Commercial Law

Frequently Asked Questions

• What Does a Real Person Merchant Mean?

  The person who operates a commercial enterprise, albeit partially, in his/her own name is called a merchant (Turkish Commercial Code art. 12/1). If the commercial enterprise is operated on behalf of a natural person, that person is a merchant. Here it is important that the business is a commercial enterprise. When more than one person operates a commercial enterprise together, each of the operators acquires the title of merchant. Persons who operate a commercial enterprise on behalf of someone else are not merchants. For example, even if the business is run by the managers of a trading company, the title of merchant does not belong to the manager (member of the board of directors or manager), but belongs to the company, since the manager operates the business not on his/her own behalf but for the company. Likewise, the person (shareholder, partner) who owns the shares of a joint stock or limited company alone is not a merchant, but the title of merchant belongs to the joint stock or limited company.

• Who is the Person Considered a Merchant?

  A person who has declared that he/she has established and opened a commercial enterprise to the public by means of circulars, newspapers, radio, television and other announcements or has announced the situation by registering his/her business with the trade registry is considered a merchant even if he/she has not actually started the business (Commercial Code art. 12/2).

• Which Commercial Books Are Mandatory?

  The books that the merchant has to keep are the journal, general ledger and inventory book.
  In addition, joint stock company share book, board of directors resolution book and general assembly meeting and negotiation book are mandatory books for joint stock companies. Limited companies are also obliged to keep a share book and general assembly meeting and negotiation book.
  According to the 6th article of the Communiqué on Commercial Books, the journal is the book in which the transactions that need to be recorded are written regularly in chronological order and in "item" form by removing them from the relevant document or document based on proof.
  According to the same article, general ledger is the ledger that takes the transactions recorded in the journal book from there and distributes them to the accounts to which it is related in a systematic way and collects them in these accounts in a classified manner.
  Pursuant to Article 8 of the Communiqué, the inventory book is a bound book with consecutive numbers of pages, in which the immovables, receivables, debts, amount of cash and the values of assets and liabilities are recorded one by one at the opening of the commercial enterprise and at the end of each accounting period after the opening.

• What is Current Account?

  Pursuant to the provision of article 89 of the Commercial Code, the contract in which two persons mutually refuse to claim their receivables arising from any legal reason or relationship one by one and separately, will write them down, convert them into debt and ask for the increased amount to be issued after the account is deducted, is a current account contract. This contract will not be valid unless made in writing.

• Are Commercial Books Evidence?

  The regulation regarding the evidential nature of the books is provided in Article 222 of the Code of Civil Procedure. Depending on the conditions in the aforementioned article, commercial books have the feature of being evidence in favor of or against the owner.

• In Which Courts Are Commercial Litigations and Uncontested Judgments Heard?

  Unless there is a provision to the contrary, the commercial court of first instance is responsible for dealing with all commercial cases and uncontested commercial matters, regardless of the value or amount of the thing being sued (Commercial Code art. 5/1).
  If there is a commercial court of first instance in a place, the cases that fall under the jurisdiction of the civil court of first instance and that are considered commercial in accordance with Article 4 and other matters to be dealt with in the commercial court in accordance with special provisions shall be dealt with in the commercial court of first instance. If there is more than one commercial court of first instance dealing with commercial cases, one or more of the commercial courts of first instance may be tasked with dealing exclusively with civil cases related to maritime trade and marine insurance arising from this law and other laws in places where the business situation makes it necessary, by the high council of judges and prosecutors (Commercial Code art. 5/2).
  The relationship between the commercial court of first instance and the civil court of first instance and other civil courts is a duty relationship, and in this case the procedural provisions regarding the duty are applied (Commercial Code art. 5/3).