Drafting a Partnership Agreement in Turkey

Entering into a business partnership in Türkiye can be a rewarding venture, especially for foreign investors seeking to expand their footprint in a dynamic and strategically located market.

However, navigating the legal complexities of partnership formation requires careful planning and well-drafted legal documents. At Bayraktar Attorneys, we specialize in assisting foreign clients with every legal aspect of establishing a partnership in Türkiye, particularly the drafting of Partnership Agreements (Ortaklık Sözleşmesi).

Why You Need a Written Partnership Agreement in Türkiye

Although partnerships in Türkiye can be established through informal agreements, this leaves room for disputes and misinterpretations. A properly written and notarized partnership agreement provides legal clarity on each partner's duties, capital contributions, profit shares, dispute resolution methods, and termination clauses.

Under the Turkish Code of Obligations and the Turkish Commercial Code, written agreements are strongly recommended and sometimes legally required. This is especially important when the business will operate as a collective, commandite, or ordinary partnership.

Key Clauses in a Turkish Partnership Agreement

A standard partnership agreement in Türkiye should include:

• Partner Identification: Full details of the partners involved, including Turkish Identification or Foreign ID numbers.

• Purpose of Partnership: The scope and purpose of the business venture.

• Capital Contribution: Amount and form of capital each partner will contribute (cash, property, services, etc.).

• Profit and Loss Sharing: Clear rules on how profits and losses will be distributed.

• Management Rights: Who will have the authority to make decisions, represent the partnership, and manage daily operations.

• Dispute Resolution: Arbitration clauses, governing law, and jurisdiction in case of disagreements.

• Dissolution Terms: Conditions under which the partnership may be terminated and how assets will be distributed.

How Bayraktar Attorneys Assists You

At Bayraktar Attorneys, we offer comprehensive legal services for foreign nationals entering partnerships in Türkiye. Here’s how we support you at every stage:

1. Pre-Drafting Legal Consultation

We begin with a detailed consultation to understand your business goals, structure preferences, and the nationality of your prospective partners. This helps us determine whether an ordinary partnership, a limited partnership, or a joint stock company might be more suitable for your needs.

2. Customized Agreement Drafting

We draft bilingual (English-Turkish) partnership agreements tailored specifically to your business and partnership model. Our agreements meet both international best practices and Turkish legal requirements, reducing your exposure to future litigation or regulatory issues.

3. Due Diligence on Your Partner

Before entering into any agreement, we carry out a legal background check on your Turkish partner or company. This includes reviewing their company registration status, any ongoing lawsuits, bankruptcy records, and enforcement files, to help reduce your risk.

4. Notarization and Legalization

If needed, we arrange notarization and assist with apostille/legalization processes. We also ensure your agreement is enforceable in Turkish courts or through arbitration centers.

5. Ongoing Legal Support

We continue to provide legal assistance for any disputes, amendments, exit negotiations, or court representation in the event of a conflict.

Common Issues We Help Prevent

Foreign investors often underestimate the importance of clear exit clauses, profit distribution rules, or voting rights in their partnership agreements. Our law firm has represented multiple foreign clients who suffered financial loss due to vague or one-sided contracts. By working with us from the beginning, we can prevent:

• Disputes over business control

• Unclear capital or labor obligations

• Loss of invested capital during partner exits

• Tax or permit issues from informal partnership structures

Conclusion: Protect Your Investment with Bayraktar Attorneys

Türkiye offers significant business potential, but entering a partnership without clear legal boundaries is a risky move. Let Bayraktar Attorneys help you draft a legally sound, enforceable, and customized partnership agreement that protects your interests from day one.

Whether you are forming a tourism company, tech startup, restaurant, or joint real estate venture, our legal team is ready to assist.