Withdrawal and exclusion in the ordinary partnership

Withdrawal and exclusion in the ordinary partnership is gained positive Law with the Turkish Code of Oblligations number 6098 for the first time. Withdrawal can be defined as the separation of a partner from the partnership by a unilateral declaration of intention that must be reached by other partners. In other words, the right to withdrawal is the voluntary separation of a partner from the partnership. Exclusion can be defined as the removal of the partner by other partners without its consent. Both fall within content of the top consept of separation. According to the system of Turkish Code of Obligations, in order to wihtdraw and exclude from partnership, the reasons which listed in TCO 633 must be occured. As the reasons which stated in the article are not written in a limiting manner, it is possible to extend or narrow the reasons for withdrawal and exclusion with the partnership agreeement. It is noteworthy that the lawmaker has benefited from Swiss law (OR Art. 545) regulating the reasons for withdrawal and exclusion. On the other hand, it is seen that the German system (BGB 738- 740) is taken as the basis for he legal consequences of the withdrawal and exclusion. In the first part of our study, title of partnership, the right to withdrawal, the reasons for withdrawal and the right to exclusion are mentioned. In this context, the right to withdrawal for just cause and the property of the rights to withdrawal and exclusion in the two- person ordinary partnership is pointed out. The second part is reserved for the reasons of withdrawal and exclusion, exclusion for just cause and process of the withdrawal and exclusion. In section of exclusion for just cause, the problematic of exclusion without just cause is given as it manifests the richness of the German legal doctrine. In the third part of the study, the legal consequences of the withdrawal and exclusion, particularly; loss of the title of partnership, partnership buyout, the right of the separated partner to participate in the unfinished business, right to information, the request to be recovered from the debts, the obligation of the partner to cover the deficit, its contractial obligations and its legal liability were discussed. Keywords: title of partnership, separation, withdrawal, exclusion, just cause, partnership buyout