Additional Payment and Ancillary Performance Obligations in a Turkish Limited Company: When They Can Be Called, the Cap, Consent, Share Transfers and Bankruptcy (TTK 603-607)
Can a Turkish limited company ask its partners for more money than their capital? Only if the articles of association say so. Under Article 573(2) of the Turkish Commercial Code (TTK, Law No. 6102), partners of a limited şirket are not liable for the company's debts; they are obliged only to pay the capital shares they undertook and to perform the additional payment (ek ödeme) and ancillary performance (yan edim) obligations provided for in the articles. An additional payment may be required only in the cases listed in TTK 603(1), and the amount may not exceed twice the nominal value of the partner's capital share (TTK 603(3)). Articles amendments that introduce or increase such obligations may be adopted only with the consent of all partners concerned (TTK 607). This guide is written for foreign investors and partners who hold, buy or sell shares in a Turkish limited company, and for those negotiating its articles of association. It is based on the statutory text as read on 12 November 2026.
1. What Are Additional Payment and Ancillary Performance Obligations? (TTK 573, 577, 603 and 606)
The direct answer. Under TTK 573(2), partners are not liable for the company's debts; they are obliged only to pay the capital shares they undertook and to perform the additional payment and ancillary performance obligations provided for in the articles of association. Both obligations are optional. They exist for a partner only if the articles of association (şirket sözleşmesi) create them.
Additional payment. Under the first sentence of TTK 603(1), partners may, by the articles of association, be made liable for additional payments in addition to the price of their capital share (esas sermaye payı bedeli dışında). The additional payment is a money obligation that can be called to meet the cases listed in TTK 603(1), discussed in section 2.
Ancillary performance. Under TTK 606(1), the articles of association may provide for ancillary performance obligations that can serve the realisation of the company's business purpose (işletme konusunun gerçekleşmesine hizmet edebilecek). The subject, scope, conditions and other important points of ancillary performance obligations attached to a capital share are stated in the articles (TTK 606(2)).
Binding only if written in. TTK 577(1) lists provisions that are binding where they are provided for in the articles of association. They include provisions for additional payment obligations, their form and scope (TTK 577(1)(c)), and provisions for ancillary performance obligations, their form and scope (TTK 577(1)(d)). A side letter or shareholders' agreement is a separate instrument; TTK 577 speaks of the articles of association.
Where else they appear. The whole of the articles of association is registered and announced (TTK 587(1)); TTK 587(1) applies the rule of TTK 36(1) on the effect of registration towards third parties only to the items it lists, and point (j) lists the privileges, additional obligations and ancillary performance obligations provided for in the articles. Share certificates are issued as evidentiary instruments or in registered form, and additional payment and ancillary performance obligations must be stated in them expressly (TTK 593(2)); the share transfer agreement must state them too (TTK 595(1)). A buyer can look for them in the registered articles, in the certificates and in the transfer agreement.
2. When Can a Turkish Limited Company Call an Additional Payment? (TTK 603(1), (2) and (5))
The direct answer. Under the second sentence of TTK 603(1), performance of the additional payment obligation may be requested from the partners only in the following cases:
- Loss not covered. The total of the company's capital and statutory reserves (kanuni yedek akçeler) cannot cover the company's loss (TTK 603(1)(a)).
- Business cannot continue properly. The company cannot properly continue its business without these additional means (TTK 603(1)(b)).
- Case defined in the articles. Another case defined in the articles of association and creating an equity need (özkaynak ihtiyacı) has occurred (TTK 603(1)(c)).
Who makes the request. Under TTK 603(5), if the conditions are met, the additional payments are requested by the managers (müdürler). The statute places the request with the managers once one of the cases in TTK 603(1) has occurred. A partner who receives a request can ask which of the three cases is relied on, and, for a case under TTK 603(1)(c), which provision of the articles defines it.
Drafting point (c). Point (c) works only through the articles. If a partner wants the company to be able to call money in a further case that creates an equity need, that case has to be defined in the articles. If a partner wants to limit calls, the articles can stay with the statutory cases in points (a) and (b) and define no further case.
Bankruptcy. Under TTK 603(2), with the opening of bankruptcy, the additional payment obligation falls due (muaccel olur). TTK 603(2) thus attaches its own consequence to the opening of bankruptcy, next to the cases in TTK 603(1). Section 9 returns to bankruptcy and capital loss.
For managers. For the manager's position and how a manager is removed, see our guide on removing the manager of a limited company.
3. How Much Can Be Required, and Who Pays It? (TTK 603(3)-(4), 599, 608 and 609)
The direct answer. Under TTK 603(3), the additional payment obligation can be provided for in the articles of association only as a fixed amount based on the capital share, and that amount may not exceed twice the nominal value (itibarî değer) of the capital share. Under TTK 603(4), each partner is obliged to make only the additional payment attributable to his own capital share.
A fixed amount. The words esas sermaye payını esas alan belirli bir tutar in TTK 603(3) require the articles to state a definite amount tied to the capital share. An open promise to fund the company as needed does not fit that wording.
No joint liability between partners. TTK 603(4) attaches the obligation to each partner's own capital share. One partner does not answer for another partner's additional payment. A different rule applies where one capital share belongs to several persons: under TTK 599(1), if a capital share belongs to more than one partner, the co-owners (paydaşlar) are jointly and severally liable to the company for the additional payment and ancillary performance obligations provided for in the articles. Under TTK 599(2), co-owners may exercise the rights arising from the capital share only through a common representative they appoint.
Effect on dividends. Under TTK 608(2), unless the articles provide otherwise, dividends are calculated in proportion to the nominal value of the capital share, and the amount of additional payment obligations performed is also added to the nominal value in calculating the dividend.
No interest. Under the first sentence of TTK 609(1), no interest may be paid on capital or on additional payments. Under the second and third sentences, the articles may provide for the payment of interest for the preparatory period (hazırlık dönemi faizi), in which case the joint stock company provisions apply.
4. What Is an Ancillary Performance Obligation (Yan Edim)? (TTK 606 and 616(2)(d))
The direct answer. Under TTK 606(1), the articles of association may provide for ancillary performance obligations that can serve the realisation of the company's business purpose. It is an obligation attached to a capital share, separate from the capital contribution and from the additional payment.
What the articles must contain. Under the first sentence of TTK 606(2), the subject, scope, conditions and other important points of ancillary performance obligations attached to a capital share are stated in the articles of association. Under the second sentence, matters requiring detail may be left to a regulation (düzenleme) of the general assembly. Under TTK 616(2)(d), issuing internal regulations on ancillary performance obligations is a non-transferable power of the general assembly where the articles provide for it.
The link to the business purpose. The test in TTK 606(1) is the company's business purpose (işletme konusu). The business purpose itself must be stated in the articles with its essential points (TTK 576(1)(b)). A partner reviewing a proposed ancillary obligation can compare it with the business purpose clause.
When an ancillary obligation is treated as an additional payment. Under TTK 606(3), cash and in-kind performance obligations that have no consideration expressly stated in the articles of association, or no appropriate consideration, and that serve to meet an equity need, are subject to the provisions on the additional payment obligation. The text joins the two elements with ve (and): no stated or appropriate consideration, and a function of meeting an equity need. Where both elements are present in a cash or in-kind performance obligation, it is subject to the provisions on the additional payment obligation.
Competition restrictions are separate. The statute treats a non-compete obligation that is aggravated or extended to all partners as a separate item next to additional payment and ancillary performance obligations (TTK 593(2); TTK 595(1)).
Comparison with a joint stock company. In a joint stock company, apart from the exceptions provided by law, the articles may impose no obligation on a shareholder other than paying the share price or a premium above the nominal value (TTK 480(1)). Where share transfers depend on the company's approval, the articles may also impose obligations to perform recurring non-monetary performances at set times (TTK 480(4)). For a broader comparison of business forms, see individual companies and limited companies compared.
5. Capital Contribution, Additional Payment and Ancillary Performance Compared
The direct answer. The capital contribution is owed by every partner; the additional payment and the ancillary performance exist only where the articles of association provide for them, and each follows its own rules.
| Point | Capital contribution | Additional payment (ek ödeme) | Ancillary performance (yan edim) |
|---|---|---|---|
| Legal basis | Paying the capital share undertaken (TTK 573(2)) | Only if provided for in the articles (TTK 573(2), 577(1)(c), 603(1)) | Only if provided for in the articles (TTK 573(2), 577(1)(d), 606(1)) |
| Content of the articles | Nominal capital, number and nominal values of capital shares (TTK 576(1)(c)) | Fixed amount based on the capital share (TTK 603(3)) | Subject, scope, conditions and other important points (TTK 606(2)) |
| Limit | The capital share undertaken (TTK 573(2)) | Not more than twice the nominal value of the capital share (TTK 603(3)) | Must be able to serve the business purpose (TTK 606(1)) |
| When it can be required | Capital payment rules (outside this guide) | Only in the cases of TTK 603(1)(a)-(c); due on opening of bankruptcy (TTK 603(2)) | As stated in the articles; detail may be left to a general assembly regulation (TTK 606(2)) |
| Who asks | Outside this guide | The managers, if the conditions are met (TTK 603(5)) | No rule in TTK 606; the articles state the conditions (TTK 606(2)) |
| Added or increased later | Capital increase is an important resolution (TTK 621(1)(d)) | Consent of all partners concerned (TTK 607) | Consent of all partners concerned (TTK 607) |
| Reduction or removal | Joint stock company rules applied by analogy (TTK 592(1)) | Only if capital and statutory reserves fully cover the losses; capital reduction rules by analogy (TTK 603(6)) | No special rule in TTK 606; amendments of the articles follow TTK 589(1) |
| Interest and dividends | No interest, except preparatory-period interest provided for in the articles (TTK 609(1)); dividend base unless the articles provide otherwise (TTK 608(2)) | No interest (TTK 609(1)); performed amount added to the dividend base unless the articles provide otherwise (TTK 608(2)) | Cash or in-kind, without a stated or appropriate consideration, and serving an equity need: additional payment rules apply (TTK 606(3)) |
Reading the table. The first column describes the capital contribution only as far as this guide needs it. The other two columns follow TTK 603 and TTK 606.
6. Can the Partners Add or Increase These Obligations Later? (TTK 607, 589, 587 and 616)
The direct answer. Yes, but not against a partner's will. Under TTK 607, general assembly resolutions that amend the articles of association and introduce additional or ancillary performance obligations, or increase existing obligations, may be adopted only with the consent of all partners concerned (ilgili tüm ortakların onayıyla).
Who must consent. The statute uses the words ilgili tüm ortaklar: all partners concerned. Without the consent of those partners, the resolution cannot be adopted under TTK 607, whatever majority votes for it.
The general articles amendment rule. Under TTK 589(1), unless the articles provide otherwise, the articles of association may be amended by a resolution of the partners representing two thirds of the capital, TTK 621 being reserved. Amending the articles is a non-transferable power of the general assembly (TTK 616(1)(a)). TTK 621(1) lists important resolutions with a higher quorum; its list does not name resolutions introducing additional or ancillary obligations, for which TTK 607 sets its own consent requirement. Under TTK 589(2), every amendment of the articles is registered and announced.
What the register shows. Under TTK 589(2) the amendment is registered and announced, and the additional obligations and ancillary performance obligations provided for in the articles are among the items listed in TTK 587(1)(j), to which TTK 587(1) applies the rule of TTK 36(1) on the effect of registration towards third parties.
Mergers and conversions. Two restructuring provisions contain similar consent rules. Where a joint stock company or a partnership limited by shares becomes a limited company and an additional payment or personal performance obligation would arise, the conversion resolution requires the approval of all partners (TTK 189(1)(a)). Where a limited company takes over a joint stock company or a partnership limited by shares and the takeover also provides for additional obligations and personal performance obligations, or extends existing ones, unanimity of all partners is required in the absorbed company (TTK 151(4)). See section 9.
7. How Are Additional Payment Obligations Reduced, Removed or Repaid? (TTK 603(6), 605 and 592)
The direct answer. Under the first sentence of TTK 603(6), the additional payment obligation may be reduced or removed only if the total of capital and statutory reserves fully covers the losses. Under the second sentence, the provisions on capital reduction apply by analogy (kıyas yoluyla) to reducing or removing the additional payment obligation.
The link to capital reduction. TTK 603(6) ties reduction or removal to the condition that capital and statutory reserves fully cover the losses, and it applies the capital reduction rules by analogy. TTK 592(1) applies the joint stock company provisions on capital reduction to limited companies by analogy. For the joint stock company procedure, see our guide on capital reduction.
Capital reduction to clean up the balance sheet. Under the second sentence of TTK 592(1), the capital may be reduced to improve an over-indebted balance sheet (borca batık bilanço) only if the additional payment obligations provided for in the articles have been paid in full. A partner whose company is considering such a reduction should first check whether the articles contain additional payment obligations and whether they have been paid.
Repaying an additional payment. Under TTK 605(1), for an additional payment that has been made to be returned in part or in full, the amount of the additional payment must be coverable from freely usable reserves and funds (serbestçe kullanılabilecek yedek akçeler ile fonlar). The words requiring that this be confirmed by a transaction auditor (işlem denetçisi) were removed from the text by Article 41 of Law No. 6335 of 26 June 2012.
8. What Happens When a Partner Transfers Shares or Leaves the Company? (TTK 593, 595, 596 and 604)
The direct answer. The obligations are tied to the capital share, and the statute gives the company tools to protect itself. The transfer agreement must also state the additional payment and ancillary performance obligations (TTK 595(1)), and, where the articles provide for these obligations, the general assembly may refuse approval if the security requested from the transferee because his solvency is doubted has not been given (TTK 595(6)). A departing partner may also remain liable for additional payments in the cases of TTK 604.
Form of the transfer. Under the first sentence of TTK 595(1), the transfer of a capital share and transactions creating an obligation to transfer are made in writing and the parties' signatures are notarised. Under the second sentence, the transfer agreement also states the additional payment and ancillary performance obligations; where the non-compete obligation is aggravated or extended to all partners, that fact; and the conditions on rights of first offer, pre-emption, repurchase and purchase, and contractual penalties.
Approval and refusal. Unless the articles provide otherwise, the transfer requires the approval of the partners' general assembly and becomes valid with that approval (TTK 595(2)). Unless the articles provide otherwise, the general assembly may refuse approval without giving reasons (TTK 595(3)). Where the articles provide for additional payment or ancillary performance obligations, the general assembly may refuse approval, even without a provision in the articles, if the security requested from the transferee because his solvency (ödeme gücü) is doubted has not been given (TTK 595(6)). If the general assembly does not refuse within three months of the application, it is deemed to have given approval (TTK 595(7)). If the articles prohibit transfer or the general assembly refuses approval, the partner's right to leave the company for just cause is reserved (TTK 595(5)).
Certificates. Under TTK 593(2), capital share certificates are issued as evidentiary instruments or in registered form, and additional payment and ancillary performance obligations must be stated in them expressly.
Inheritance, matrimonial property and enforcement. Where a capital share passes by inheritance, under the provisions on matrimonial property regimes or through enforcement, all rights and obligations pass to the acquirer without the general assembly's approval (TTK 596(1)); under TTK 596(2), the company may refuse to approve the acquirer within three months of learning of the acquisition, provided that it offers the acquirer to take over the shares at their real value for its own account, for the account of a partner or for the account of a third party it designates. For more, see our guide on inheritance of shares in a limited company.
Liability after leaving. Under TTK 604(1), if the company goes bankrupt within two years from the date on which the partner's departure was registered, the additional payment obligation is required of that former partner too. Under TTK 604(2), if the additional payment obligation has not been performed by the successor (halef), the partner's liability continues to the extent that the obligation could have been asserted against the partner on the date on which it materialised (yükümlülüğü gerçekleştiği tarihte). For exit for just cause and exclusion, see leaving or excluding a partner in a limited company.
9. Bankruptcy, Capital Loss, Conversion and Merger (TTK 603(2), 633, 186, 189 and 151)
The direct answer. Bankruptcy makes the additional payment obligation due (TTK 603(2)); the capital loss rules leave the additional payment provisions reserved (TTK 633(1)); where a joint stock company or a partnership limited by shares converts into a limited company and an additional payment or personal performance obligation would arise, the approval of all partners is required (TTK 189(1)(a)); and where a limited company takes over such a company and the takeover provides for additional and personal performance obligations, or extends existing ones, unanimity of all partners in the absorbed company is required (TTK 151(4)).
Bankruptcy. Under TTK 603(2), the additional payment obligation falls due with the opening of bankruptcy. Under TTK 604(1), a former partner whose departure was registered within two years before the bankruptcy is also required to perform it.
Capital loss and over-indebtedness. Under TTK 633(1), in cases of loss of capital or over-indebtedness (borca batıklık), the relevant joint stock company provisions apply by analogy, and the provisions on the additional payment obligation are reserved. Where the articles contain an additional payment obligation, TTK 603(1)(a) allows it to be requested where the total of capital and statutory reserves cannot cover the company's loss.
Conversion. The conversion report explains, among other things, any additional payment and other personal performance obligations and personal liabilities for partners arising from the conversion (TTK 186(2)(e)); small and medium-sized companies may dispense with the report if all partners approve (TTK 186(3)). Where a joint stock company or a partnership limited by shares becomes a limited company, the conversion resolution requires the approval of all partners if an additional payment or personal performance obligation would arise (TTK 189(1)(a)). For the full procedure, see our guide on converting a limited company into a joint stock company.
Merger. Where a limited company takes over a joint stock company or a partnership limited by shares and the takeover also provides for additional obligations and personal performance obligations, or extends existing ones, unanimity of all partners in the absorbed company is required (TTK 151(4)).
10. What Should a Foreign Partner Check Before Signing? (TTK 577, 595 and 603-607)
The direct answer. Read the articles of association for any additional payment or ancillary performance clause, measure it against TTK 603 and TTK 606, and make sure any share purchase or sale documents state it as TTK 595(1) requires.
A checklist.
- Is there a clause? Additional and ancillary obligations bind only where the articles provide for them (TTK 577(1)(c)-(d)).
- Is the amount fixed and within the cap? A fixed amount based on the capital share, not above twice its nominal value (TTK 603(3)).
- Which cases allow a call? Points (a) and (b) of TTK 603(1) come from the statute; any case under point (c) must be defined in the articles.
- Who calls? The managers, if the conditions are met (TTK 603(5)).
- Ancillary obligations. Check the subject, scope and conditions (TTK 606(2)), the link to the business purpose (TTK 606(1)), and whether a cash or in-kind duty that has no consideration expressly stated in the articles, or no appropriate consideration, serves to meet an equity need (TTK 606(3)).
- Penalties and exclusion. The articles may contain contractual penalty provisions for obligations not performed at all or not on time (TTK 577(1)(f)) and special grounds for excluding a partner (TTK 577(1)(l); TTK 640(1)).
- Later changes. New or increased obligations need the consent of all partners concerned (TTK 607).
- Buying shares. Expect the transfer agreement to state the obligations (TTK 595(1)) and, where the articles provide for these obligations, the general assembly to be able to refuse approval if security requested because the buyer's solvency is doubted has not been given (TTK 595(6)).
- Selling shares. Keep in mind the two-year rule after the registered departure (TTK 604(1)) and the continuing liability where the successor does not perform (TTK 604(2)).
- Co-owned shares. Co-owners of one capital share are jointly and severally liable for these obligations (TTK 599(1)).
Related guides. For leaving the company, see leaving or excluding a partner in a limited company; for the manager who calls the payments, see removing the manager of a limited company.
Frequently asked questions
Can a Turkish limited company make me pay more than my capital share?
Only if the articles of association provide for an additional payment obligation (TTK 573(2), 577(1)(c)). The amount is a fixed sum based on the capital share, not above twice its nominal value (TTK 603(3)), and it may be requested only in the cases listed in TTK 603(1).
What is the maximum additional payment?
Under TTK 603(3), the additional payment obligation can be provided for only as a fixed amount based on the capital share, and it may not exceed twice the nominal value of that capital share.
Can the majority introduce an additional payment obligation without my consent?
No. Under TTK 607, general assembly resolutions amending the articles to introduce additional or ancillary performance obligations, or to increase existing ones, may be adopted only with the consent of all partners concerned.
Am I liable for another partner's additional payment?
Under TTK 603(4), each partner is obliged to make only the additional payment attributable to his own capital share. Where one capital share belongs to several persons, those co-owners are jointly and severally liable to the company for the additional payment and ancillary performance obligations provided for in the articles (TTK 599(1)).
Does selling my shares end my additional payment obligation?
The transfer agreement must state the obligation (TTK 595(1)). If the company goes bankrupt within two years from the registration of your departure, the additional payment is required of you too (TTK 604(1)), and if your successor does not perform it, your liability continues to the extent set by TTK 604(2).
What is an ancillary performance obligation?
It is an obligation provided for in the articles of association that can serve the realisation of the company's business purpose (TTK 606(1)); its subject, scope, conditions and other important points are stated in the articles (TTK 606(2)). Cash or in-kind obligations without a stated or appropriate consideration that serve to meet an equity need are subject to the additional payment rules (TTK 606(3)).
