What Is Commercial Law in Turkey? Companies and Disputes

Commercial law in Turkey is the branch of law that covers the formation and operation of companies, commercial contracts and the collection of commercial receivables; the basic regulation is the Turkish Commercial Code No. 6102 (TCC). This guide summarizes the main types of transactions and cases in commercial law by subject group and links to our detailed articles; articles marked "(in Turkish)" are currently available only in Turkish.

How Is a Company Established in Turkey?

A company is established by choosing its type, preparing the articles of association through MERSİS (Central Registry System) and signing them by the founders, and then applying for registration to the Trade Registry Directorate in the place where the company's head office is located. The company acquires legal personality upon registration in the trade registry; after registration, tax, social security and commercial book procedures are completed.

• Company Formation in Turkey: Establishment of Companies According to Turkish Law
• Company Formation in Turkey (in Turkish)

How Does a Foreign Company Operate in Turkey?

A company whose head office is abroad may open a branch in Turkey, establish a new joint-stock company or limited liability company, or open a liaison office. The framework is set mainly by the Turkish Commercial Code, the Trade Registry Regulation and Law No. 4875 on Foreign Direct Investments.

• Opening a Branch in Turkey by a Foreign Company (in Turkish)

What Happens If Performance of a Contract Becomes Impossible or Difficult?

Force majeure is the failure to perform an obligation, or its becoming excessively difficult, owing to external events that do not originate from the parties, cannot be foreseen in advance and cannot be resisted; an earthquake is a typical example. The effect of force majeure on a contract is determined by the rules on impossibility of performance and on hardship.

• What Is Force Majeure? What Is the Effect of Force Majeure on a Contract? Impossibility of Performance and Hardship (in Turkish)

Which Disputes Arise from Construction and Contractor Contracts?

A construction contract in return for units is a mixed-type contract by which the landowner transfers or undertakes to transfer land shares to the contractor, in return for which the contractor builds the structure and delivers the agreed independent sections. Termination of the contract and the position of third parties who buy independent sections from the contractor are the main disputes in this field.

• Termination of Construction Contracts in Return for Units (in Turkish)
• The Legal Position of Third Parties Who Buy Immovable Property from a Contractor and What Can Be Done (in Turkish)

How Is a Commercial Receivable Secured and Collected?

A creditor may first warn the debtor by serving a notice. In a monetary receivable, where there is a concern that the debtor will hide assets, a provisional attachment may be requested; where obtaining a right in a non-monetary dispute would be jeopardized, an interim injunction regulated in Articles 389 to 399 of the Code of Civil Procedure No. 6100 is used. An action for annulment of disposition may be filed against transactions by which the debtor hides assets from creditors, and an action for unjust enrichment against enrichment obtained from another person's assets without a justified cause.

• What Is a Notice? How Is a Notice Served through a Notary? (in Turkish)
• What Is a Provisional Attachment and How Is a Decision of Provisional Attachment Obtained? (in Turkish)
• Action for Annulment of Disposition (in Turkish)
• Action for Receivables Due to Unjust Enrichment (in Turkish)

Is There a Separate Title of Commercial Lawyer?

No. Commercial lawyer or company lawyer are the names used for an attorney who handles commercial disputes and company transactions; they are not a separate title.

Article 35 of the Attorneyship Law No. 1136 gives attorneys registered with a bar association the authority to file actions and to handle judicial proceedings without dividing this authority by area of law. The Advertising Ban Regulation of the Union of Turkish Bar Associations also allows attorneys to describe their areas of practice only "without implying specialization".

A person searching for a "commercial lawyer in Ankara" or a "company lawyer in Ankara" is likewise looking for any attorney registered with a bar association who handles commercial disputes and company transactions.

This article is for general information only and does not constitute legal advice.