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Commercial Law

Procedures concerning commercial enterprises, companies, contracts and commercial disputes.

ABOUT THIS FIELD

Commercial law regulates the activities of commercial enterprises, the rights and obligations of merchants, the formation and operation of companies, negotiable instruments and disputes arising from commercial transactions. Commercial custom, the prudent-merchant standard and specific rules of evidence are particularly significant in this field.

Company records, general assembly and management decisions, commercial books, contracts and correspondence establish the framework of the dispute. For commercial receivables and compensation claims subject to mandatory pre-action mediation, the parties must apply to a mediator before bringing proceedings.

PROCESS AND TIME LIMITS

Mandatory mediation

In commercial cases concerning claims and compensation for the payment of a sum of money, recourse to mediation is mandatory before bringing an action (Turkish Commercial Code, Art. 5/A).

Annulment of general meeting resolutions

Resolutions of the general meeting that breach the law, the articles of association or the principle of good faith may be challenged by an action for annulment within three months of the date of the resolution (Art. 445). No time limit applies to null and void resolutions (Art. 447).

Disputes between shareholders

Disputes over share transfers, withdrawal and exclusion, dividends and the right to information are governed by different rules depending on the type of company. In limited liability companies, a share is transferred in writing with notarised signatures and, unless the articles of association provide otherwise, requires the approval of the general meeting (Art. 595).

Unfair competition

Against commercial practices contrary to good faith, a claimant may seek a declaration that the conduct is unfair competition, an injunction, removal of its effects and damages (Art. 56). These actions must be brought within one year of the claimant learning of the conduct and, in any event, within three years of the act (Art. 60).

FREQUENTLY ASKED QUESTIONS

Which court hears commercial cases?

Unless otherwise provided, commercial cases and commercial non-contentious matters are heard by the commercial court of first instance regardless of their value (Turkish Commercial Code, Art. 5/1). Where there is no commercial court, the civil court of first instance hears these cases.

What is the time limit for objecting to an invoice?

A person who receives an invoice and does not object to its content within eight days of receipt is deemed to have accepted it. The same rule applies to letters confirming contracts concluded by telephone or electronic means (Turkish Commercial Code, Art. 21/2–3).

Can a partner leave a limited liability company?

The articles of association may give partners a right to withdraw and attach conditions to it. Every partner may also bring an action for withdrawal on just grounds; during the proceedings the court may order measures to secure the partner's position (Turkish Commercial Code, Art. 638).

Are commercial books admissible as evidence?

In commercial cases the court may order the parties to produce their commercial books. To be admissible, the books must be kept completely and in accordance with the law, have their opening and closing certifications, and their entries must be mutually consistent (Code of Civil Procedure, Art. 222).

Within what period must a cheque be presented?

A cheque payable in the place where it was issued must be presented to the drawee bank within ten days, and one payable elsewhere within one month. For cheques issued abroad, the period is one month on the same continent and three months on different continents (Turkish Commercial Code, Art. 796).

What can a shareholder do if refused information?

A shareholder may ask the board of directors for information on the company's affairs at the general meeting. If a request for information or inspection is left unanswered or unjustly refused, the shareholder may apply to the commercial court where the company has its seat within ten days of the refusal; the court's decision is final (Turkish Commercial Code, Art. 437).

DOCUMENTS

The following documents are usually used when a file in this field is reviewed:

  • Trade registry records and articles of association
  • Decisions of the general meeting and management
  • Invoices, delivery notes and confirmation letters
  • Commercial books and account records
  • Contracts between the parties
  • Cheques, promissory notes and payment documents
SCOPE

Principal areas of work

  1. 01

    Formation of joint-stock and limited-liability companies, articles of association and shareholder arrangements

  2. 02

    Preparation and challenge of general assembly and management-body resolutions

  3. 03

    Disputes between company shareholders and liability actions

  4. 04

    Drafting, interpretation and adjustment of commercial contracts

  5. 05

    Disputes concerning commercial receivables, current accounts, agency and distribution relationships

  6. 06

    Unfair competition proceedings and protection of trade secrets

  7. 07

    Mergers, divisions, conversions, share transfers and liquidation procedures

  8. 08

    Negotiable instruments, restructuring by composition and commercial payment or compensation disputes subject to mandatory mediation