Practice Areas
Commercial Law Advisory
Legal relationships arising from the daily operations of commercial enterprises are handled under the Turkish Commercial Code and Code of Obligations.
Last updated: · Prepared by: Av. Barış Kaymaz
Commercial law governs relationships between merchants, the operation of commercial enterprises, commercial contracts and negotiable instruments, primarily under the Turkish Commercial Code and the Turkish Code of Obligations.
Because commercial life relies on speed and trust, contracts and business relationships benefit from a solid legal foundation from the outset. In commercial disputes, the burden of proof, the evidentiary value of commercial books and statutory limitation periods play a decisive role.
Commercial Enterprise and Merchant Status
Under Article 11 of the TTK, a merchant is a person or entity operating a commercial enterprise above the threshold set for tradesmen; merchant status is acquired through operating such an enterprise (for individuals) or through incorporation as a commercial company (for legal entities). Consequences of merchant status include mandatory commercial registration, bookkeeping obligations, a duty to act as a prudent businessperson, and being bound by commercial custom, as well as special formal requirements for notices between merchants and short deadlines for reporting defects in commercial sales.
Commercial Contracts
Commercial contracts are governed by the general provisions of the Code of Obligations and special TTK rules, with continuing-relationship agreements such as distribution, dealership, agency and franchise contracts requiring careful drafting of termination notice periods, exclusivity and non-compete clauses. Under TTK Article 102 et seq., a commercial agent may be entitled to a goodwill (portfolio) indemnity upon termination under certain conditions, a point that is frequently disputed in practice.
Negotiable Instruments
Negotiable instruments such as promissory notes, cheques and bills of exchange are regulated in detail under Book Three of the TTK, and compliance with their formal requirements is a precondition for validity and enforceability. A dishonoured cheque triggers both civil and criminal remedies under Law No. 5941 on Cheques, and claims based on such instruments can be pursued through the expedited enforcement procedure reserved for negotiable instruments under the Enforcement and Bankruptcy Law.
Unfair Competition
Under TTK Article 54 et seq., deceptive and bad-faith commercial practices are classified as unfair competition, entitling injured parties to bring actions for declaration, prevention, removal of the consequences, and damages. The limitation period for such claims is one year from when the injured party learns of the act and the responsible party, and three years from the act in any event.
Resolution of Commercial Disputes
Commercial disputes are generally heard before commercial courts of first instance, and for certain claim types mediation is a mandatory precondition before filing suit. Properly kept commercial books facilitate proof in disputes, and where the parties have agreed on an arbitration clause, disputes are resolved through arbitration under the rules specified in the contract.
Services in This Area
- Drafting and negotiating commercial contracts (distribution, dealership, agency, franchise)
- Pursuing commercial receivables and enforcement based on negotiable instruments
- Handling unfair competition claims and defenses
- Managing trade registry filings
- Managing mediation and litigation in commercial disputes
- Reviewing supply and sales agreements
- Advising on the transfer of commercial enterprises