ORDİNARY PARTNERSHİP AND THE OWNERSHİP OF THE LEGAL CAPACİTY

Abstract

An ordinary partnership is a contract by which at least two natural and/or legal persons combine their labour and assets in order to achieve a common purpose. This partnership consists of elements such as the personal element, contract, capital, a common objective, and the active and equal contribution of efforts toward that objective . An ordinary partnership is characterized by a joint ownership structure. The purpose of the ordinary partnership is to generate profit and to distribute it among the partners. From a historical perspective, the earliest traces of the ordinary partnership can be found in the concept of societas in Roman law. The ordinary partnership agreement constitutes, in the strict sense, an obligation-law relationship and does not possess a corporate structure. Under Turkish law, the ordinary partnership does not have legal personality; consequently, it also lacks legal capacity in this legal system. In Germany, the regulation of the ordinary partnership has been influenced by the Swiss Code of Obligations and was modernized by the Act on the Modernization of the Law of Partnerships, which entered into force on 1 January 2024. Through these amendments, ordinary partnerships have been granted legal capacity, and a partnerships register has been established. These developments, aimed at adapting to a changing world and protecting creditors, should also be taken into account in Turkish law, and similar regulations should be adopted.