p>\n<p>The partners are liable to the creditors for the entire debt.<\/p>\n<\/div>\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Internal relationship \u00b7 Between partners<\/p>\n<p>Unless otherwise agreed, the partners are liable in equal shares; a partner who pays more than their share has a right of recourse against the other partners.<\/p>\n<\/div>\n<\/div>\n<\/section>\n<section id=\"defi-itirazlar\">\n<h2>Defences and Objections the Partners May Raise<\/h2>\n<p>The defences and objections available to debtors in joint and several liability are regulated in Article 164 TCO. Accordingly;<\/p>\n<blockquote class=\"pm-kanun\">\n<p>\u201cA joint and several debtor may raise against the creditor only those defences and objections arising from the personal relationship between them or from the cause or subject matter of the joint and several obligation. \u201c <strong>(Personal Defences and Objections)<\/strong><\/p>\n<p><cite>Turkish Code of Obligations, Art. 164\/1<\/cite><\/p><\/blockquote>\n<blockquote class=\"pm-kanun\">\n<p>\u201cA joint and several debtor who fails to raise common defences and objections shall be liable towards the others.\u201d <strong>(Common Defences and Objections)<\/strong><\/p>\n<p><cite>Turkish Code of Obligations, Art. 164\/2<\/cite><\/p><\/blockquote>\n<h3>1. Common Defences and Objections<\/h3>\n<p>Under Article 164\/1 TCO, the legislature has characterised the defences and objections arising from the cause or subject matter of the debt as defences and objections common to all debtors. Accordingly, defences and objections to the effect that the debt never arose, or that it arose but has since been extinguished, are common defences and objections.<\/p>\n<p>Examples of defences and objections to the effect that the debt never arose include the creditor\u2019s lack of capacity, the transaction giving rise to the debt being contrary to morality or mandatory provisions, the performance of the debt being impossible, the transaction not having been made in the prescribed form, or the non-fulfilment of a condition precedent set for the creation of the debt in respect of all debtors.<\/p>\n<p>Examples of defences and objections to the effect that the debt has been extinguished include the release of all debtors, the performance having been deposited pursuant to Article 107 TCO, the debt having been extinguished for all debtors by reason of impossibility without fault or having become time-barred, the debt not being due, the defence of non-performance, and the debt having been extinguished in whole or in part by performance.<\/p>\n<div class=\"pm-ikili\">\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Relating to the debt never having arisen<\/p>\n<ul class=\"pm-liste\">\n<li>Incapacity of the creditor<\/li>\n<li>Contravention of morality or mandatory provisions<\/li>\n<li>Impossibility of performance of the debt<\/li>\n<li>Failure to comply with the formal requirement<\/li>\n<li>Non-fulfilment of a condition precedent<\/li>\n<\/ul>\n<\/div>\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Relating to the debt having been extinguished<\/p>\n<ul class=\"pm-liste\">\n<li>Release of all debtors<\/li>\n<li>Deposit of the performance under Art. 107 of the TBK<\/li>\n<li>Impossibility without fault or limitation<\/li>\n<li>The debt not yet being due<\/li>\n<li>Defence of non-performance<\/li>\n<li>Extinction of the debt in whole or in part by performance<\/li>\n<\/ul>\n<\/div>\n<\/div>\n<p>Where there is a common defence or objection relating to the debt, all debtors may raise it and, indeed, under Art. 164\/2 of the TBK it will be in their interest to do so. Otherwise, a debtor who fails to raise a common defence or objection will be liable to the other debtors.<\/p>\n<div class=\"pm-not\">\n<p class=\"pm-etiket\">Important \u00b7 Loss of the right of recourse<\/p>\n<p>Liability here means not so much liability to pay compensation as the loss, in the internal relationship, of the right of recourse against the other partners after performance of the debt. In this context, raising common defences and objections constitutes an obligation for each jointly and severally liable debtor.<\/p>\n<\/div>\n<h3>2. Personal Defences and Objections<\/h3>\n<p>Personal defences and objections are those arising solely from the relationship between the creditor and a particular debtor. Since the debts of joint and several debtors are independent of each other, each debtor may have personal defences and objections arising from its relationship with the creditor. Personal defences and objections may be raised only by the debtor who has the ground for that defence or objection. Accordingly, the other debtors cannot rely on a personal defence that does not concern them.<\/p>\n<p>Examples of personal defences and objections include one of the debtors exercising a right of avoidance on the ground of a defect of consent, the debtor\u2019s lack of capacity, the debt not being due, the debtor setting off the debt against a personal claim, and the debtor having been released by the creditor.<\/p>\n<ul class=\"pm-cipler\" aria-label=\"\u015eahsi def\u2019i ve itiraz \u00f6rnekleri\">\n<li>Avoidance on grounds of defective consent<\/li>\n<li>Incapacity of the debtor<\/li>\n<li>The debt not yet being due<\/li>\n<li>Takas<\/li>\n<li>Release of the debtor<\/li>\n<\/ul>\n<p>Since in joint and several liability the debt of each debtor is independent of the others, the defence of limitation also arises as a personal defence. Article 155\/1 TCO provides that, where the limitation period is interrupted against one of the joint and several debtors, it is deemed to be interrupted against the other debtors as well.<\/p>\n<\/section>\n<section id=\"sona-erme\">\n<h2>Extinction of a Joint and Several Debt<\/h2>\n<p>A joint and several debt may be extinguished by performance, and also by reasons other than performance, such as expiry of a peremptory period, subsequent impossibility without fault, merger of the capacities of creditor and debtor, release, expiry of the limitation period and novation.<\/p>\n<ul class=\"pm-cipler\" aria-label=\"M\u00fcteselsil borcu sona erdiren sebepler\">\n<li>Performance<\/li>\n<li>Expiry of a peremptory period<\/li>\n<li>Subsequent impossibility without fault<\/li>\n<li>Merger of the capacities of creditor and debtor<\/li>\n<li>Release<\/li>\n<li>Expiry of the limitation period<\/li>\n<li>Yenileme<\/li>\n<\/ul>\n<div class=\"pm-ikili\">\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Extinction by performance<\/p>\n<p>Where the debt is extinguished by performance, this has effect for all jointly and severally liable debtors.<\/p>\n<\/div>\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Grounds other than performance<\/p>\n<p>Where the debt is extinguished for reasons other than performance, however, the extinction as a rule has effect only for the debtor in whose person the relevant reason has arisen. If the relevant reason has arisen for all debtors, it will then have effect for all partners. For example, if the limitation period has expired for all debtors, it will have effect for all partners.<\/p>\n<\/div>\n<\/div>\n<\/section>\n<section id=\"kaynakca\">\n<h2>Bibliography<\/h2>\n<ul class=\"pm-liste\">\n<li><em><strong>Tamer BOZKURT,<\/strong> Corporate Law<\/em><\/li>\n<li><em><strong>Onur G\u00f6rkem K\u00d6KSAL,<\/strong> Adi Ortakl\u0131kta Ortaklar\u0131n Sorumlulu\u011fu [Liability of Partners in Ordinary Partnerships]<\/em><\/li>\n<\/ul>\n<\/section>\n<p class=\"pm-dipnot\">Related legislation: <a href=\"https:\/\/www.mevzuat.gov.tr\/mevzuat?MevzuatNo=6098&amp;MevzuatTur=1&amp;MevzuatTertip=5\" target=\"_blank\" rel=\"noopener\">Turkish Code of Obligations No. 6098<\/a> (mevzuat.gov.tr)<\/p>\n<section id=\"sss\" class=\"pm-sss\">\n<h2>Liability of Partners in Ordinary Partnerships: Frequently Asked Questions<\/h2>\n<details open>\n<summary>How is the liability of partners in ordinary partnerships determined?<\/summary>\n<div>\n<p>Under Art. 638 of the TBK, unless otherwise agreed, the partners are jointly and severally liable for debts they have assumed towards third parties within the framework of the partnership relationship, whether together or through a representative. According to the article, this liability is direct and unlimited, extending to all their assets.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Does an ordinary partnership have legal personality?<\/summary>\n<div>\n<p>No. An ordinary partnership has no legal personality; therefore the partners own the partnership assets jointly.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>What are common defences and objections?<\/summary>\n<div>\n<p>Borcun sebep ya da konusundan kaynaklanan, yani borcun hi\u00e7 do\u011fmad\u0131\u011f\u0131na veya sona erdi\u011fine ili\u015fkin def&#8217;i ve itirazlard\u0131r. TBK m. 164\/2 uyar\u0131nca bunlar\u0131 ileri s\u00fcrmeyen bor\u00e7lu di\u011fer bor\u00e7lulara kar\u015f\u0131 sorumlu olur; makaleye g\u00f6re bu, i\u00e7 ili\u015fkide r\u00fccu hakk\u0131n\u0131n kaybedilmesi anlam\u0131na gelir.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Which partner can raise personal defences and objections?<\/summary>\n<div>\n<p>\u015eahsi def&#8217;i ve itirazlar alacakl\u0131 ile yaln\u0131zca ilgili bor\u00e7lu aras\u0131ndaki ili\u015fkiden do\u011far ve sadece o bor\u00e7lu taraf\u0131ndan ileri s\u00fcr\u00fclebilir; di\u011fer bor\u00e7lular kendilerine ili\u015fkin olmayan \u015fahsi def&#8217;i sebebine dayanamaz.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Can a partner who has paid the entire debt claim against the other partners?<\/summary>\n<div>\n<p>Yes. According to the article, although in the external relationship the partners are liable for the entire debt, in the internal relationship they are liable in equal shares unless otherwise agreed; a partner who pays more than its share has a right of recourse against the other partners.<\/p>\n<\/div>\n<\/details>\n<\/section>\n<section id=\"iletisim\" class=\"pm-form-kap\">\n<div class=\"pm-form-sol\">\n<p class=\"pm-etiket\">Consultation request<\/p>\n<h2>Do you have a question about the debts of an ordinary partnership?<\/h2>\n<p>As UTU Hukuk Dan\u0131\u015fmanl\u0131k, we provide legal and advisory services in the field of Company Law.<\/p>\n<p>Fill in the form and we will call you. 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General Overview Owing both to the ease of their formation and to the freedom they afford the parties, ordinary partnerships are one of the types of company most frequently encountered in commercial life\u2026<\/p>","protected":false},"author":1,"featured_media":416,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"elementor_canvas","format":"standard","meta":{"footnotes":""},"categories":[3],"tags":[],"class_list":["post-138","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-sirketler-hukuku"],"_links":{"self":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/138","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/comments?post=138"}],"version-history":[{"count":4,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/138\/revisions"}],"predecessor-version":[{"id":680,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/138\/revisions\/680"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/media\/416"}],"wp:attachment":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/media?parent=138"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/categories?post=138"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/tags?post=138"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}