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Articles

40 informative articles across 8 legal practice areas. Use the filter to find your topic.

Company Types and Formation

Turkish commercial law offers several company forms. The choice has decisive consequences for liability, capital requirements, and taxation.

The limited liability company (LLC) is the most common form; shareholders' liability is limited to their capital commitment
A joint-stock company requires a minimum capital of TRY 50,000 and may issue shares
An ordinary partnership requires no registration but partners are jointly and unlimitedly liable
Formation documents must be notarised and then registered with the Trade Registry
Choosing the wrong form can create heavy financial and administrative burdens later

Before forming a company, analyse the business purpose, ownership structure, and tax strategy to select the most suitable form.

Liability in Commercial Contracts

Contracts between merchants are governed by the Turkish Commercial Code in addition to general obligations law. Limiting or excluding liability requires careful attention.

Merchants owe each other a standard of commercial care
Penalty clauses may be freely agreed but the court can reduce them
Commercial instruments (cheques, promissory notes) can be enforced without equitable considerations
Agency and distributorship agreements involve specific rules on non-competition and termination compensation
Mediation is now a mandatory pre-condition before bringing a commercial claim

Clear and unambiguous contract terms are the strongest protection in any future dispute.

Withdrawal and Expulsion of Partners

The exit of a partner from a company — whether voluntary or forced — generates important legal consequences. Managing this process correctly protects the company's continuity.

In an LLC a partner may seek court-ordered withdrawal on just cause
Serious just cause entitles the other partners to seek expulsion through the court
The departing partner's share is valued by an expert
Exit provisions and a baseline valuation mechanism can be agreed in advance in the articles
Competing with the company may constitute just cause for expulsion

In partnership disputes, documented minutes of shareholders' meetings and the articles of association directly shape the outcome.

Bankruptcy and Concordat

Two main mechanisms exist for merchants in financial difficulty: bankruptcy and concordat. Their conditions, consequences, and effects differ significantly.

A bankruptcy order places all of the debtor's assets in the bankruptcy estate
A concordat allows the debtor to restructure debts by agreement with creditors
A concordat application requires comprehensive preliminary examination documents
Suspension of bankruptcy has been abolished; concordat has taken its place
Creditor ranking and attachment prohibitions follow separate rules in bankruptcy

For companies under financial pressure, early legal and financial assessment is vital to identifying the best course of action.

Trade Name and Trade Mark

A trade name and a trade mark are distinct legal concepts. Both distinguish a business from competitors, but the scope of protection and registration procedures differ.

A trade name is protected by registration with the Trade Registry; a trade mark requires a TurkPatent application
Using an unregistered mark offers no protection and creates risks
Non-use of a mark for five years may lead to cancellation
Similarity of name or mark can give rise to an unfair competition claim
Geographical indication registration offers additional protection for local products

Registering your trade name and mark early substantially reduces the risk of future unfair competition disputes.

These articles are for general informational purposes only and do not constitute legal advice. Specific disputes should always be evaluated on the facts of the individual file.