COMPANY PARTNERSHIP AGREEMENT

(For a limited liability company, a multi-shareholder structure)

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Article 1 – Parties

The persons whose information is written below have signed this Partnership Agreement to establish a limited company and to create a partnership relationship within this company:

1. Partner:
Name and Surname: ………………………………………
Turkish Republic Identity Number: ………………………………
Address: ……………………………………………
Share Percentage: ……… %
Capital Commitment: ………… TL

2. Partner:
Name and Surname: ………………………………………
Turkish Republic Identity Number: ………………………………
Address: ……………………………………………
Share Percentage: ……… %
Capital Commitment: ………… TL

(Other partners, if any, are also added in the same format)

The parties will hereinafter be referred to as "PARTNERS".

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Article 2 – Establishment and Type of the Company

The parties have agreed to establish a limited liability company under this agreement, subject to the Turkish Commercial Code , operating in the field of [e.g., “Digital Media and Consulting”] , with its headquarters located at ……………… address, under the name [ABC Consulting Limited Company] .

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Article 3 – Capital and Shareholdings

3.1. The company's share capital has been determined as a total [example: 300,000 TL] .
3.2. The partners have committed to this capital as follows:

3.3. Capital commitments shall be paid no later [e.g., 24 months] .

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Article 4 – Sharing of Profits and Losses

4.1. The partners agree that the company's profits and any losses that may arise will be shared in proportion to their shareholdings.

4.2. After deducting reserves, the remaining profit is distributed annually in accordance with the decision of the general assembly.

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Article 5 – Management and Representation

5.1. The management and representation of the company will be carried out by one of the partners [e.g., Partner 1] .

5.2. The other partner(s) have voting rights in important decisions determined by the managing partner.

5.3. One of the partners may carry out transactions such as borrowing, buying/selling real estate, and obtaining loans on behalf of the company with the unanimous consent of all partners .

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Article 6 – Non-Compete Clause and Ancillary Activities

6.1. The partners agree that they will not work directly or indirectly in or become partners in another company or business in fields similar to the company's area of ​​activity

6.2. In case of breach, the other partner has the right to terminate the contract and claim compensation.

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Article 7 – Transfer of Shares

7.1. If any partner wishes to transfer their shares, in whole or in part, they must first offer this right in writing to the other partners. 7.2. The other partners have a right of pre-emption . 7.3. Transfers to third parties are valid only with the written consent of all partners and in the presence of a notary public.

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Article 8 – Right to Inspection and Access to Information

Each partner has the right to audit the company's books, accounts, and operations. The annual balance sheet and income statement will be submitted to them regularly.

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Article 9 – Duration and Termination of the Agreement

9.1. This agreement shall remain valid for the duration of the company's operations.
9.2. One of the partners:

• if it goes bankrupt,

• if he/she gets seriously ill,

• if it violates the non-compete clause,

• They can be expelled from the partnership unanimously.

9.3. The contract shall terminate upon the dissolution of the company or by mutual agreement of all partners.

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Article 10 – Resolution of Disputes

Any disputes that may arise between the partners will primarily be attempted to be resolved through amicable means. Otherwise, the Istanbul (Anadolu/Çağlayan) Commercial Courts and enforcement offices shall have jurisdiction.

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Article 11 – Entry into Force and Provisions

11.1. This agreement consists of a total of 11 (eleven) articles and was signed in 2 (two) copies on … / … / 2025 and entered into force.
11.2. This agreement shall be considered an integral part of the company's articles of association.

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SIGNATURE SECTION

<div style=”display: flex; justify-content: space-between;”><div>**1. PARTNER** Name and Surname: ………………………… Signature: ____________________</div><div> **2nd PARTNER** Name and Surname: ………………………… Signature: ____________________</div></div>

(Other partners, if any, are also added here.)

                                                                  YAĞMUR YORULMAZ, LAW FACULTY STUDENT