Introduction
The Turkish Commercial Law (Türk Ticaret Hukuku) regulates the legal framework for commercial activities in Turkey. Codified in the Turkish Commercial Code (Türk Ticaret Kanunu – TTK, No. 6102), it provides the rules governing merchants, companies, commercial transactions, negotiable instruments, maritime law, and insurance. For foreign investors, entrepreneurs, and businesses operating in Turkey, understanding the Turkish Commercial Law is essential for compliance, investment security, and dispute resolution.
1. Structure of the Turkish Commercial Code
The TTK is divided into six main books:
- Commercial Enterprise (Ticari İşletme Hukuku)
- Commercial Companies (Şirketler Hukuku)
- Negotiable Instruments (Kıymetli Evrak Hukuku)
- Transport Law (Taşıma Hukuku)
- Maritime Law (Deniz Ticareti Hukuku)
- Insurance Law (Sigorta Hukuku)
This systematic arrangement reflects the importance of commercial law for the economy and international trade.
2. Commercial Enterprise (Ticari İşletme)
The cornerstone of Turkish commercial law is the commercial enterprise (ticari işletme), defined as an organization operating continuously and independently with the purpose of producing or trading goods or services exceeding the scale of a small business.
- Merchant (Tacir): Any person who operates a commercial enterprise is considered a merchant (Art. 12 TTK). Merchants are subject to specific duties, such as keeping commercial books, registering with the trade registry, and adhering to honest business practices.
- Commercial Representative (Ticari Temsilci): A person authorized to represent the merchant in commercial transactions.
- Commercial Registry (Ticaret Sicili): Provides transparency and legal security by recording commercial enterprises and companies.
3. Commercial Companies (Şirketler)
The TTK regulates different types of companies, divided into two broad categories:
a. Partnerships (Şahıs Şirketleri)
- Collective Company (Kollektif Şirket)
- Commandite Company (Komandit Şirket)
Partners are personally liable for debts in varying degrees, making these suitable for small businesses.
b. Capital Companies (Sermaye Şirketleri)
- Joint Stock Company (Anonim Şirket – A.Ş.): Minimum capital 50,000 TL; shares may be publicly traded.
- Limited Liability Company (Limited Şirket – Ltd. Şti.): Minimum capital 10,000 TL; simpler structure, not publicly traded.
- Partnerships Limited by Shares (Sermayesi Paylara Bölünmüş Komandit Şirket): Hybrid form.
Capital companies are widely preferred by foreign investors due to limited liability and regulatory clarity.
4. Negotiable Instruments (Kıymetli Evrak)
Negotiable instruments are critical for trade and finance. The TTK regulates:
- Bills of Exchange (Poliçe)
- Promissory Notes (Bono / Senet)
- Cheques (Çek)
These instruments provide security, credit, and flexibility in commercial dealings. The rules cover form requirements, endorsement, acceptance, and liability.
5. Transport Law (Taşıma Hukuku)
The TTK also regulates carriage of goods and passengers by land, air, and sea:
- Carriers’ obligations, liability for damages or delays, and limitation of liability.
- Rights of passengers and shippers.
6. Maritime Law (Deniz Ticareti Hukuku)
Given Turkey’s geography, maritime law is a significant part of the TTK. It governs:
- Ships and Ownership (Gemiler ve Mülkiyet): Registration, mortgages, and transfer.
- Carriage of Goods by Sea: Bills of lading, charterparties.
- Collisions and Salvage (Çatışma ve Kurtarma): Liability rules in maritime accidents.
- Limitation of Liability: Special regimes for shipowners.
This section aligns with international conventions and is vital for shipping companies and investors.
7. Insurance Law (Sigorta Hukuku)
Insurance plays a central role in managing commercial risks. The TTK regulates:
- General insurance principles,
- Contracts of life, property, and liability insurance,
- Obligations of insurers and policyholders.
8. Commercial Books and Accounting
Merchants are obliged to keep commercial books (ticari defterler) such as journals, ledgers, and inventories (Art. 64 TTK). These must comply with Turkish Accounting Standards and serve as evidence in disputes.
9. Unfair Competition and Commercial Practices
The TTK prohibits unfair competition (haksız rekabet), including misleading advertisements, misuse of trade secrets, and exploitation of competitors’ efforts. Remedies include injunctions, damages, and correction of misleading statements.
10. Commercial Disputes and Courts
Commercial disputes are heard by Commercial Courts of First Instance (Asliye Ticaret Mahkemeleri). These courts handle:
- Company disputes,
- Negotiable instruments,
- Bankruptcy and concordat proceedings,
- Intellectual property cases (sometimes in specialized IP courts).
Disputes may also be resolved through arbitration, particularly in international transactions.
Conclusion
The Turkish Commercial Law provides a comprehensive and modern legal framework for trade, investment, and business in Turkey. Covering merchants, companies, negotiable instruments, maritime law, and insurance, it ensures transparency, accountability, and legal security.
For foreign investors and businesses, knowledge of the Turkish Commercial Code is essential to navigate company formation, contracts, trade finance, and dispute resolution. By ensuring fair competition and aligning with international standards, the Turkish Commercial Law creates a predictable environment for economic growth and cross-border cooperation.
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