TURKISH COMMERCIAL CODE

Law Number : 6102

Date of Adoption : January 13,2011

Date and No. of Publication in the Official Gazette : February 14,2011 - 27846


NOTE: This translation made by myself is unofficial and for information purposes only. All rights of it are reserved as a translation anyway. Read this page first, please. Click "TÜRK TİCARET KANUNU" for full Turkish text of the Code.

 

PRELIMINARY

A) Field of application of the Code

I – Commercial provisions

ARTICLE 1 - (1) The Turkish Commercial Code is an integral part of the Turkish Civil Code dated November 22,2001 and numbered 4721. Provisions of this Code and special provisions related to transactions and acts of a commercial enterprise that are worded in other laws, shall be commercial provisions.

(2) The court shall make decision according to commercial customs, if that is absent either, according to general customs in commercial businesses about which no any commercial provision existed.

 

II – Commercial customs

ARTICLE 2 - (1) If there is not a contrary provision in the law, unless determined that it has been accepted as a commercial custom, precedent, may not form a basis for judgement of the court. However, precedents shall also be taken into consideration in interpretation of declarations of will.

(2) Commercial customs that are specific to a region or to a commercial branch, shall be given priority to general ones. If those concerned are not in the same region, unless specified otherwise in the law or contract, the custom that is in place of performance shall be applied.

(3) Commercial customs shall only be applied about the persons who do not have capacity of businessman in case where those have been known or are required to be known by them.

 

III – Commercial businesses

ARTICLE 3 - (1) Issues specified in this Code and all transactions and acts related to a commercial enterprise are deemed commercial business.

 

IV – Commercial cases, non-contentious proceeding matters and their evidences

1. In general

ARTICLE 4 - (1) Civil cases arising from issues concerning commercial enterprise of either party and unless regarded whether the parties have been businessmen or not; civil cases and non-contentious proceeding matters arising from the issues that are specified;

a) In this Code,

b) In the Articles from 962 to 969 of the Turkish Civil Code regarding the persons performing a work of making loan in consideration of mortgage,

c) In the Articles from 202 to 203 related to taking over assets and enterprise and merger or transformation of enterprises, in the Articles from 444 to 447 related to prohibition of competition, in the Articles from 487 to 501 related to publishing contract, in the Articles from 515 to 519 regulating letter of credit and order of credit, in the Articles from 532 to 545 relating to brokerage contract, in the Articles from 547 to 554 relating to commercial agents, commercial representatives and other businessman assistants, in the Articles from 555 to 560 regarding remitment, in the Articles from 561 to 580 regulating safekeeping contracts of the Turkish Code of Obligations dated November 01,2011 and numbered 6098,

d) In statute regarding intellectual property law,

e) In special provisions concerning share markets, exhibitions, street fairs, bazaars, warehouses or other commercial-specific places,

f) In regulations related to banks, credit institutions, financial institutions and works of making loan,

shall be deemed commercial case and non-contentious proceeding matters having commercial character. However, cases arising from the rights concerning remitment, safe custody, literary and artistic works which they have no any relation with any commercial enterprise are exempt from this.

(2) Evidence and submission of evidences in commercial cases are also subject to the Civil Projedure Code dated June 18,1927 and numbered 1086.

 

2. Courts that commercial cases to be heard and non-contentious proceeding matters to be resolved

ARTICLE 5 – (1) Unless otherwise provided by the law, commercial court of first instance is competent to hear all of commercial cases and resolve non-contentious proceeding matters having commercial character regardless of value or total amount of the matter in dispute.

(2) If there is commercial court of first instance in a place, the cases that lie within subject-matter jurisdiction of the court of first instance and businesses presumed commercial pursuant to Article 4 and other works to be held in commercial courts pursuant to special provisions are heard in commercial courts. If there is more than one commercial court of first instance that hears commercial cases in a place, one or a number of commercial courts of first instance may be commissioned by the High Council of Judges and Public Prosecutors in places where work condition necessitates to hear civil cases related to maritime commerce and maritime insurance arising exclusively from this Code or from other special laws.

(3) (As amended on June 26,2012 - 6335/2 nd Art.) Relationship between commercial court of first instance with civil court of first instance and other civil courts is a relationship of subject-matter jurisdiction and in this case provisions related to subject-matter jurisdiction shall be applied.

(4) (As amended on June 26,2012 - 6335/2 nd Art.) It does necessitate to be rendered decision of lack of jurisdiction if not has been depended upon a jurisdiction rule in a commercial case in a judicial locality without any commercial court of first instance, civil court of first instance continues to hear the case.

 

B) Miscellaneous provisions

I – Period of limitation

ARTICLE 6- (1) Limitation periods prescribed in the laws which set forth commercial provisions, may not be changed by agreement unless provided otherwise by the Law.

 

II – Presumption of solidarity

ARTICLE 7- (1) If two persons or more, incur a debt together towards another person in connection with a business having commercial nature for only one or all of them, they become severally liable, unless provided otherwise by law or agreement. However, there may not be applied interest to guarantor or guarantors unless given notice to them that commitment or payment has not been made or fulfilled.

(2) In case of giving security for commercial debts, the provision of the first paragraph is also valid in relationships between both principal debtor and guarantor and among guarantors.

 

III – Interest in commercial businesses

1. Freedom of rate and conditions of compound interest

ARTICLE 8- (1) Interest rate in commercial businesses is determined freely.

(2) Provided that not to be less than three months, the term of applying interest again to the sum after adding interest to the principal, is solely valid in current accounts and loan agreements that are in the nature of commercial business for both parties. Provided however that, this paragraph, may not be applied to the persons who are not tradesmen in contracting parties.

(3) Provisions concerning protection of consumers, are reserved.

(4) Interest applied against the provisions of the second and third paragraphs of this article, is deemed null and void.

 

2. Provisions to be applied

ARTICLE 9- (1) In commercial businesses, provisions of relevant legislation are applied for legal, principal and default interest.

 

3. Beginning of interest

ARTICLE 10- (1) If a contrary agreement is not existent, interest of a commercial debt, begins from termination of fixed term, if there is no a fixed term, begins from the day of notice.

 

TRANSLATION OF OTHER ARTICLES WILL CONTINUE