Commercial Lawyer in Alanya and Commercial Law
Commercial law subjects commercial enterprises and the relationships between merchants to its own specific rules. The same act may be subject to a different legal regime when one of the parties is a merchant: the form of the notice, the applicable interest rate, the means of proof and the court with subject-matter jurisdiction may differ.
Whether a dispute is considered commercial directly affects the outcome. Commercial cases are heard by the Commercial Court of First Instance regardless of the value of the claim, and the rules on subject-matter jurisdiction are matters of public policy. In actions for monetary claims, compensation, annulment of objection, negative declaratory relief and restitution, applying to a mediator before filing the action is a condition of bringing the action; an action filed without fulfilling this requirement is dismissed on procedural grounds.
Time limits in commercial disputes are short, and some are peremptory. In a commercial sale, the time limit for notifying defects is calculated in days; the three-month period prescribed for seeking the annulment of a general assembly resolution is expressly characterised by statute as a peremptory period; and, in cases of unfair competition, a period running from the date of discovery operates alongside an absolute period running from the date of the act. It is therefore necessary to determine at an early stage whether the dispute is commercial in nature and which time limit is running.
Key Practice Areas
Key Disputes in Commercial Law
Most commercial disputes arise not from a single provision but from a body of rules deriving from the commercial character of the relationship. The same claim is subject to a different interest regime, a different form of notice, and a different evidentiary framework where the parties are merchants.
Commercial Contracts and Commercial Sales
The law requires every merchant to act as a prudent businessperson in all activities pertaining to their trade. The standard is construed as expecting a higher degree of care from a merchant than from an average person. Although the law does not attach a specific sanction to this standard, it is taken into account in practice when assessing the merchant's care and fault and when interpreting contractual provisions.
In sales of goods between merchants, the periods for notifying defects differ from the general provisions and are calculated in days. If the defect is apparent at the time of delivery, the buyer must notify the seller within two days. If the defect is not apparent, the buyer is obliged to examine the goods or have them examined within eight days of taking delivery; if the examination reveals a defect, notice must also be given within this period. In other words, the eight-day period runs from delivery, not from the discovery of the defect. A separate regime applies to defects that cannot be discovered by an ordinary examination: if the defect emerges later, notice must be given immediately. If the buyer fails to carry out the examination and notification obligations, the goods are deemed accepted. However, where the seller conceals the defect through gross negligence, defences based on late notice and expiry of the two-year limitation period will not be heard. In relationships where the buyer is a consumer, this two-day and eight-day notification regime does not apply; the consumer legislation's own time limits and rules of evidence prevail.
Between merchants, notices and warnings concerning placing the other party in default, terminating a contract or withdrawing from a contract are required to be made by one of the means specified by law: via a notary public, by registered letter, by telegram, or through the registered electronic mail system using a secure electronic signature. Since the law specifies these means without providing for any others, whether notifications made by ordinary email or text message comply with this provision is open to debate; accordingly, notifications should be made by one of the means specified by law. The provision applies to notifications concerning the three matters listed above and to relationships in which both parties are merchants; the general provisions apply to other notifications and where one of the parties is not a merchant.
Commercial Receivables and Current Account
In collecting commercial receivables, a creditor may pursue a formal notice, mediation, litigation or enforcement proceedings; the choice depends on the document underlying the receivable and the nature of the relationship. In this assessment, the invoice, commercial books and the current account statement are considered together.
If the recipient of an invoice does not object to its contents within eight days of receiving it, the contents are deemed to have been accepted. This consequence relates solely to the contents of the invoice; it does not mean that the invoice alone establishes the existence of a debt or contract. The law does not prescribe a specific form for the objection; however, it is important to use written methods that provide a verifiable date, so that the fact that the objection was made and the date on which it was made can be proven subsequently. The same eight-day period also applies to confirmation letters verifying the contents of contracts concluded orally or electronically.
A current account agreement is not valid unless made in writing. Since the debit and credit items entered in the account form an indivisible whole, neither party is deemed a creditor or debtor before the account is closed. At the end of the accounting period, the account for that period is closed and the balance is determined; if no accounting period has been agreed, the last day of each calendar year is deemed to be the closing date. A party who receives a statement showing the balance is deemed to have accepted the balance unless they object within one month of receipt through a notary, by registered letter or telegram, or in a document bearing a secure electronic signature. As can be seen, unlike an objection to an invoice, the law here prescribes a specific form. Claims concerning the liquidation of the current account, the accepted balance or a balance determined by a court judgment, interest claims, errors and mistakes in the account, items that should have been kept outside the account or have been wrongfully entered into it, and duplicate entries become time-barred five years after the termination of the current account agreement. There is also a special rule regarding interest: interest accrues on amounts entered in the credit column from the date of entry and on the balance from the date on which it is determined and entered in the account; compound interest may not be applied to the balance, and no agreement to the contrary may be made. However, the parties may agree by contract on the capitalisation of interest, provided that the intervals are not less than three months, as well as on the accounting periods and the amounts of interest and commission.
Every merchant is obliged to retain their commercial books, inventories, opening and interim balance sheets, financial statements, annual activity reports, commercial letters received, copies of commercial letters sent, and the documents underlying the book entries in a systematically classified manner. These documents must be retained for ten years, with the retention period commencing at the end of the calendar year in which the relevant entry was made, the statement was prepared or the correspondence took place. A commercial letter encompasses all correspondence relating to a commercial matter. Documents other than opening and interim balance sheets and financial statements may be stored on image or data storage media, provided that their content corresponds to the originals and that the records remain accessible at all times throughout the retention period. If books and documents are lost due to disaster or theft during the statutory retention period, a request may be made to the competent court in the place where the business is located for the issuance of a document, within thirty days of the date on which the loss became known.
Partnership and Company Disputes
Disputes among company shareholders commonly concern share transfers, profit distributions, the validity of general assembly resolutions, the rights to information and inspection, withdrawal from and expulsion from the company, and the company’s dissolution.
An action for annulment of general assembly resolutions contrary to the law, the articles of association or the principle of good faith may be brought within three months from the date of the resolution before the commercial court of first instance at the place where the company's registered office is located. This period is characterised as a preclusive time limit under the statute. The action may be brought by shareholders who were present at the meeting, voted against the resolution and had their dissent recorded in the minutes. In addition, shareholders who allege that irregularities such as the meeting not being duly convened, the agenda not being duly announced, unauthorised persons participating in the meeting and voting, or the right to attend and vote being unjustifiably prevented had an effect on the resolution may bring the action regardless of whether they were present at the meeting and whether they voted against the resolution. Members of the board of directors, as well as members of the board of directors whose personal liability may arise from the implementation of the resolution, may also act as plaintiffs.
Where a resolution eliminates or restricts a shareholder’s non-waivable rights, restricts the rights to information and inspection beyond the extent permitted by law, undermines the fundamental structure of the company, or contravenes the provisions on the protection of capital, nullity may arise; the grounds for nullity under the law are not exhaustive, and no statutory forfeiture period is prescribed for such actions. It should also be borne in mind that the court may, at the company’s request, require the claimants to furnish security, and that claimants who bring an action for annulment or nullity in bad faith may be held liable for the company’s losses.
Negotiable Instruments and Commercial Litigation
The elements that a bill of exchange, promissory note or cheque must contain are listed exhaustively in the statute, and a document lacking any of these elements is not treated as a bill of exchange, promissory note or cheque, except in the cases expressly envisaged by the statute. However, the statute completes certain omissions by way of presumptions: a document not stating its maturity is deemed payable on sight, and a document not stating its place of issue is deemed to have been issued at the place indicated next to the drawer's name. In the case of cheques printed by a foreign bank, the absence of a serial number or a QR code does not affect the validity of the document. In other words, not every defect will deprive the document of its character as a negotiable instrument.
If the instrument does not qualify as a negotiable instrument, the special enforcement procedure for negotiable instruments cannot be used; the enforcement court may set aside the proceedings ex officio on this ground. In such a case, the claim must be pursued under the general provisions; if the signature on the instrument has been acknowledged or the instrument contains a debt acknowledgment certified by a notary public, it may serve as a basis for general enforcement proceedings. The real loss, however, is not the type of enforcement procedure, but the restriction on defences specific to negotiable instruments law: in legal doctrine and practice, once the instrument loses its character as a negotiable instrument, defences arising from the underlying relationship may be raised.
The law provides a specific rule concerning blank instruments: if an instrument that was not fully completed when put into circulation is subsequently completed contrary to the agreement between the parties, the drawer cannot raise this objection against a bona fide holder. The same rule applies to promissory notes. It is therefore important that the signed instrument be completed in full.
Claims arising from negotiable instruments are subject to limitation periods that are different from and shorter than those under the general provisions; the applicable period varies depending on the type of instrument, the debtor against whom the claim is brought and the nature of the claim. A comparative table of these periods is provided in the frequently asked questions section.
Commercial actions are heard by the commercial court of first instance irrespective of the value of the claim, and the rules on subject-matter jurisdiction are matters of public policy. Whether an action is considered commercial in nature is determined by two criteria: actions arising from matters relating to the commercial enterprise of both parties, and actions arising from matters listed in the law and in the legislation to which the law refers, regardless of whether the parties are merchants. The law provides an exception to this second category: actions arising from rights relating to remittances, deposits and intellectual and artistic works that do not concern any commercial enterprise are not commercial actions. In judicial districts where there is no commercial court of first instance, the fact that no objection based on lack of subject-matter jurisdiction has been raised in a commercial action does not require the court to issue a decision declining jurisdiction; the civil court of first instance continues to hear the action. In commercial courts of first instance, certain actions and matters are heard by a panel composed of a presiding judge and two members. Disputes exceeding the monetary threshold specified by law fall within this scope; matters to be heard by the panel irrespective of the value of the claim include bankruptcy, the annulment and closure of bankruptcy proceedings, concordat and restructuring; actions arising from company and cooperative law for the annulment and nullity of general assembly decisions, liability actions brought against management and supervisory bodies, the removal of bodies and appointment of interim bodies, and actions for dissolution, termination and liquidation; objections relating to arbitration clauses, the selection and challenge of arbitrators, and actions for the recognition and enforcement of foreign arbitral awards. Disputes other than the actions and matters listed in the law are heard by one of the court’s judges. This monetary threshold is increased at the beginning of each calendar year by the revaluation rate.
Step-by-Step Process
How Does the Process Work in a Commercial Dispute?
Determining the Nature of the Relationship
The first step is to determine whether the dispute is of a commercial nature. This determination affects not only the court with subject-matter jurisdiction but also the applicable interest rate, the form of the notice, the time limits for notifying defects, and whether mediation is a condition precedent to bringing an action.
At this stage, the contract, invoices, commercial books and records, current account statements, trade registry records and, where available, correspondence are examined together. Whether the parties are merchants and whether the relationship qualifies as commercial for both parties are also assessed separately.
In commercial matters, the interest rate is freely agreed; if no rate is stipulated in the contract, statutory interest applies. Statutory interest is calculated at eighty percent of the rediscount rate applied by the Central Bank on the 31 December day of the previous year for short-term credit transactions; if the rate applied on the 30 June day differs by five percentage points or more from the rate applied on the 31 December day of the previous year, eighty percent of the rate determined on the 30 June day applies in the second half of the year. For default interest, if the rate applied by the Central Bank on the 31 December day of the previous year for short-term advances exceeds this amount, default interest may be claimed at that rate in commercial matters even without a contract; if default interest has not been stipulated and the contractual interest exceeds this amount, default interest may not be less than the contractual interest. Unless otherwise agreed, interest on a commercial debt begins to run from the expiry of the term, or from the date of notice if no specific term exists. Compound interest may be agreed only in current accounts and in loan agreements that constitute commercial matters for both parties, provided that the compounding period is not less than three months, and this condition does not apply where the contracting parties are not merchants; interest charged contrary to these limitations and to the provisions on consumer protection is deemed null and void. Since rates may change during the year, calculations must be made using the current rates.
Notice and Mediation
In commercial relations, a notice placing a party in default, terminating a contract or rescinding a contract must be given in one of the forms prescribed by law; since the legal effect of a notice that fails to comply with the required form is open to dispute, it is important to document the channel through which the notice was sent and its service.
In a certain category of commercial claims, recourse to mediation is a procedural prerequisite to bringing an action. This requirement applies to claims for payment of a sum of money, compensation, actions for annulment of objection, negative declaratory actions and restitution claims; an action filed without satisfying this requirement is dismissed on procedural grounds for lack of a procedural prerequisite. Commercial claims falling outside these five categories — such as actions to annul a general assembly resolution or actions for dissolution — as well as claims that do not involve a sum of money are outside this requirement. Where the parties have an arbitration agreement, the mediation provisions do not apply as a procedural prerequisite either. For interim legal protection such as a precautionary attachment or an interim injunction, the mediation process need not be awaited; after such orders are obtained, the time limits for bringing an action do not run during the mediation period. In commercial disputes, the mediator concludes the process within six weeks from the date of appointment, extendable in exceptional circumstances by up to two weeks.
If an agreement is reached, the settlement document acquires the force of a judgment through one of two routes. The first is obtaining an enforceability annotation from the court. The second, except in cases where the law requires such an annotation, is joint signing of the document; in commercial disputes, joint signing of the document by the attorneys-at-law and the mediator gives the document the force of a judgment without the need for an enforceability annotation. Since, upon reaching a settlement, no further action may be brought concerning the matters agreed, the scope of the document should be assessed before it is signed.
Legal Proceedings
Depending on the document on which the claim is based, either enforcement proceedings or litigation are pursued. If there is a negotiable instrument, the enforcement procedure specific to that instrument applies; if there is a court judgment or a document in the nature of a judgment, enforcement proceedings based on a judgment are initiated; in the absence of either, the general attachment procedure applies.
In claims for monetary debts, if the claim is not secured by a pledge and has become due, the creditor may request an interim attachment (ihtiyati haciz) over the debtor's assets; for this purpose, no further ground of danger needs to be shown. In the case of debts not yet due, interim attachment may be requested only in the circumstances specified by law — namely, where the debtor has no fixed place of residence, or in cases of concealment of assets, flight, or fraudulent transactions. A creditor who obtains an interim attachment order must request its enforcement within ten days of the date of the order, and must also commence enforcement proceedings or bring an action within seven days of the attachment being enforced. Where the subject matter is a disputed asset or right, an interim injunction (ihtiyati tedbir) may be sought in cases where, due to a change in the existing circumstances, it is feared that the realisation of the right will become difficult or impossible, or that a detriment will arise from delay; the applicant must establish on a prima facie basis that they are justified on the merits of the case, and if the injunction is granted before the action is filed, the main action must be commenced within two weeks of the date on which implementation of the injunction was requested.
In commercial disputes, commercial books, invoices and commercial correspondence are evidentiary instruments relied upon for proof, and the law makes their evidentiary value subject to certain conditions. For commercial books to be admissible as evidence, they must have been kept completely and in accordance with the law, duly certified at their opening and closing, and their entries must corroborate one another. Even if these conditions are satisfied, for the books to constitute evidence in favour of their owner and the owner's legal successors, it is further required that: the entries in the opposing party's books, kept under the same conditions, are not contrary to them; the opposing party does not produce its commercial books; or the contrary of the book entries has not been proved by a deed or other conclusive evidence. However, if the opposing party's books, kept under the same conditions, contain no entry at all on the relevant matter, the books cannot be used in favour of their owner; nor can entries favourable and unfavourable to the owner be separated from one another. Books lacking opening or closing certification, or whose entries do not corroborate one another, constitute evidence against their owner.
Judgment, Legal Remedies and Enforcement
As a rule, the time limit for appealing decisions of the court of first instance is two weeks, and starts to run upon formal service of the decision; special statutory provisions concerning the time limit for appeal remain unaffected. The time limit for appealing decisions of the regional court of appeal by way of cassation is also two weeks from service. Separate monetary thresholds apply to appeals and cassation appeals: the amounts set out in the law are increased by the revaluation rate at the beginning of each calendar year and applied accordingly, and, in applying these thresholds, the amount as at the date on which the action was filed is taken into account. Decisions in actions for non-pecuniary damages may be appealed regardless of the amount or value. Where the regional court of appeal accepts the appeal in whole or in part and renders a new decision on the merits, the appealability of that decision is subject to a separate rule introduced by the amendment made in 2026; in such cases, the accepted or rejected part of the decision must exceed the threshold for finality of an appeal, subject to the exceptions provided by law.
At the judgment enforcement stage, collection, seizure and sale procedures are carried out in accordance with the rules of enforcement law. If the counterparty is a company, the company’s financial position, whether it is undergoing liquidation and whether it is over-indebted directly affect the prospects of recovery.
Liability Depends on the Company Type
Company Types and Liability
Joint-Stock Company
A joint stock company is liable for its debts only to the extent of its assets; shareholders, in turn, are liable only to the extent of the capital contributions they have undertaken, and towards the company. The latter phrase is decisive: a shareholder's liability runs to the company, and the company's creditors cannot proceed directly against the shareholder.
Subject to statutory exceptions, the articles of association may not impose on a shareholder any obligation other than to pay the share price or the share premium in excess of its nominal value. However, where transfers of shares are subject to the company’s approval, the articles of association may provide for ancillary obligations that recur at specified times and do not involve monetary performance.
This rule of limited liability applies to private-law debts. Public receivables and the liability of board members are subject to separate regimes and are addressed below. Among the non-delegable and non-waivable duties of the board of directors is the duty to notify the court in the event of over-indebtedness.
Limited Liability Company
A limited liability company is likewise liable for its debts and obligations only with its assets. The shareholders are not liable for the company's debts; they are obliged only to pay the capital contributions they have undertaken and to fulfil any additional payment obligations and ancillary performance obligations stipulated in the articles of association. The law lists these two obligations in the same sentence; an additional payment obligation is not an exception but forms part of the scope of the shareholder's obligations.
An additional payment obligation may be stipulated in the articles of association as a specific amount based on the nominal value of the share, and this amount may not exceed twice the nominal value of the share. The obligation may be demanded only if the share capital together with the statutory reserves is insufficient to cover the losses, the company cannot properly continue its business without these means, or a situation defined in the articles of association that gives rise to a need for equity occurs; it becomes due upon the opening of bankruptcy proceedings. If the company becomes bankrupt within two years from the registration of the shareholder's withdrawal, the former shareholder may also be required to fulfil the additional payment obligation. General assembly resolutions that introduce or increase existing additional payment or ancillary performance obligations may only be adopted with the consent of all shareholders concerned.
In respect of public receivables, the position of a limited liability company shareholder is regulated differently from that of a joint stock company shareholder; this distinction is addressed separately below.
Natural Person Merchant
A natural person who operates a commercial enterprise in their own name is a merchant and is subject to bankruptcy in respect of all their debts. As the enterprise has no separate legal personality, the merchant is personally liable for the enterprise's debts and liable to satisfy them out of their personal assets.
The status of merchant is not limited to actually operating the business: a person who declares that they have established and opened the business, or who registers it in the commercial register, is considered a merchant even if they have not actually commenced operations. A person who operates a commercial enterprise in violation of a prohibition arising from law or a court judgment, or without obtaining the necessary permit, is also considered a merchant. Foundations and associations that operate a commercial enterprise for the purpose of achieving their aims are also considered merchants. However, associations working for the public benefit and foundations that spend more than half of their income on activities of a public service nature are not considered merchants even if they operate a commercial enterprise.
A merchant who has ceased trading may still be subject to bankruptcy proceedings; enforcement by way of bankruptcy may be pursued within one year from the date of the announcement.
General and Limited Partnerships
In a general partnership, the partners are jointly and severally liable with all their assets for the debts and obligations of the partnership; a person newly joining the partnership is liable in the same manner as the other partners for such debts, even if they arose before the date of joining, and any contractual terms contrary to these rules shall not be valid against third parties.
However, liability follows a tiered structure: the company is primarily liable for its debts and commitments; an action may be brought or enforcement proceedings may be initiated against a shareholder only if enforcement proceedings against the company have proved unsuccessful or the company has ceased to exist for any reason. Likewise, a court judgment obtained solely against the company cannot be enforced against the shareholders unless these conditions are met.
In a limited partnership, the liability of one or more partners is unlimited (general partners), while the liability of the others is limited to a specified amount of capital (limited partners); general partners must be natural persons, and legal persons may only serve as limited partners. A limited partner is liable up to the unpaid portion of the capital contribution he or she has undertaken, and the company's creditors may not pursue the limited partner unless the company has been dissolved or enforcement against the company has proved fruitless. There are statutory exceptions to this limitation: a limited partner whose name appears in the company's trade name, and a limited partner who, without clearly indicating that he or she is acting as a commercial representative or commercial agent, carries out transactions on behalf of the company, shall be liable to third parties in the same manner as a general partner.
In the event of the bankruptcy of a collective company, the personal creditors of its partners may not have recourse to the company’s assets until the company’s creditors have been paid. If one of the partners becomes bankrupt without the company itself becoming bankrupt, the company’s creditors are admitted to the partner’s bankruptcy estate for the full amount of their claims.
In relation to the partnership
Partnership Relations, Management and Structural Changes
Being a partner in a company does not merely entail an obligation to contribute capital; it also involves rights, some of which are subject to statutory time limits, as well as obligations that must be fulfilled. Failure to exercise these rights within the prescribed periods significantly limits the claims that may subsequently be asserted.
With regard to the right to information and inspection, the law regulates the shareholder and the member of the board of directors separately. In respect of the shareholder’s right, the financial statements, the board of directors’ annual activity report, audit reports and the dividend distribution proposal must be made available for shareholders’ inspection at the company’s head office and branches at least fifteen days before the general assembly meeting. At the general assembly meeting, the shareholder may request information from the board of directors about the company’s affairs and from the auditors about the manner in which the audit was conducted and its results. The provision of information may be refused only on the grounds that company secrets would be disclosed or that other company interests requiring protection could be jeopardised. This right may neither be removed nor restricted by the articles of association or by a resolution of any company organ. A shareholder whose request is left unanswered or unjustifiably refused may apply to the commercial court of first instance within ten days following the refusal. In a limited liability company, the member’s right to information and inspection is regulated in a separate provision.
The right of a board member to request information and conduct inspections is set out in a separate provision: each member may request information about and ask questions concerning all of the company’s business and transactions, may conduct inspections, and these rights may not be restricted or removed. The sentences added to the final paragraph of the same article in 2024 revised the procedure for convening the board of directors: upon the written request of a majority of the members, the chairperson must convene the board for a meeting to be held no later than thirty days after receiving the request; if no meeting is convened within this period, or if the chairperson or vice-chairperson cannot be reached, the requesting members may convene the meeting directly.
The division of duties within the board of directors is regulated in a separate article; the board elects a chairperson from among its members and, to act in the chairperson's absence, at least one deputy chairperson. Following the amendment made to this provision in 2024, the phrase "each year" was removed, thereby ending the requirement that the chairperson and deputy chairperson be re-elected annually. The quorum requirements for board meetings and resolutions are set out in another article: unless the articles of association provide for stricter requirements, the board of directors convenes with a quorum of the majority of the total number of members and adopts resolutions by a majority of the members present at the meeting.
The transfer of shares is subject to different conditions depending on the type of company. In a joint stock company, unless otherwise provided by law or the articles of association, registered shares may be transferred without restriction; the articles of association may make the transfer subject to the company’s approval, and registered shares for which the consideration has not been fully paid may, as a matter of law, be transferred only with the company’s approval. Unless approval is granted, ownership of the shares and all rights attached to them remain with the transferor; if the company has not refused the request for approval within three months of receiving it, or if the refusal is unjustified, approval is deemed to have been granted. In a limited liability company, the transfer of a capital share and transactions giving rise to an obligation to transfer must be made in writing and the signatures of the parties must be notarised; unless otherwise provided in the articles of association, the approval of the general assembly of shareholders is required for the transfer, and the transfer becomes valid upon such approval. Unless the articles of association provide otherwise, the general assembly may refuse approval without stating reasons; if it does not refuse the application within three months, approval is deemed to have been granted. If the transfer is prohibited or approval is refused, the shareholder’s right to withdraw from the company for just cause is reserved. The managers shall apply to the trade registry for the registration of transfers of shares; if the application is not made within thirty days, the departing shareholder may apply to the registry for the deletion of their name.
In a limited liability company, the articles of association may grant members a right to withdraw; in addition, any member may bring an action seeking a court order permitting withdrawal where just cause exists. When one member requests withdrawal, the other members may join the withdrawal within one month of receiving notice. As regards expulsion, the articles of association may specify grounds on which a member may be expelled by a resolution of the general assembly, and the member may bring an action for annulment within three months of being notified of the expulsion resolution through a notary public. It is also possible for a member to be expelled by court judgment on the basis of just cause at the company's request. By its judgment dated 25/12/2025, the Constitutional Court annulled, in respect of two-member limited liability companies, the provisions that treated applying to the court for the expulsion of a member on the basis of just cause as a non-delegable power of the general assembly and made such a decision subject to a qualified quorum; therefore, the current text of the statute should be checked separately as regards the procedure to be followed in two-member companies; the statute does not prescribe a separate time limit for actions for withdrawal or expulsion based on just cause. A withdrawing member is entitled to claim a withdrawal payment corresponding to the actual value of the capital share; this payment becomes due where the company may dispose of available equity, the shares are transferable, or the share capital has been reduced, and the unpaid portion constitutes a claim against the company ranking after all creditors.
The law grants minority rights to shareholders representing a certain proportion of the share capital. The right to request that the general assembly be convened and that items be included on the agenda belongs to shareholders holding at least one-tenth of the share capital, or one-twentieth in publicly held companies; the request must be made through a notary public, and if the board of directors accepts the request, the general assembly is convened to meet within forty-five days. If the request is rejected or no positive response is given within seven business days, the same shareholders may apply to the commercial court of first instance, whose decision is final. The right to request that the discussion of the financial statements be postponed for one month is also granted at the same thresholds. There are two stages in relation to a special audit: any shareholder who has previously exercised the right to obtain information or conduct an examination may request from the general assembly, even if the matter is not on the agenda, that specific events be clarified through a special audit; if the general assembly rejects the request, shareholders meeting the above thresholds or shareholders whose shares have an aggregate nominal value of at least one million Turkish lira may apply to the court within three months for the appointment of a special auditor. In relation to the right to convene the general assembly and place items on the agenda, this threshold may be lowered by the articles of association in favour of shareholders holding fewer shares. Furthermore, where just causes exist, shareholders meeting the same thresholds may bring an action for the dissolution of the company; instead of ordering dissolution, the court may order the exclusion of the plaintiff shareholders from the company against payment of the actual value of their shares, or adopt another solution appropriate to the circumstances.
Members of the board of directors and third parties charged with management are under an obligation to perform their duties with the care of a prudent manager and to safeguard the company's interests in accordance with the rules of good faith. If founders, board members, managers and liquidators breach their obligations arising from the law or the articles of association through their fault, they are liable for the damage caused to the company, its shareholders and the company's creditors. However, shareholders may only request that compensation be paid to the company, and the company's creditors may assert this claim only in the event of the company's bankruptcy. The burden of proving fault lies with the plaintiff. In the original text of the law, the liable persons were stated to be held liable "unless they proved that they were not at fault"; this phrase was removed from the text by the amendment made in 2012 and, with the same amendment, the condition of breach of obligation through fault was added. No one may be held liable for violations of the law or the articles of association or for misconduct that occur outside their control, and this non-liability may not be invalidated by invoking the duty of supervision and care. Bodies that delegate a duty or authority on a legal basis shall not be liable for the acts and decisions of the delegate, except where it is proved that they did not exercise reasonable care in selecting the delegate. The claim for compensation is subject to a limitation period of two years from the date on which the claimant learned of the damage and the identity of the person liable, and in any event five years from the date on which the act causing the damage occurred; if the act constitutes an offence and is subject to a longer criminal limitation period under the Turkish Penal Code, that longer period shall also apply to the compensation claim. In a limited liability company, managers and persons charged with management are obliged to perform their duties with all due care; it is a non-delegable duty of the managers to notify the court if the company is over-indebted, and the provisions regarding joint stock companies apply in respect of liability.
The position of shareholders and directors in respect of public receivables is regulated differently from private-law debts. Shareholders of a limited liability company are directly liable, in proportion to their capital interests, for public receivables that cannot be collected, in whole or in part, from the company or that are understood to be uncollectible, and are subject to enforcement proceedings under this Law; if a shareholder transfers their capital interest, the transferor and transferee are jointly and severally liable for public receivables relating to the period before the transfer. No provision of this nature applies to shareholders of a joint-stock company; this is the difference between the two regimes. The liability of legal representatives, however, does not vary according to the type of company: public receivables that cannot be collected, in whole or in part, from the assets of legal persons or that are understood to be uncollectible are collected from the personal assets of the legal representatives. The fact that a legal person has entered into or completed liquidation does not remove the legal representative's liability for periods preceding the date on which liquidation commenced; a representative who makes payment may seek recourse against the principal public debtor. The provisions of the Tax Procedure Law also apply to tax debts.
The deterioration of a company’s financial position is regulated in stages. If, according to the latest annual balance sheet, it is established that half of the sum of the share capital and statutory reserves has been eroded by losses, the board of directors must immediately convene the general meeting and present such remedial measures as it considers appropriate. If this sum reaches two thirds, the company is dissolved by operation of law unless the general meeting, convened without delay, resolves to reduce the share capital to one third or to restore the capital. At this stage, the framework for implementation is further detailed in the relevant Communiqué, and the Communiqué adds a third option alongside the two set out in the statutory text: the general meeting may resolve on a reduction of capital, restoration of the capital, or an increase in capital; in the case of a reduction, the capital may be reduced to the minimum capital amount, provided that at least half of the sum of the share capital and statutory reserves is preserved as part of the equity. If none of these measures is adopted, the company is dissolved by operation of law and liquidation is carried out in accordance with the general provisions.
Over-indebtedness (borca batıklık), by contrast, is the situation where a company's assets are insufficient to cover its debts. If there are signs giving rise to suspicion, the board of directors must prepare an interim balance sheet (ara bilanço) showing the assets both on a going-concern basis and at their probable sale prices; if it transpires that the assets are insufficient to cover the claims against the company, the board is obliged to notify the commercial court of first instance and petition for the company's bankruptcy. However, before a bankruptcy order is made, no such order is issued if creditors whose claims are sufficient to cover the deficit and eliminate the over-indebtedness have agreed in writing to subordinate the ranking of their claims to that of all other creditors, provided that the appropriateness, genuineness and validity of that declaration are confirmed by court-appointed experts. The board of directors or any creditor may, together with such a petition for bankruptcy or during the bankruptcy proceedings, also apply for composition with creditors (konkordato). The relevant Communiqué designates joint stock companies, limited liability companies and partnerships limited by shares as the companies to which these provisions apply.
This calculation is subject to an exception that is decisive in practice: pursuant to the provisional provision of the relevant Communiqué, until 1 January 2027, in calculations concerning capital loss or over-indebtedness, all exchange-rate losses arising from foreign-currency-denominated liabilities that have not yet been fulfilled, as well as half of the aggregate of lease-related expenses, depreciation and personnel expenses accrued in 2020 and 2021, may be disregarded. The exception is optional, not mandatory; these amounts are not recorded in the financial statements but are disclosed in the notes for information purposes. For businesses borrowing in foreign currency, this provision may directly affect whether they are considered over-indebted.
There is also a separate and time-limited obligation relating to the amount of share capital. Under the provisional provision introduced in 2024, joint-stock companies and limited liability companies whose share capital is below the statutory minimum amount are required to increase their share capital to the applicable minimum amounts by 31 December 2026; failing which, they will be deemed to have been dissolved. No quorum is required for the general assembly meetings held for this purpose, resolutions are adopted by a majority of the votes present at the meeting, and no preferential rights may be exercised against such resolutions. The relevant Ministry is authorised to extend the period no more than twice, by one year each time.
The merger, division and conversion of legal form of commercial companies are regulated under a separate heading. In a conversion of legal form, the company converted into a new type is a continuation of the former company, and the shareholders’ shares and rights are preserved; the types into which a company may be converted are exhaustively listed in the law. In a merger, the shareholders of the transferring company have the right to claim shares in the acquiring company of a value corresponding to their existing shares and rights; a cash adjustment may be provided, provided that it does not exceed one-tenth of the actual value of the shares allocated. Where the acquiring company holds all shares carrying voting rights in the transferring company, or holds at least ninety per cent of such shares and the conditions required by law are met, the merger may be effected under the simplified procedure; in such a case, preparation of a merger report and submission of the merger agreement for approval by the general meeting may not be required.
For the protection of creditors, the law prescribes specific time limits. In a merger, if creditors make a request within three months of the merger becoming legally effective, the acquiring company must secure their claims; the companies shall notify their creditors of their rights by announcements published in the Turkish Trade Registry Gazette three times at intervals of seven days and also by announcements on their websites. The liability of partners who were liable for the debts of the transferor company before the merger continues after the merger, and such claims become time-barred three years after the date of publication of the merger decision. In a division, creditors are summoned by the same announcement procedure, and the claims of those who make a request within three months of the publication of the announcements are secured; if the company to which the debt is allocated fails to perform, the other companies participating in the division are secondarily and jointly and severally liable. An action for the determination of an equalization payment on the grounds that partnership shares have not been duly protected or that the equalization payment has not been appropriately determined may be brought within two months of the publication of the decision in the Turkish Trade Registry Gazette; this action does not affect the validity of the decision, and the costs of the action are borne by the acquiring company. Partners who did not vote in favour of the decision and had this recorded in the minutes may bring an action for annulment within the same two-month period; if there is any defect in the proceedings, the court shall grant the parties a period to remedy it. All persons who have participated in the proceedings in any way are liable to the companies, partners and creditors for the damage they caused by their fault. The cases of a commercial enterprise merging with a commercial company or being converted into a commercial company, and the conversion of a commercial company into a commercial enterprise, are also regulated separately. The relevant Communiqué also provides that a company that has suffered capital loss or is over-indebted may merge with a company that has freely disposable equity sufficient to cover the lost capital.
Limits of Competition
Unfair Competition and Trade Name
The statute defines the purpose of its provisions on unfair competition as "ensuring honest and undistorted competition in the interest of all parties concerned". It also lays down a general prohibition: deceptive conduct or commercial practices, or conduct or commercial practices contrary to the principle of good faith, that affect relations between competitors or between suppliers and customers are unfair and unlawful. This provision shows that the protected interest is not limited solely to the competitor’s interest.
The law sets out the cases of unfair competition in six categories by way of a non-exhaustive enumeration; in the wording of the provision, these are "the principal cases of unfair competition". The categories are as follows: advertising and sales methods contrary to the principle of good faith, and other unlawful conduct—including twelve specific instances such as disparagement, untrue or misleading statements about oneself, measures likely to cause confusion, and unlawful comparative advertising; inducing another person to breach or terminate a contract; making unauthorised use of another person’s work products; unlawfully disclosing production and business secrets; failing to comply with business terms; and using transaction terms contrary to the principle of good faith. Since the enumeration is non-exhaustive, conduct not listed may also constitute unfair competition under the general rule.
The second subparagraph covers three forms: inducing customers to act contrary to their existing contracts; inducing third parties’ workers or agents to breach their obligations by offering them benefits to which they are not entitled; and inducing workers to disclose their employers’ production and business secrets.
A person whose economic interests have been harmed or are at risk of being harmed as a result of unfair competition may seek a determination of whether the act constitutes unfair competition, an injunction against the unfair competition, and the elimination of the material situation resulting from the unfair competition — including, where unavoidable in order to correct false or misleading statements and prevent the infringement, the destruction of the instruments and goods — as well as, where there is fault, compensation for material damage and, where the conditions prescribed by law are met, compensation for non-pecuniary damage. Actions for a determination, an injunction and the elimination of the material situation may be brought irrespective of fault; compensation for material damage is contingent on fault, while compensation for non-pecuniary damage additionally requires an impairment of personality rights. By way of compensation for material damage, the court may also award the equivalent of the benefit that the defendant could be expected to have obtained as a result of the unfair competition.
As regards the right to bring an action, the statute provides for three categories of claimants. Customers whose economic interests have been harmed may also bring the same actions, but may not seek the destruction of vehicles and goods. Chambers of commerce and industry, chambers of craftsmen and tradesmen, stock exchanges and, where authorised under their articles of association to protect the economic interests of their members, other professional and economic associations, as well as non-governmental organisations whose articles of association authorise them to protect consumers’ economic interests and public-law institutions, may bring actions for a declaration, prohibition and elimination of the unlawful situation; however, they may not claim damages. If an act of unfair competition is committed by employees or workers in the course of their duties, these three actions may also be brought against the employers; the general provisions apply in respect of damages.
As regards the limitation period for bringing an action, the statute prescribes two periods that apply cumulatively: one year from the date on which the party entitled to bring the action learns that the rights have arisen and, in any event, three years from the date on which they arose. The statute characterises these periods as limitation periods (zamanaşımı); accordingly, the court will not take them into account of its own motion unless the defendant raises them as a defence (def'i). By contrast, the statute provides for an important extension: if the act of unfair competition also constitutes an offence carrying a penalty and subject, under the Turkish Criminal Code, to a longer criminal limitation period, that longer period also applies to the civil action. It should also be borne in mind that, unless the statute provides otherwise, limitation periods prescribed in statutes containing commercial provisions may not be varied by agreement.
Unfair competition does not give rise only to civil liability. A person who intentionally commits one of the acts of unfair competition listed in the statute shall, unless the act constitutes another offence carrying a more severe penalty, be punished, upon complaint (şikâyet) by one of the persons entitled to bring a civil action, by imprisonment for up to two years or a judicial fine. If the act is committed in the course of the affairs of a legal entity, the criminal penalty applies to the members of the body or the shareholders who acted, or were required to act, on behalf of the legal entity.
As regards a trade name, the statute provides separate protection: the right to use a duly registered and published trade name belongs exclusively to its proprietor. If the name is used by another person in a manner contrary to commercial good faith, the proprietor may seek a determination of the situation, an order prohibiting the use, and, if the unlawfully used name has been registered, its amendment in accordance with the law or its removal from the register; the elimination of the material situation resulting from the infringement; where necessary, the destruction of the means and goods concerned; and, if there is damage, material and non-material compensation according to the gravity of the fault. By way of material compensation, the court may also award the equivalent of the benefit that could reasonably have been obtained as a result of the infringement. The statute makes fault relevant only to compensation; legal doctrine accepts that the claims other than compensation may be asserted without fault. At the request of the successful party, the court may also order publication of the judgment in a newspaper. Business names, provided that they are registered, benefit from the same protective provisions.
This protection attaching to a trade name is separate from the protection available under trade mark legislation, and both forms of protection may arise concurrently in the same case. Industrial property legislation provides that a trade mark application containing another party's trade name will be refused upon objection by the right holder; conversely, the use of a sign as a trade name or business name is also among the uses that the proprietor of a registered trade mark may prohibit. The same act may additionally engage the provisions on unfair competition.
In areas with intensive tourism and real estate activity, such as Alanya, disputes concerning business names, promotional materials and online listing content are among the common types of dispute arising under this heading. In such disputes, both the provisions on unfair competition and those on trade names and trademarks must be considered together. In addition, in cases of unfair competition, the law specifically provides for remedies including restoration of the status quo, elimination of the material consequences, prevention of unfair competition, and correction of false or misleading statements.
Foreign element
Commercial Relations Involving Foreign Elements
Where the parties are located in different countries, foreign capital is involved, or the debt is incurred in a foreign currency, commercial disputes entail additional procedural steps. This issue is decisive both at the contractual stage before a dispute arises and after a dispute has arisen.
Foreign-Capital Companies and Foreign Shareholders
As a rule, foreign natural or legal persons may become shareholders in a company incorporated in Turkey. Under the Foreign Direct Investment Law, foreign investors are subject to equal treatment with domestic investors, and a company incorporated in Turkey is governed by Turkish law irrespective of the nationality of its shareholders. The Law replaced the authorisation and approval system for foreign direct investment with a notification system; accordingly, the general provisions apply to incorporation and operations, and authorisation is an exception under specific laws rather than the general rule.
Conversely, restrictions and authorisation regimes may apply in sectors for which international agreements or special laws provide otherwise. In addition, pursuant to the relevant Implementing Regulation, there are periodic notification obligations via the electronic system: the list of investors and shareholders must be submitted within one month following the authorisation, an activity information form must be submitted no later than the end of May each year, and an updated shareholder list must be submitted within one month in the event of an increase or decrease in share capital or a transfer of shares.
In areas such as Alanya, where foreign capital and businesses with foreign partners are concentrated, monitoring these notification obligations directly affects the company's exposure to administrative sanctions.
Branches in Turkey of commercial undertakings whose head offices are located outside Turkey are registered in the same manner as domestic commercial undertakings, subject to the provisions of the laws of their own country concerning the commercial name, and a fully authorised commercial representative domiciled in Turkey is appointed for such branches.
Acquisition of Real Estate: Three Separate Regimes
Three situations are distinguished with respect to real estate acquisition, and confusing them is an error that has practical consequences.
Companies established in Turkey in which the foreign shareholding is fifty per cent or more, or in which the authority to appoint or remove the majority of persons holding management rights belongs to foreigners, may acquire ownership of real estate or limited rights in rem for the purpose of carrying out the business activities specified in their articles of association. Companies with foreign capital below this threshold acquire such rights under the provisions applicable to companies with domestic capital. Commercial companies incorporated in foreign countries under the laws of their own state may acquire real estate and limited rights in rem only within the framework of special statutory provisions; foreign legal entities not having this character cannot acquire real estate and no limited right in rem may be established in their favour. A branch in Turkey of a foreign company does not constitute a separate legal entity; accordingly, acquisitions made through the branch are deemed to be subject to the regime applicable to the company itself.
The law contains an express provision regarding mortgages: the restrictions under this article do not apply to the creation of a mortgage over immovable property in favour of foreign natural persons and commercial companies incorporated in foreign countries. However, the position is different regarding the acquisition of ownership through enforcement of the mortgage—this exemption is set out only in the provision concerning companies with foreign capital incorporated in Turkey.
For companies established in Türkiye in which foreign shareholding is fifty per cent or more, the law imposes an additional permit requirement: the acquisition of immovable property in military prohibited zones, military security zones and zones designated for strategic reasons is subject to the permission of the Chief of the General Staff or the commands authorised by the Chief of the General Staff, while acquisitions in special security zones are subject to the permission of the governorship. For foreign natural persons and commercial companies established in foreign countries, however, the prohibition and permit regime set out in the Law on Military Prohibited Zones and Security Zones applies; that Law prohibits foreigners from acquiring immovable property in second-degree land military prohibited zones and, in certain areas, permits the President to impose a prohibition or a permit requirement by presidential decision.
Jurisdiction, Arbitration and Enforcement of Foreign Judgments
The possibility of concluding a jurisdiction agreement is recognised only for merchants and public legal persons in respect of disputes between them; its validity requires written form, that the legal relationship giving rise to the dispute be certain or determinable, and that the court designated as competent be indicated. No jurisdiction agreement may be concluded with regard to matters over which the parties cannot freely dispose, or in cases of exclusive jurisdiction. An agreement that the dispute be heard before the courts of a foreign state, however, is subject to a separate regime and is possible in disputes not falling within exclusive jurisdiction, involving a foreign element and arising from an obligation relationship; the agreement is valid provided it is proved by written evidence.
An arbitration agreement must be made in writing; for this requirement, the law deems sufficient a signed document, correspondence exchanged between the parties, or a text recorded electronically. Disputes arising from rights in rem over immovable property or from matters not subject to the parties' will are not arbitrable. If, despite the existence of a valid arbitration clause, an action is brought before a court, the opposing party must raise the arbitration objection as a preliminary objection in its statement of defence; if the objection is upheld, the court dismisses the action on procedural grounds.
Enforcement proceedings cannot be initiated directly in Turkey on the basis of a foreign court judgment; an enforcement order (exequatur) must first be obtained from the competent Turkish court. Recognition ensures that the judgment is accepted as conclusive evidence or res judicata; enforceability, however, depends on the grant of an enforcement order. The reciprocity requirement sought for enforcement is not sought for recognition; this requirement may be satisfied by an agreement based on reciprocity, a statutory provision of the state concerned enabling the enforcement of Turkish court judgments, or actual practice. For foreign arbitral awards, by contrast, it is sufficient for enforcement that the award has become final and enforceable or binding on the parties; the competent court is, primarily, the civil court of first instance at the place agreed in writing by the parties or, in the absence of such an agreement, the court at the place where the party against whom the award was made is resident in Turkey, or, failing that, the court at the place where that party resides, or, if neither is available, the court at the place where the assets subject to enforcement are located. The provisions of international conventions to which Turkey is a party are reserved.
Foreign Currency and Foreign Exchange Regulations
Where the price under a commercial contract is stipulated in a foreign currency, the currency in which payment is to be made depends on whether the contract contains a clause requiring payment in that currency (aynen ödeme kaydı). In the absence of such a clause, the debtor may discharge the debt in Turkish lira at the exchange rate prevailing on the date of payment; if there is no such clause and the debt is not paid on the due date, the creditor may demand payment either in the stipulated foreign currency or in Turkish lira at the exchange rate prevailing on the due date or on the date of actual payment. If the contract contains a clause requiring payment in the foreign currency, both of these options are excluded. This regime also applies to commercial contracts. Default interest on a foreign-currency debt is calculated at the highest interest rate paid by state banks on one-year foreign-currency deposit accounts, unless the contract provides for a higher contractual or late-payment interest rate.
In addition, there is a general prohibition on agreeing a price in foreign currency. Except in cases determined by the Ministry, persons resident in Turkey may not agree among themselves on the contract price or other payment obligations arising from those contracts in or indexed to foreign currency in contracts for the purchase and sale of movable and immovable property, all kinds of movable and immovable property leases, leasing agreements, and employment, service and works contracts. The exceptions to this general prohibition are regulated in the relevant Communiqué. Under the Communiqué, as a rule, the contract price may not be agreed in or indexed to foreign currency in sales and lease contracts relating to immovable property in Turkey, employment contracts, vehicle sale and lease contracts, or service contracts. By contrast, the exceptions include sales and lease contracts for movables other than vehicles, works contracts involving costs denominated in foreign currency, certain contracts in which the buyer, lessee or other party is a person resident in Turkey who does not have a citizenship link with the Republic of Turkey, service contracts within the scope of exports and foreign-currency-earning services and activities, certain contracts relating to accommodation facilities certified by the Ministry of Culture and Tourism, and employment and service contracts in which the employer or service recipient is a branch or representative office of a person resident abroad, a company in which persons resident abroad hold fifty per cent or more of the shares, or a company operating in a free zone.
The scope of this final exception is particularly important: foreign-capital status provides an exemption only for employment and service contracts; it does not provide an exemption for real estate sales, real estate leases or vehicle contracts. In places like Alanya, where the volume of transactions in foreign currency is high, overlooking this distinction may result in the contractual provision being invalid and in administrative sanctions. As the regulation is set out in secondary legislation, it is subject to frequent change; the current text must therefore be checked separately before each contract is concluded.
Assessment criteria
Assessment Criteria in Commercial Disputes
The course of action to be followed in a commercial dispute is determined by whether the parties are merchants, the commercial nature of the relationship, the contractual provisions, the document underlying the claim and the stage reached in the dispute. This assessment takes into account the contract, invoices, commercial books and records, current-account statements, trade registry records and any limitation periods that have begun to run.
In disputes arising from corporate shareholding, the shareholding structure, the articles of association, general assembly and board of directors’ resolutions, and the dates of those resolutions are assessed; in claims disputes, the form of the notice, whether mediation is a condition precedent to bringing an action, and the choice between enforcement proceedings and bringing an action are determined according to the specific legal relationship.
In relationships involving a foreign partner or a foreign-currency obligation, jurisdiction and arbitration clauses, the applicable law, the enforcement of foreign judgments and restrictions on agreeing a price in foreign currency are also assessed. Where the company's financial position has deteriorated, the calculation of capital loss and over-indebtedness, the related notification obligations, time-limited obligations concerning the amount of capital and options for structural changes are also of particular importance.
In specific disputes, the legal assessment varies depending on the characteristics of the contract and the circumstances of the case.
The firm's practice areas include disputes arising from commercial law. To request a meeting, you can contact us via the contact page.
FAQs
Frequently Asked Questions
Is mediation mandatory in commercial disputes?
Mediation is mandatory in certain commercial disputes. As a condition for bringing an action, mediation applies to claims for the payment of money, claims for compensation, actions for annulment of objection, actions for negative declaratory relief and actions for restitution; an action brought without fulfilling this condition is dismissed on procedural grounds for lack of a condition for bringing an action. Commercial actions falling outside these five categories — such as actions for the annulment of general assembly resolutions, dissolution and expulsion of partners — as well as claims that do not concern the payment of money, are outside the scope. These provisions also do not apply where the parties have an arbitration agreement. The mediation process need not be awaited for applications for interim attachment or interim injunctions. In commercial disputes, the mediator concludes the process within six weeks, extendable by up to two weeks in exceptional circumstances. If an agreement is reached, either obtaining an enforceability endorsement on the document or, in commercial disputes, the document’s joint signing by the attorneys at law and the mediator gives the document the force of a court judgment; no separate action may be brought in respect of the matters agreed.
The goods I received turned out to be defective; how long do I have to notify the seller?
In commercial sales between merchants, the time limits are calculated in days and are shorter than those under the general rules. If the defect is apparent at the time of delivery, the seller must be notified within two days. If it is not apparent, the buyer is obliged to examine or have the goods examined within eight days after taking delivery, and if the defect is discovered as a result of that examination, notice must also be given within that period; that is, the eight days run from delivery, not from the discovery of the defect. For latent defects that could not be discovered through a customary examination, once the existence of the defect is subsequently discovered, notice must be given immediately. If these obligations are not fulfilled, the goods are deemed to have been accepted. However, if the seller concealed the defect through gross negligence, defences based on the failure to give timely notice or the expiry of the limitation period will not be entertained. Where the buyer is a consumer, this regime does not apply; the time limits and evidentiary rules under consumer legislation apply.
If I do not object to the invoice, will I be deemed to have accepted the debt?
If the recipient of an invoice does not object to its content within eight days from the date of receipt, the content is deemed to have been accepted. This consequence relates to the content of the invoice; it does not mean that the invoice alone establishes the existence of the debt or the contract, because the invoice is based on the underlying legal relationship. The law does not prescribe a specific form for the objection; however, it is important that the fact and date of the objection can be proven later. Confirmation letters verifying the content of contracts concluded orally or electronically are also subject to the same eight-day period. In contrast, an objection to a current account balance is different: there the period is one month, and the law requires the objection to be made through a notary, by registered letter, by telegram, or in writing bearing a secure electronic signature.
Will I be liable as a shareholder for company debts?
This depends on the type of company and the nature of the debt. In joint-stock companies (anonim şirket) and limited liability companies (limited şirket), shareholders are not liable for company debts but are obliged to pay the capital contributions they have undertaken. In a joint-stock company, if provided for in the articles of association, this may be supplemented by an additional premium exceeding the nominal value of the share, and by secondary obligations (non-monetary, recurring at certain times) in cases where share transfers are subject to company approval; in a limited liability company, if provided for in the company agreement, additional payment obligations and ancillary performance obligations may be added. In general partnerships (kollektif şirket) and for the unlimited partner (komandite ortak) of a limited partnership (komandit şirket), liability arises with all of one's assets and jointly and severally (müteselsilen); however, it is secondary — the company is primarily liable, and recourse against the partner requires that enforcement against the company has been fruitless or that the company has been dissolved. In a sole proprietorship (şahıs işletmesi), since there is no legal personality, the trader is liable with personal assets. The situation is different with regard to public receivables: shareholders of a limited liability company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company or are understood to be uncollectible; there is no such provision for shareholders of a joint-stock company. Legal representatives' liability with their personal assets for public debts is regulated in the same way for both types of companies.
Is there a time limit for filing an action to set aside a general assembly resolution?
An action for annulment must be brought before the commercial court of first instance at the company's registered office within three months from the date of the resolution; this period is characterised in the statute as a preclusive time limit. The action may be brought by shareholders who were present at the meeting, voted against the resolution and had their dissent recorded in the minutes. Having voted against the resolution is not a prerequisite in all cases: shareholders who allege that irregularities such as a failure to convene the meeting in accordance with the prescribed procedure, a failure to give due notice of the agenda, voting by unauthorised persons or the wrongful obstruction of voting rights affected the resolution may bring the action irrespective of whether they attended the meeting. Members of the board of directors whose personal liability may arise from the implementation of the resolution may also act as claimants. In the cases listed in the statute, however, the resolution is subject to a nullity sanction and no preclusive time limit is prescribed for such actions. Since the statute lists the cases of nullity with the qualifier "in particular", the list is not exhaustive. It should also be borne in mind that the court may require security from the claimants and that claimants who bring actions in bad faith may be held liable for the company's loss.
Has the promissory note I hold become time-barred?
In negotiable instruments, the limitation period varies according to the type of instrument, the party against whom the claim is brought, and the nature of the claim; the starting point also differs in each relationship. The most frequently confused point is that, in a promissory note, the maker is liable in the same way as the acceptor of a bill of exchange and, therefore, the holder’s time limit for bringing a claim against the maker is three years, not one year.
| Relationship | Policy | Promissory Note | Cheque |
|---|---|---|---|
| Holder → Acceptor or Maker of the Promissory Note | 3 years from maturity | 3 years from maturity | 3 years from the expiry of the presentation period |
| Holder → indorsers and the drawer of the bill | 1 years from the date of protest or, if the bill bears a “without costs” clause, from maturity | 1 years, on the same basis | 3 years from the expiry of the presentation period |
| Recourse between debtors | 6 months from the date of payment or the date on which the action was brought against him/her | 6 months, on the same basis | 3 years, on the same basis |
The limitation period is interrupted by the filing of a lawsuit, the commencement of enforcement proceedings, the notification of the action to a third party, or the filing of the claim with the bankruptcy estate, and the interruption takes effect only against the person in respect of whom it occurs. In the case of a cheque, the presentation period begins on the day following the date of issue stated on the cheque, and is ten days if the cheque is payable at the place of issue, one month if payable at another place, and three months if payable on a different continent. Additionally, until 31 December 2028, presenting a cheque to the bank for payment before the date of issue stated on the cheque is invalid; this directly affects the actual commencement of the presentation period and, consequently, of the limitation period. It should also be noted that, unless the law provides otherwise, these periods prescribed in laws governing commercial matters cannot be modified by contract.
What happens if a cheque is dishonoured?
Criminal liability for a cheque being dishonoured arises only if the cheque is presented for payment to the bank within the statutory time limit for presentation, calculated from the date of issue stated on the cheque, and the cheque is then marked "insufficient funds". Once these conditions are met, the person who caused the cheque to be so marked may, upon the holder's criminal complaint, be sentenced to a judicial fine and prohibited from issuing cheques and opening cheque accounts; no direct imprisonment is prescribed. However, an unpaid judicial fine is converted directly into a prison sentence, and, in respect of this offence, the provisions on advance payment, settlement, and suspension of the pronouncement of the judgment do not apply. If the dishonoured cheque amount is paid together with its interest, the provisions on effective remorse may come into play. The enforcement aspect of the matter is addressed separately on the Enforcement and Bankruptcy Law page, and the criminal aspect on the Criminal Law page.
My company's share capital is below the minimum amount. What should I do?
Under a provisional provision added to the Law in 2024 , joint stock and limited liability companies whose capital is below the statutory minimum amount are required to increase their capital to those amounts by 31 December 2026; failing that, they are deemed to have been dissolved. No quorum is required at general assembly meetings held for this purpose; resolutions are adopted by a majority of the votes present at the meeting, and no preferential rights may be exercised against those resolutions. The relevant Ministry is authorised to extend the period twice, each time by up to one year. In addition, if the company's financial condition has deteriorated, a separate staged regime applies: if half of the total of the capital and statutory reserves remains uncovered, the general assembly must convene immediately and remedial measures must be presented; if the proportion reaches two-thirds, the general assembly must decide on one of capital reduction, restoration of capital, or capital increase, failing which the company automatically terminates. In the event of over-indebtedness, the board of directors must prepare an interim balance sheet and, where necessary, notify the court and apply for bankruptcy; this notification is among the board's non-delegable duties.
The statements on this page are provided for general information only and do not constitute legal advice or a legal opinion. Since the circumstances of each specific case differ, any legal assessment should be made on the basis of the particular case.
The information on this page is published, within the framework of the Turkish Bar Association Regulation on the Prohibition of Advertising, for the purpose of informing about the areas in which the firm operates, and does not imply specialisation or constitute solicitation of business.
Neither viewing this page nor contacting the firm through the links or contact details provided on this page creates an attorney–client relationship between the attorney and the applicant, nor does it imply that the matter has been accepted.
The information on this page and the relevant time limits have been prepared in accordance with the legislation in force as of 4 September 2026. As legislation may change, time limits must in any case be calculated in accordance with the current statutory text.
The legal route to follow in commercial disputes may vary depending on the nature of the relationship between the parties, the terms of the contract, the commercial records and the available documents. It is therefore important to assess the legal relationship correctly at the outset of the dispute, to observe the commercial and procedural time limits, and to identify the appropriate course of action.
Merve Kartal
attorney at law