Commercial Law
Advisory and representation are provided in company formation, the drafting and review of commercial contracts, shareholder relations and the resolution of commercial disputes.
The aim is to enable clients of varying sizes to carry out their commercial activities with legal certainty; processes are planned according to needs and objectives.
Services in This Area
- Drafting, reviewing and negotiating commercial contracts
- Company formation, amendments to articles of association and general assembly procedures
- Shareholder relations, share transfers and disputes over withdrawal or exclusion from partnerships
- Litigation and enforcement proceedings for the recovery of commercial receivables
- Representation in mandatory pre-litigation mediation for commercial disputes
- Disputes concerning unfair competition and the protection of commercial reputation
- Distributorship, dealership, franchise and supply agreements
- Ongoing legal advisory services for companies
What Does Commercial Law Cover?
Commercial law, framed by the Turkish Commercial Code No. 6102 (TCC), governs commercial enterprises, relations between merchants, companies, commercial contracts and negotiable instruments. It spans a broad field, from company formation and general assembly procedures to the structuring of partnerships and the management of commercial agreements.
Legal support in this area is provided not only when a dispute arises but also in the ordinary course of business. Consideration is given to structuring contracts in line with the TCC and the Turkish Code of Obligations, recording shareholder relations in written terms, and ensuring that corporate bodies operate in accordance with procedural requirements.
Is Mediation Mandatory in Commercial Disputes?
For commercial claims for the payment of a sum of money, including receivables and compensation, applying to a mediator before filing suit is a procedural precondition under Turkish law. If no settlement is reached at mediation, the dispute proceeds before the commercial courts of first instance, or through arbitration where a valid arbitration agreement exists between the parties.
Mediation can allow disputes to be resolved more quickly and confidentially than litigation. A negotiation strategy is shaped at each stage with the client's interests in mind, and where a settlement is reached, the enforceability of the resulting agreement is assessed.
Why Does Early Legal Support Matter in Commercial Contracts?
A significant proportion of commercial disputes stem from delivery, payment, penalty, termination and jurisdiction clauses left vague at the contracting stage. Having a contract reviewed before signature contributes to preventing disputes that may otherwise arise later.
As merchants are held to the standard of a prudent businessperson under Turkish law, the duty of care in commercial dealings is high. Advisory and representation are provided to prepare contract texts to that standard, establish a sound evidentiary record and assess risks in advance.
Frequently Asked Questions
- Is mediation compulsory in commercial cases in Turkey?
- For commercial claims concerning the payment of a sum of money, applying to a mediator before litigation is a procedural precondition; a case filed without satisfying it is dismissed on procedural grounds. Whether a particular claim falls within this scope is assessed according to the nature of the dispute.
- How are disputes between company shareholders resolved?
- Shareholder disputes are first addressed through negotiation and mediation; failing that, remedies provided in the Turkish Commercial Code may be pursued, such as annulment of general assembly resolutions, withdrawal or exclusion from the partnership, and dissolution for just cause. The appropriate route depends on the company type, the ownership structure and the contractual terms, and each situation is assessed on its own facts.
- What can be done when a commercial receivable goes unpaid?
- The usual first steps are serving a formal notice on the debtor and, for claims subject to the mediation precondition, applying to a mediator. If no settlement is reached, enforcement proceedings or a collection action may be considered. The route taken depends on the basis of the claim, the available evidence and the debtor's assets.
- Are penalty clauses enforceable in commercial contracts?
- Penalty clauses are in principle valid under the Turkish Code of Obligations, and freedom of contract is interpreted broadly between merchants. However, penalties so severe as to cause the economic ruin of a merchant may be set aside or reduced. The fate of a specific clause is assessed in light of the circumstances of the case.
These answers are for general information only and do not constitute legal advice. For an assessment of your specific situation, please consult a lawyer.
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