Commercial Law

Commercial Law is a legal discipline established to ensure the safe, orderly, and predictable conduct of economic relations, covering areas such as commercial enterprises, company law, negotiable instruments, transportation, and insurance within the framework of the Turkish Commercial Code, and applied by specialized courts in commercial disputes.

Commercial Law is a branch of private law established to regulate commercial life and aims to ensure the conduct of economic activities within a framework of legal certainty. The Turkish Commercial Code (TCC) No. 6102 is the fundamental source of commercial law and encompasses areas such as commercial enterprises, company law, negotiable instruments law, transportation law, insurance law, and maritime commercial law. In today's rapidly evolving commercial landscape, Turkish Commercial Law continuously develops through both statutory regulations and judicial precedents, ensuring the safe and predictable conduct of economic relations.

Disputes subject to commercial law are heard before courts as commercial lawsuits. In the Turkish legal system, commercial lawsuits are determined according to the regulations in the Code of Civil Procedure (CCP) and the TCC. For a dispute to be considered a commercial lawsuit, either both parties must be merchants and the dispute must relate to their commercial enterprises, or it must fall within the category of absolute commercial lawsuits exhaustively enumerated in Article 4 of the TCC. In this context, for example, a dispute concerning a company partnership, a lawsuit for the collection of commercial receivables, a lawsuit filed due to unfair competition, or lawsuits seeking the performance or cancellation of negotiable instruments are directly considered commercial lawsuits.

Commercial lawsuits generally require technical knowledge and industry experience, making specialization crucial for the effective conduct of proceedings. For this reason, in certain situations, specialized commercial courts of first instance are designated as competent and authorized, and these courts render judgments in commercial disputes by considering both substantive law rules and commercial customs. In commercial lawsuits, the burden of proof is discharged through commercial ledgers, invoices, and other commercial documents, with expert examinations being sought when necessary. Furthermore, in some commercial lawsuits, mandatory mediation is applied as a prerequisite for litigation, thereby increasing the role of alternative dispute resolution methods in resolving disputes.

Disputes encountered in commercial law are not limited to local actors but frequently involve international elements, leading to the application of Private International Law and relevant foreign legal rules. Disputes arising from contracts signed by Turkish companies with foreign firms are resolved within the framework of contract law, arbitration agreements, and international commercial customs; in this context, the cross-border dimension of commercial lawsuits makes the application of Turkish Commercial Law more complex and multi-layered.

Commercial lawsuits play a significant role in resolving disputes arising in the field of Commercial Law. The protection of the rights and interests of both sole proprietorships and capital companies is ensured through the conduct of commercial lawsuits in accordance with legislation and judicial principles. Therefore, specialized legal representation in commercial lawsuits is of great importance for mitigating risks related to both procedural and substantive law.

In the context of Commercial Law and Company Law, our firm provides the following legal services:

Initiation and conclusion of all types of commercial lawsuits through diligent follow-up of the litigation process: Commercial lawsuits, aimed at resolving disputes arising from commercial activities before judicial authorities, are initiated and conducted within the framework of the Turkish Commercial Code and relevant legislative provisions. Receivable-payable relationships arising between commercial enterprises, breach of contract, unfair competition, company partnerships, and similar disputes may constitute the subject matter of a commercial lawsuit. During this process, stages such as filing the lawsuit, gathering evidence, attending hearings, and enforcing the judgment are meticulously carried out.

Achieving success in commercial lawsuits is possible not only through mastery of substantive law but also through the correct and timely application of procedural law rules. In this context, prerequisites for litigation, submission of evidence, preliminary examination, and investigation stages, as stipulated in the Code of Civil Procedure, are among the factors directly influencing the course of commercial lawsuits. Particularly, issues such as the evidentiary value of commercial ledgers and documents, expert examinations, and the applicability of commercial customs and practices are aspects requiring specialized expertise unique to commercial lawsuits. Therefore, developing a litigation strategy consistent with the nature of the dispute is of great importance in every commercial lawsuit.

In resolving commercial disputes, alternative dispute resolution methods are also considered in addition to the court process. Specifically, the mediation process, which has been made mandatory for certain types of lawsuits under Law No. 7155, has become a prerequisite for litigation, and a lawsuit can only be filed if a resolution cannot be reached between the parties during this process. Furthermore, if an arbitration clause or arbitration agreement exists between the parties, the dispute may be heard before private arbitration panels instead of judicial bodies. In such cases, providing legal representation and consultancy services to the parties within the framework of both domestic and international arbitration procedures is crucial.

Litigation and enforcement proceedings for company receivables: For the purpose of collecting receivables arising from companies' commercial relations, legal action is first pursued, and after the receivable is determined by a court decision, the collection process is carried out through enforcement proceedings. In this context, legal mechanisms such as summary enforcement proceedings initiated before enforcement offices, requests for precautionary attachment, and lawsuits for the annulment of objections filed against debtor objections are utilized.

In the process of collecting company receivables, the course of action varies depending on the legal nature and basis of the receivable. Specifically, for receivables that can be proven with documents such as invoices, delivery notes, current account reconciliations, contracts, or checks, direct summary enforcement proceedings can be initiated, whereas for disputed receivables, it may be necessary to first file an action for performance and then pursue enforcement based on the judgment. During this process, obtaining a precautionary attachment order against the debtor's assets is important for securing the receivable. Furthermore, if enforcement proceedings are halted due to the debtor's objection, it is possible for lawsuits for the annulment of the objection or the removal of the objection, along with claims for eviction and compensation, to arise within the prescribed period.

The process of pursuing commercial receivables is not limited to legal procedures but also involves strategic planning and effective enforcement methods. Specifically, investigations into the debtor's assets, attachment proceedings against third parties, and attachments placed on bank accounts and real estate can expedite the collection of receivables. At these stages, managing the enforcement file to protect the creditor's interests to the highest degree, preventing the receivable from becoming time-barred, and ensuring that enforcement procedures are carried out in accordance with due process are of great importance. Furthermore, in proceedings against debtors undergoing concordat, bankruptcy, or liquidation, it is necessary to act within the framework of special legislative provisions.

Preparation of company articles of association: The company's articles of association are the fundamental document defining the establishment and scope of activities of the legal entity. Prepared in accordance with the Turkish Commercial Code, this agreement regulates the company's trade name, scope of business, capital structure, partnership relations, and governance provisions. Since unlawful or incomplete provisions in this document may lead to serious disputes in the future, expert legal assistance is of great importance.

Provision of consultancy services regarding corporate governance and operations of companies: Continuous legal consultancy services are provided to ensure that companies operate in accordance with legislation, decision-making processes are conducted soundly, and governing bodies fulfill their legal obligations. This includes consultancy on board of directors' actions, general assembly meetings, commercial registry procedures, and compliance with legislative changes.

Provision of legal support services for the establishment of Turkish companies abroad, including monitoring and concluding procedures in cooperation with foreign law firms: Legal support is provided in cooperation with local law firms to ensure that Turkish-capitalized companies can establish companies and open branches in foreign countries in accordance with the relevant national legislation. During this process, matters such as company formation documents, representation authorities, tax, and work permits are monitored and completed.

Provision of legal consultancy for international transactions and dealings: With the increase in cross-border commercial activities, the need for legal consultancy regarding the obligations and rights of Turkish companies arising from international transactions has emerged. In this context, necessary legal guidance is provided by evaluating elements such as international contracts, payment methods, arbitration clauses, and the applicable legal system.

Drafting and evaluation of company board of directors' resolutions: To ensure that resolutions adopted at board of directors' meetings, where the company's strategic and administrative decisions are made, are lawful and valid, services are provided for the formal and substantive review and, if necessary, amendment of these resolutions. This service contributes to preventing future liability risks.

Provision of legal consultancy services regarding capital increase or decrease transactions: Changes in the capital structure of joint-stock companies and limited liability companies involve procedures such as general assembly resolutions, registration, and announcement, in accordance with the procedures stipulated by the TCC. During this process, legal consultancy is provided concerning the protection of shareholders' rights, notifications to creditors, and notarial procedures.

Preparation and legal opinion on qualified and specific contracts tailored to needs and projects: Within the dynamic structure of commercial life, there is a need for contracts tailored to each company's specific field of activity and projects. In this context, contract texts are prepared in accordance with technical, legal, and sectoral requirements, and existing contracts are evaluated for legal validity and risk analysis.

Preparation and evaluation of specific contracts (non-disclosure agreements, project development agreements, contingent commission agreements, exclusivity agreements, preliminary agreements, joint venture and consortium agreements): Specific types of contracts encountered particularly in areas such as investment, engineering, technology transfer, and international collaborations must contain carefully drafted provisions. In these contracts, the parties' obligations, rights, performance conditions, and dispute resolution methods are meticulously structured. The prepared texts are presented with a legal opinion to assess the enforceability of the contract.

Preparation and legal opinion on all types of commercial contracts, including manufacturing, franchising, licensing, leasing, distributorship, and agency agreements: In the preparation of contracts establishing ongoing relationships between parties in commercial activities, meticulous legal work is carried out to balance the interests of the parties and prevent disputes that may arise during the performance of the contract. These contracts are structured taking into account relevant special regulations and the sectoral needs of the parties.

Drafting of merger and acquisition agreements: In company mergers and acquisitions, legal support is provided at all stages, from preliminary review to the preparation of final contract texts. Procedures such as due diligence (legal review), competition law notification, contract drafting, and land registry transactions ensure the effective and secure realization of the merger or acquisition.

Initiation and conclusion of equity determination lawsuits through diligent follow-up of the litigation process: Equity determination lawsuits, filed to ascertain a company's insolvency or when the capital structure is disputed among partners, provide legal oversight of the company's financial structure. Expert examination and evaluation of financial documents are of great importance in these lawsuits.

Preparation of share transfer agreements, shareholders' agreements, and voting agreements: Share transfer agreements, inter-partner share agreements of a regulatory nature, and voting protocols are prepared to clearly and bindingly define rights and obligations in partnership relations. These documents provide legal assurance to ensure internal company harmony and transparency of the partnership structure.

Provision of legal information services to company executives regarding their criminal and civil liabilities: Company executives have both civil and criminal liabilities under the TCC and other relevant legislation. Comprehensive legal information is provided to executives, particularly regarding liabilities that may arise from abuse of authority, damage to company assets, and violation of legal obligations.

Provision of legal information services to company executives regarding employer-employee relations: Informing company management about their obligations under labor law helps reduce legal risks that may arise in the context of employee claims, termination of employment contracts, and collective labor law. This service also contributes to the healthy functioning of internal audit processes.

Provision of legal information services to company executives regarding the transfer of company assets: In the transfer of company assets, numerous legal parameters such as tax obligations, the risk of sham transactions, and the consent of partners must be evaluated. In this context, executives are provided with information regarding legal risks that may be encountered in transactions such as the transfer, assignment, or leasing of movable and immovable assets.

Provision of legal services for concordat: For companies struggling to pay their debts but wishing to maintain their financial structure, concordat is a restructuring process. Legal support is provided at stages such as filing an application with the court, obtaining a temporary stay, cooperating with the commissioner, and preparing the proposal to be presented to creditors.

Initiation and follow-up of bankruptcy postponement lawsuits: Bankruptcy postponement is a judicial mechanism offered to rectify a company's financial situation. This type of lawsuit allows the company to regain its capacity to pay its debts under certain conditions. The legal process is conducted with an improvement project and audit reports to be submitted to the court.

Initiation and follow-up of unfair competition lawsuits: Acts carried out contrary to the principle of commercial honesty constitute unfair competition under the TCC. Lawsuits for the determination, prohibition, elimination of consequences, and claims for damages related to unfair competition are the primary judicial remedies in this scope. The evidence collection process and expert opinions play a decisive role in the course of these lawsuits.

Initiation and follow-up of lawsuits related to all types of trademarks, patents, and utility models registered to the company:
Intellectual and industrial property rights are among the commercial assets of companies. Lawsuits filed in cases of trademark infringement, counterfeiting, unauthorized use, and patent infringement aim to both compensate for financial losses and halt the infringement.

Legal information during the company liquidation process: Liquidation is the process of terminating company operations. During this process, procedures such as the appointment of liquidators, notification to creditors, sale of assets, and distribution of remaining assets must be carried out in accordance with legislation. Process-oriented legal consultancy is provided to executives on this matter.

Legal information on E-commerce law and the legal nature of commercial transactions conducted online, and initiation and follow-up of lawsuits for dispute resolution: Issues such as the legal qualification of commercial activities conducted in the digital environment, the validity of electronic contracts, consumer rights, distance sales, and personal data protection fall within the scope of e-commerce law. This area is a field of expertise that requires continuous monitoring due to rapidly evolving legislative changes.