February 14, 2011 MONDAY - Official Newspaper - Issue: 27846 LAW - TURKISH COMMERCIAL CODE
START
A) area of application of the Law
I - Trade provisions
ARTICLE 1 - (1 ) The Turkish Commercial Code No. 4721 , dated 22.11.2001 is an integral part of the Turkish Civil Code . Provisions of this Law , other laws related to commercial properties on the specific provisions concerning the treatment and acts , commercial terms.
(2 ) The court , there is no provision for a commercial business affairs , business customs and practices, in accordance with the general provisions that do not have to decide.
II - Trade habits and customs
ARTICLE 2 - ( 1) If there are contrary provisions in the law , which is considered as commercial belirlenmedikçe habits and customs , customary , can not be based on the judgment of the court . However, the interpretation of statements conventions will come into play.
(2) specific to a region or branch of a trade commercial habits and customs are superior to the public . If they are not interested in the same area , unless otherwise provided by law or contract , is carried out throughout the habits and customs of trade .
(3) Commercial habits and customs , but they are known by traders who have the title of absent or , if necessary, are known .
III - Sales Jobs
ARTICLE 3 - (1 ) In this Act all the matters concerning the operation of a commercial business and trade is the responsibility of verbs .
IV - Commercial cases and evidence
1 generally
ARTICLE 4 - ( 1) on both sides, issues arising from the operation of commercial litigation , regardless of whether the parties are merchants ;
a ) In this Act ,
b) The Turkish Civil Code , up to 962 of those involved with mortgage lending for in Articles 969 ,
c) 6098 , dated 11.01.2011 of the Turkish Code of Obligations and the acquisition of the assets or business combination and deformation of businesses with 202 and 203, 444 and 447 of the restriction of competition , broadcast up to 487 of the 501 contracts , letters of credit and credit to regulate the order of 515 up to 519 545 up to 532 of the commission contract , business representatives , trade up to 547 delegates and 554 in other merchant assistants provided for the transfer of up to 555 560 , in Articles 580 up to 561 storage agreements regulate ,
d) legislation on intellectual property law ,
e ) Stock Exchange , exhibitions , fairs and markets and other places in the warehouse and on the trade -specific special provisions,
f) Banks and other credit institutions , financial institutions and the rules pertaining to the affairs of lending money ,
considered issues arising from projected commercial litigation lawsuits . However, any commercial properties pertain to the referral, rights to bail and the ideas and works of art that are exempt from lawsuits arising .
(2) to provide them with the evidence in commercial cases, number 1086, dated 18.06.1927 subject to the provisions of the Code of Civil Procedure .
2 Courts can be seen in commercial cases
ARTICLE 5 - ( 1) Save as otherwise provided , or the amount of litigation , regardless of the value of everything owned commercial court of first instance shall have jurisdiction of all trade .
(2) If the commercial court of first instance of a place , and in the court of first instance in the task set out in Article 4 in accordance with the special provisions in commercial trade cases the court considered commercial court of first instance is checked out other tasks . Commercial court of first instance in a place if you have multiple handles the commercial cases , employment status where required by the High Council of Judges and Prosecutors , one or more of the courts of first instance exclusively to trade arising from this Law and other regulations related to maritime trade and marine insurance law cases may be appointed to look after .
(3 ) The second paragraph above cases, the only jobs that are not on the wishes of the two sides , with the exception of a case due to the legal nature of trade or business area has entered the court , the parties can be claimed only in the form of the first object . If the file is deemed to be justified first appeal request will be sent to the appropriate court . Verbal notification of the decision within ten days from the date of notification will be renewed or that the court has to look at the case , however, the case , depending on the nature of the case required the implementation of the principles and provisions of the law applies . A commercial court of law of the case , not by the commercial court of a case of non-commercial provision alone is reason enough to create distortion .
(4) In case of rejection of the petition for lack of jurisdiction because the case that they are subject to the proceedings and their procedural provisions regarding time limits , work in the field of applied in case of the adoption of the first appeal .
B ) Several provisions
I - Timeout
ARTICLE 6 - ( 1) The limitation periods prescribed in laws which trade provisions of the Law on the contrary does not exist, can not be changed by the contract .
II - Joint liability presumption
ARTICLE 7 - ( 1) Two or more persons , one of them having only one or all of the commercial nature of the business , consequently, against another person enters the bottom of the debt , unless otherwise been preceded by law or contract, are jointly and severally liable . However , the guarantor and guarantors , the commitment is not fulfilled or payment made or executed without notification of default interest .
(2) In case of trade payables surety , guarantor and the principal debtor , as well as the provisions of the first paragraph will apply in the relations between guarantors .
III - Sales jobs interest
1 Conditions of freedom and the compound rate of interest
ARTICLE 8 - ( 1) Sales jobs, the interest rate shall be determined freely .
(2) not less than three months , the interest added to the principal condition for the execution of the interest rates again , let alone both sides in terms of current accounts, which is a commercial business loan contracts are valid. With the proviso that this paragraph will be without sözleşenleri merchant .
(3) prejudice to the provisions concerning the protection of the consumer .
(4) the second and third paragraphs of this Article does not interest operated in violation of force.
2 provisions to be applied
ARTICLE 9 - ( 1) Sales jobs , legal , and default interest on the principal , shall be subject to the relevant legislation .
3 the beginning of the interest
ARTICLE 10 - ( 1) If the contract contrary , a commercial loan interest rate , maturity and a certain maturity of the end starts to run from the day of or cautioned .
FIRST BOOK
commercial property
PART ONE
merchant
A) Commercial business
1 integrity
ARTICLE 11 - ( 1) Commercial businesses , artisans, which aims to provide income for the operation are in excess of the prescribed limit to the activities carried out continuously and independent entity .
(2) Commercial operation of the company trades with the boundary between the decree issued by the Council of Ministers will be shown .
(3) a commercial enterprise , it contains elements of the transfer of assets without the need to make separate transactions for the compulsory savings may be transferred as a whole and may be subject to legal action . Otherwise intended, fixed assets transfer agreement , the value of the company , the tenancy rights , trade name and other intellectual property rights , and shall be deemed to include the elements of continuous operation as determined during its assets . In case of commercial properties subject to a transfer agreement with all these other agreements are made in writing , is published in the commercial register .
B) The Merchant
I - real people
1 generally
ARTICLE 12 - ( 1) a commercial business, in part , the person who maintains his name is called pushers .
(2) A commercial business set up and opened , circulars, newspapers, radio, television and other ad vehicles or the operation of the public reported the status of the commercial register by registerig proclaimed one , even if the merchant has not started from the actual count.
(3) opened as a commercial enterprise , whether in its own name , or the name of a company or have not considered any other manner whatsoever, in law as a partner in transactions on behalf of a company in the one , as the merchant is liable towards third parties acting in good faith .
2 Small or incapacitated
ARTICLE 13 - ( 1) operates as a legal representative on behalf of their properties and trademarks of kısıtlılara , merchant does not count. Merchant adjective belongs to that representation . However, as the merchant is responsible in terms of the implementation of the provisions of the legal representative .
3 Trade with menedilenler
ARTICLE 14 - ( 1) Due to the nature of his work or personal or professional situations and tasks, therefore , the law or a prohibition arising from the decision of a court , or another person , or in violation of an official authorization or approval , although without authority to permit commercial merchant operates properties in person counted.
(2) contrary to the first paragraph of legal action arising from criminal and disciplinary liability reserved.
4 artisan
ARTICLE 15 - ( 1) Whether you are traveling in certain parts of the street or in a shop , or a hard , keep in bodily operate more capital based on economic activity and income in accordance with the second paragraph of Article 11 of the decree to be issued does not exceed the limit indicated and trades people involved in the arts or commerce . However, traders with specific substances of 20 and 53 in the third clause of the second paragraph of Article 950 of the Turkish Civil Code also apply to them .
II - Legal entities
ARTICLE 16 - ( 1) Trading companies , in order to reach the purpose of operating a commercial business foundations, associations governed by private law , and in accordance with the laws of their organization or business to operate in the State , special provincial administrations , municipalities and other public entities , and the village was founded by institutions and organizations are considered merchant .
( 2) The State , special provincial administrations , municipalities and other public entities with a public benefit to the village associations and the nature of public duty jobs who spend more than half of income trusts, commercial properties , whether directly or managed and operated in accordance with the provisions of the legal entity of public law people işletsinler hand , they are not considered merchant .
III - cooperative ownership
ARTICLE 17 - ( 1) The Merchant of associate provisions apply equally to equipment .
C) The provisions of being a merchant
I - Overall
ARTICLE 18 - ( 1) Merchant, subject to bankruptcy for debt of all kinds , and also to choose a lawful trade name , commercial operation of the provisions of this Act and in accordance with the Trade Registry to register the necessary commercial obliged to keep books .
(2) Every trader , trading activities, all you need to act as a prudent businessman .
(3) of Traders , on the other side of the lower of default , termination of the contract , the contract notices or warnings related to spin a notary , by registered letter , telegram or electronic mail system is stored using a secure electronic signature .
(4) that is connected to the other provisions of Merchant adjectives reserved.
II - Specially
1 Presumption of commercial business
ARTICLE 19 - ( 1) A trader is essential that commercial debts . However, the real person, a trader at the time that the commercial operation of the process on the other side is not expressly made or if the debt is not conducive to the commercial name of the case is considered to be counted .
(2) the nature of contracts with commercial work for one of the parties , unless otherwise provided in the Act , are considered commercial work for the other .
2 Entitled to charge
ARTICLE 20 - ( 1) A person who , with or without a merchant , who had business or service on the commercial operation of merchant, ask for an appropriate fee . Also, the merchant, and the charges for the advances , interest from the date of payment are eligible .
3 Invoice and confirmation letter
ARTICLE 21 - ( 1) in the context of commercial operation of the goods sold , manufactured , or an interest in a business that provided the trader has seen , the other party to give him a bill is paid , and the cost of it may also be shown on the invoice .
(2) within eight days from the date of the person receiving an invoice , the invoice for the content of this content is deemed to have accepted an appeal has not been found .
(3) Telephone , telegraph , or any communication tool or other information established as a technical agreements or oral statements made from the contents of the article to validate the person receiving the appeal within eight days from the date on which it was found, confirming the letter of the contract or the agrees that pronouncements .
4 Reduction of penalty fees and contract
ARTICLE 22 - ( 1) the debtor possessing the qualifications of a merchant , the second with paragraph of Article 121 of Turkish Code of Obligations and the third paragraph of Article 182 and Article 525 on the cases where excessive fee or penalty fee or contract allegedly agreed to ask the court to sentence the download .
5 Commercial sales and the exchange of goods
ARTICLE 23 - (1) Without prejudice to specific provisions in this Article , traders and commodities exchanges between the sale of goods with the contract of sale of the Turkish Code of Obligations shall apply for contract changes .
a) the nature of the contract , the parties in accordance with the purpose and the type of goods , the fulfillment of the contract of sale by installments despite the absence of these conditions , or if possible buyer has accepted the reservation asserting partial delivery , failure to satisfy a portion of the contract which have not been delivered to the buyer only part of the rights of use for . However, that part is not delivered the expected benefits of the Convention, the opportunity to achieve the purpose of obtaining or monitored or situation starts to fade and disappear or conditions , or the need to complete the remainder of the contract is understood as the buyer may terminate the contract can not be achieved .
b ) The Purchaser is in default if the seller of the goods may request the court to allow the sale . The court authorized the sale through an auction or through a person decided to give this job . If the person authorized dealer for sales , the goods will be sold to a specialist qualifications Moves detected . Selling expenses increased money after the removal of the sales price , the seller without prejudice to the right to exchange , on behalf of the buyer by the seller if there is a bank, and the bank and the situation is left to the notary public shall be notified immediately to the recipient .
c) during the delivery of the goods is defective, clear the buyer should notify the seller within two days of availability . If it is not clear that the buyer examine the goods , or within eight days after receipt of the goods as a result of this review incelettirmekle and turns out to be defective , notice the seller is obliged to protect the rights situation in that time . In other cases, the second paragraph of Article 223 of Turkish Code of Obligations apply.
PART TWO
Trade Registry
A) Organization
I - Overall
ARTICLE 24 - ( 1) Commercial register, under the supervision of the Ministry of Industry and Trade, commerce and industry chambers of commerce established within rooms or offices held by the trade register . If there is a place, the room is not available or adequate organization , trade register, the trade register in a room to be determined by the Ministry of Industry and Trade held by the director .
(2) Trade regulation principles and procedures concerning record retention of electronic records is displayed. These records must be registered and announced by electronic media content is stored and can be offered on a regular basis a common data base center , and Turkey Union of Chambers of Commerce and Industry Ministry created before .
(3) Requirements for the establishment of directorate Commercial register and record transactions between rooms principles for the provision of the necessary cooperation regarding the presence , in a regulation issued by the Ministry of Industry and Trade .
II - Management
ARTICLE 25 - ( 1) Commercial register, commercial register is managed by the director . Commercial registry manager, from among persons who possess the qualifications specified in the charter room with the approval of the Ministry of Industry and Trade appointed by the council . In the same manner directorate record business volume , according to the deputy director shall be appointed enough .
(2) Business record keeping for all damages arising from the state and severally liable for the corresponding room . Chain leading to loss record competent authority to appoint officials of the state and those who will return to the defect . Commercial register and assistant manager and other staff related to their duties as a public servant shall be punished for the crimes , and crimes against public officials are considered crimes against them .
(3) The Ministry of Industry and Trade , trade registry offices shall be authorized to take the necessary measures and activities to control at all times . Trade registry offices, said the measures taken by the Ministry and obliged to comply with the instructions given .
III - Regulations
ARTICLE 26 - (1) the establishment of directorate of trade register , record books are kept , registration procedures and principles regarding the fulfillment of the obligation , the registry means of appeal against the decisions of principals , assistant principals and other personnel record qualifications , discipline, work on this issue and the other is based on a regulation procedures .
B) Registration
I - Terms of Use
1 request
ARTICLE 27 - ( 1) the trade register , as a rule, are available on request . Registrations to be made on its own initiative or provisions relating to notify the competent institution or organization reserved. Jobs subject to a fee , registration fee receipt date is decisive in determining moment . The provisions of Article 34 .
(2) Trade registry offices , corporate tax payers and taxpayers applying for registration under this section or a copy of the documents related to the application case is submitted to the tax office . This is fulfilled the obligations of taxpayers to notify their initiation .
2 Relevant
ARTICLE 28 - ( 1) Registration request interested parties , legal representatives or successors, are made by the director of an authorized registrar .
(2) no more than ask for a registration is mandatory and is authorized to issue , unless otherwise provided by law , upon the request of one of them requested by the registration of all counted.
3 request form
ARTICLE 29 - ( 1) Registration request is made by petition .
(2) The petition must prove the identity of the owner . Notary signature in the petition is approved , as well as proofs of identity is required.
4 time
ARTICLE 30 - (1) Unless otherwise provided in the Act , registration of the claim period of fifteen days.
(2) This time, the required registration process or phenomenon takes place , which is due to be completed when the organization of a deed or document , deed or document that begins on the date of issue .
(3) Trade registration period is one month for residents outside the directorate of jurisdiction .
5 changes
ARTICLE 31 - (1) any changes occurring in the registered matters shall be registered .
(2) based on the case of the registration or ceases operations are completely or partially eliminated if either partly or completely deleted from the ledger records .
(3) The provisions of Article 30 applies in both cases up to 27 .
II - Records the principal tasks
1 Inspection task, and temporary registration
ARTICLE 32 - (1) Records Manager is obliged to examine whether there is the regulatory requirements for registration of items .
(2) the registration of legal persons , especially in the company agreement , whether it is contrary to the mandatory provisions of the law of the contract in question to be found , and whether they include provisions stipulated by necessity be examined.
(3) exactly reflect the fact that the issues to be registered , to create the false impression that the third persons not having the qualifications and are not contrary to public policy is a must.
(4) Solution in the discretion of a court or by the director of the registry in registering the exact duraksanan issues at the request of those concerned shall be temporarily registered . However, resorting to the court concerned within three months , or if they do not prove that they had agreed among them ex officio provisional registration will be deleted. The application was filed with the court if the final judgment shall be taken according to the results .
2 Invite registration and criminal
ARTICLE 33 - (1) Registration is required and the duration of the legal registration of the unsolicited third paragraph of Article 32 , or a matter to the news of the record that does not meet the director , concerned , to be determined within a reasonable time or to fulfill legal obligations requiring the registration of the reasons that the matter to prove that there is no call .
(2) Records and avoidance of principal from the reasons are not given time to report in person at registration , registration by the director of two hundred Turkish Liras shall be punished with an administrative fine of up to four thousand Turkish Liras .
(3) If the reported reasons for avoidance of time , the registry in charge of first instance have jurisdiction at the location of the commercial tribunal of commerce, a matter which the file is located on the review concludes by making the necessary registration , registration of the record that the director orders otherwise, it shall reject the registration . At the time of registration of the second paragraph with no penalty or punishment of the person to report the reasons for avoiding the provisions of this paragraph shall not preclude the application .
3 objection
ARTICLE 34 - ( 1) Relevant , registration, modification or deletion requests in relation to the directorate of record against the decision , within eight days from the communiqués , the place where the commercial register is in charge of first instance have jurisdiction may appeal to the court of commerce with the petition .
(2) The appeal shall be decided by the court examining the file out . However, the record manager 's decision is contrary to the interests of third parties on the matters recorded in the register if the appeal is heard in the third-party supplier . They do not come to court decides on file .
III - Clearance
ARTICLE 35 - (1) The registration process rests petitions, declarations , instruments, documents and newspapers with ads on them writing service record dates and numbers are stored in the registry directorate .
(2) All the contents of the register of commerce and the directorate could examine all stored documents , such as bills and paying expenses, you can take the certified copies thereof . Approved a document in a matter of whether or not recorded in the register required.
(3) Registration of the issues , there is a provision contrary to law or regulation to be announced .
(4) Ad , Turkey Turkey Trade Registry Gazette and in the records of the registry is unique to the declaration .
IV - Results
1 The effect of third party registration and listing
ARTICLE 36 - ( 1) Commercial registry records wherever they appear , to any third party , registration is Turkey Trade Registry Gazette ; announcement published his copies all the same in the last part of the next business day from the date of publication of the legal consequences. These days , the time limits begin to run from the date of the publication of the registration will start at .
( 2) A registered with the matter immediately processed in the time immediately on to any third party , or special provisions will lead to results .
(3) third parties against them, for they do not know no claims record to begin to bear results .
(4) whether registration or registration required , although it is not registered as an issue that was not declared , while a necessary , but if it is proven that they know , or should know , can be invoked against third parties .
2 apparently confidence
ARTICLE 37 - (1) breach of the condition if it is announced in the registration record , unless proved they know the real situation , which has been registered , the state declared trusts maintained by third parties .