Commercial Law
Company law, shareholder disputes, commercial contracts, unfair competition, and disputes arising from negotiable instruments.
Contents
Commercial law governs relations between merchants and the law of companies; the principal text is the Turkish Commercial Code No. 6102. Because a merchant is required to act as a prudent businessperson, the consequences of a contract are applied to them more strictly; the protection that exists in consumer relations is absent here. Legal support taken while the contract is being made therefore renders a good part of later litigation unnecessary from the outset.
Company law
Formation and restructuring
Formation of limited and joint stock companies, drafting of articles of association, increases and reductions of capital, conversion, merger and division.
Shareholder disputes
Annulment of general assembly resolutions and declarations that they are void, withdrawal and exclusion of shareholders, protection of minority rights, dissolution for just cause, and actions concerning the liability of directors. Share transfer agreements and shareholders' agreements are also drafted here.
Commercial contracts
Drafting and negotiation of contracts for the sale of goods and services, distribution, dealership, franchise, supply, confidentiality and non-competition; conducting compensation and termination processes where a contract is breached.
Negotiable instruments and recovery
Disputes arising from cheques, promissory notes and bills of exchange, the civil and criminal routes available where a cheque is dishonoured, enforcement proceedings specific to negotiable instruments, and annulment of an objection to those proceedings.
Unfair competition
Actions for a declaration, for prohibition and for compensation where commercial reputation is harmed, customers are taken by means contrary to the rule of good faith, trade secrets are disclosed, or advertising is misleading.
Current accounts and commercial debt
Liquidation of a current account relationship, reconciliation and determination of the balance, recovery of commercial debts, and assessment of bankruptcy proceedings as an option.
Frequently asked questions
Is mediation compulsory in commercial disputes?
For claims for debt and compensation whose subject is the payment of a sum of money, having applied to mediation is a condition of the action. An action brought without that step is dismissed on procedural grounds. Claims such as declaration, annulment and prohibition do not fall within this requirement.
Am I personally liable for my company's debts?
In capital companies the liability of shareholders is, as a rule, limited to the capital they have undertaken. Personal liability of directors or shareholders may nevertheless arise for public debts and in certain cases set out in legislation; the liability of a limited company shareholder for public debt in proportion to their share is one example.
How long is there to challenge a general assembly resolution?
An action for annulment is brought, as a rule, within three months of the date of the resolution. In most cases the claimant must have been present at the meeting, voted against the resolution and had their dissent recorded in the minutes; the challenge therefore begins in the meeting room.
What routes are available where a cheque is dishonoured?
Enforcement proceedings specific to negotiable instruments may be brought for the debt. In addition, a criminal complaint may be made against the holder of the cheque account for causing the cheque to be marked as unpaid; the period laid down in the legislation must be observed for that complaint.
Is a non-competition clause always valid?
A restraint of competition cannot be unlimited. It must remain within reasonable bounds as to duration, geographical area and subject matter, and must not jeopardise the other party's economic future in a manner contrary to equity. A clause that goes beyond those bounds may be limited by the court.
If you have a matter concerning Commercial Law, you can write to us.
Send a message