Turkish Commercial Code (Full Version)
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A) Application area of the law
1- Commercial provisions
ARTICLE 1– (1) The Turkish Commercial Code is an integral part of the Turkish Civil Code dated 22/11/2001 and numbered 4721. Provisions in this Law and special provisions written in other laws regarding transactions and actions concerning a commercial enterprise are commercial provisions.
(2) The court, in commercial matters for which there is no commercial provision, shall decide according to the commercial customs and, if this is not the case, according to the general provisions.
2 – Commercial customs and traditions
ARTICLE 2-(1) Unless there is a contrary provision in the law, custom cannot be the basis for the judgment of the court unless it is determined that it is accepted as a commercial custom. However, conventions are also taken into account in the interpretation of declarations of will.
(2) Commercial customs specific to a region or a branch of commerce are favored over general ones. If the persons concerned are not in the same region, the commercial customs and traditions at the place of performance shall apply, unless otherwise stipulated in the law or the contract.
(3) Commercial customs and traditions are applied to those who do not have the title of merchant only if they are known or need to be known.
3 – Commercial affairs
ARTICLE 3-(1) All transactions and acts concerning a commercial enterprise with the matters regulated in this Law are commercial affairs.
4 – Commercial cases, uncontested judicial works and evidence
1. In general
ARTICLE 4-(1) Regardless of whether the parties are merchants or not, with civil litigation and uncontested litigation arising from matters related to the commercial enterprise of both parties;
a) In this Law,
b) In Articles 962 to 969 of the Turkish Civil Code, on those dealing with lending in return for pledge,
c) Turkish Code of Obligations dated 11/1/2011 and numbered 6098, 202 and 203 on the acquisition of assets or the business, merger and transformation of enterprises, 444 and 447 on the prohibition of competition, 487 and 501 on the publication contract, 515 on the letter of credit and loan order. to 519, 532 to 545 regarding the commission contract, 547 to 554 foreseen for commercial representatives, commercial proxies and other merchant assistants, 555 to 560 regarding remittance, 561 to 580 regulating custody contracts,
d) In the legislation on intellectual property law,
e) In special provisions regarding exchanges, exhibitions, fairs and markets, warehouses and other trade-specific places,
f) In the regulations regarding banks, other credit institutions, financial institutions and lending business, civil lawsuits and uncontested jurisdictions arising from the issues envisaged are considered commercial lawsuits and commercial lawsuits without contention. However, cases arising from remittance, deposit and intellectual and artistic works that do not concern any commercial enterprise are exempt from this.
(2) Evidence and its presentation in commercial cases are subject to the provisions of the Code of Civil Procedure dated 12/1/2011 and numbered 6100; In commercial cases, the amount or value of which does not exceed one million Turkish liras, the simple procedure is applied.
2. Courts for commercial lawsuits and uncontested jurisdictions
ARTICLE 5-(1) Unless otherwise provided, 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.
(2) 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 which 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 in a place, where the business situation makes it necessary, one or more of the commercial courts of first instance may be assigned by the High Council of Judges and Prosecutors to deal exclusively with civil cases related to maritime trade and marine insurance arising from this Law and other laws.
(3) 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.
(4) In a commercial case in a jurisdiction where there is no commercial court of first instance, failure to rely on the duty rule does not require a decision of non-jurisdiction; the court of first instance continues the case.
3. Mediation as a condition of litigation
ARTICLE 5 / A- (1) Among the commercial lawsuits specified in Article 4 of this Law and other laws, it is a condition to apply to a mediator before filing a lawsuit in the cases of receivables, compensation, cancellation of objection, negative clearance and restitution.
(2) The mediator concludes the application within six weeks from the date of his assignment. This period may be extended by the mediator for a maximum of two weeks in compulsory cases.
B) Various provisions
1 – Timeout
ARTICLE 6-(1) The statute of limitations stipulated in the laws establishing commercial provisions cannot be changed by contract, unless there is a contrary regulation in the Law.
2 – Presumption of succession
ARTICLE 7-(1) If two or more persons are jointly indebted to another person due to a business of commercial nature for only one or all of them, they shall be jointly liable unless otherwise stipulated in the law or the contract. However, default interest cannot be charged without notifying the surety and the surety that the commitment or payment has not been made or fulfilled.
(2) In the case of a surety for commercial debts, the provision of the first paragraph shall also apply to the relations between the principal debtor and the surety and the surety.
3 – Interest in commercial affairs
1. Freedom of rate and terms of compound interest
ARTICLE 8-(1) The interest rate in commercial affairs is determined freely.
(2) The condition that the interest is added to the principal and the interest is carried out together, for a period not less than three months, is valid only for current accounts and loan agreements that are in the nature of commercial business for both parties. Provided that this clause does not apply to those whose contracts are not traders.
(3) Provisions regarding the protection of the consumer are reserved.
(4) Interest operated in violation of the second and third paragraphs of this article is null and void.
2. Provisions to be applied
ARTICLE 9-(1) In commercial works; The provisions of the relevant legislation shall apply to the statutory principal and default interest.
3. Beginning of interest
ARTICLE 10-(1) If there is no contract to the contrary, the interest of a commercial debt starts to run from the expiry of the maturity and, if there is no certain maturity, from the warning day.
BOOK ONE: Commercial Business
PART ONE – The Merchant
A) Commercial enterprise
1. Integrity principle
ARTICLE 11-(1) A commercial enterprise is an enterprise in which activities are carried out continuously and independently, aiming to generate income exceeding the limit set for tradesmen.
(2) The border between the commercial enterprise and the artisan enterprise is determined by the decision of the President.
(3) The commercial enterprise may be transferred as a whole and be the subject of other legal proceedings, without the need for separate dispositions for the transfer of the assets it contains. Unless otherwise stipulated, the transfer agreement is deemed to include fixed assets, business value, tenancy right, trade name and other intellectual property rights, and assets that are permanently assigned to the business. With this transfer agreement, other agreements that cover the commercial enterprise as a whole are made in writing, registered and announced in the trade registry.
B) Merchant
I – Natural persons
1. In general
ARTICLE 12-(1) The person who operates a commercial enterprise, albeit partially, in his own name is called a merchant.
(2) A person who has declared to the public that he has established and opened a commercial enterprise, through circulars, newspapers, radio, television and other advertising means, or who has announced the situation by registering his business with the trade registry, is considered a trader even if he has not actually started the business.
(3) Any person who acts as a partner, as if he has opened a commercial enterprise, on behalf of himself, an ordinary company or any other company that is not legally recognized, shall be liable to third parties in good faith, as if it were a trader.
2. Small and limited
ARTICLE 13-(1) A legal representative who operates a commercial enterprise belonging to small and restricted persons on their behalf is not considered a merchant. The title of merchant belongs to the represented. However, the legal representative is responsible, like the merchant, for the implementation of the penal provisions.
3. Banned from trading
ARTICLE 14-(1) A person who operates a commercial enterprise without permission or approval due to his personal situation or the nature of his work, or because of his profession and duties, in violation of a prohibition arising from a law or a judicial decision, or despite the need for the permission of another person or an official authority. is considered a trader.
(2) The legal, penal and disciplinary liability arising from the act contrary to the first paragraph is reserved.
4. Artisan
ARTICLE 15-(1) A person who is engaged in art or trade, whether traveling or stationary in a shop or in certain parts of a street, whose economic activity is based on more physical work than his capital, and whose income does not exceed the limit indicated in the decree to be issued pursuant to the second paragraph of Article 11, is a tradesman. However, the provisions of Articles 20 and 53 specific to merchants and the second paragraph of Article 950 of the Turkish Civil Code are also applied to these.
II – Legal entities
ARTICLE 16-(1) Trade companies, foundations, associations that operate a commercial enterprise to achieve their purpose, and institutions established by the State, special provincial administrations, municipalities and villages and other public legal entities to be managed in accordance with the provisions of private law in accordance with their own founding laws or to be operated commercially. organizations are also considered traders.
(2) The state, special provincial administrations, municipalities, villages and other public legal entities, associations working for the public benefit, and foundations that spend more than half of their income on public duties, may establish a commercial enterprise either directly or as a legal entity that is managed and operated in accordance with the provisions of public law. let them run it with their own hands, they are not considered merchants themselves.
III – Equipping subsidiary
ARTICLE 17-(1) The provisions regarding the merchant are also applied to the equipment subsidiary.
C) Provisions of being a merchant
I - in general
ARTICLE 18-(1) The merchant is subject to bankruptcy for all his debts; In addition, he is obliged to choose a trade name in accordance with the law, to register his commercial enterprise with the trade registry and to keep the necessary commercial books in accordance with the provisions of this Law.
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(2) Every trader must act like a prudent businessman in all his business activities.
(3) Notices or warnings between the merchants regarding default of the other party, termination of the contract, withdrawal from the contract are made through a notary public, registered letter, telegraph or registered electronic mail system using a secure electronic signature.
(4) Other provisions related to the title of merchant are reserved.
II – privately
1. Presumption of commercial business
ARTICLE 19-(1) It is essential that a trader's debts are commercial. However, the debt is considered ordinary if a real person trader clearly informs the other party that it is not related to his commercial business at the time of making the transaction or the situation is not suitable for the business to be considered commercial.
(2) Contracts that are in the nature of commercial business for only one of the parties are considered commercial business for the other, unless the Law provides otherwise.
2. Right to charge
ARTICLE 20-(1) A merchant, who has seen a business or service related to his commercial enterprise, to a person who is a merchant or not, may request an appropriate fee. In addition, the trader is entitled to interest from the date of payment for the advances given and the expenses incurred.
3. Invoice and confirmation letter
ARTICLE 21-(1) From the merchant who has sold, produced, performed a business or provided a benefit in the context of his commercial enterprise, the other party may request that an invoice be given to him and that if the price has been paid, it must be shown on the invoice.
(2) If the person receiving an invoice does not object to the content of the invoice within eight days from the date of receipt, it is deemed to have accepted this content.
(3) If the person who receives a letter confirming the content of the statements made by telephone, telegram, any communication or information tool or any other technical tool or verbally concluded contracts has not made an objection within eight days from the date of receipt of the said confirmation letter, shall be deemed to have accepted that it complies with the explanations.
4. Reduction of fee and contract penalty
ARTICLE 22- (1) The debtor, who has the title of merchant, cannot ask the court to reduce the fee or contract penalty with the allegation that an excessive fee or penalty has been agreed in the cases specified in the second paragraph of Article 121, the third paragraph of Article 182 and Article 525 of the Turkish Code of Obligations.
5. Commercial sale and exchange of goods
ARTICLE 23-(1) Without prejudice to the special provisions in this article, the provisions of the Turkish Code of Obligations regarding the sales contract and the goods exchange contract shall also apply in sales and exchanges of goods between merchants.
a) According to the nature of the contract, the purpose of the parties and the type of goods, if it is possible to fulfill the sales contract in parts or if these conditions are not available, the buyer has accepted the partial delivery without making any reservations; In the event that a part of the contract is not fulfilled, the buyer can use his rights only on the undelivered part. However, if that part is not delivered, the possibility of obtaining the expected benefit from the contract or achieving the pursued goal disappears or weakens, or if it is understood from the situation and conditions that the remaining part of the contract cannot be fully or properly fulfilled, the buyer may terminate the contract.
b) If the buyer is in default, the seller may ask the court to allow the sale of the goods. The court decides that the sale will be made by auction or through a person authorized to do so. If the seller wishes, the person authorized for sale has an expert determine the qualifications of the goods to be put up for sale. After deducting the sales expenses from the sales price, the remaining money is left by the seller to a bank on behalf of the buyer, and to a notary public if there is no bank, and the situation is immediately notified to the buyer, provided that the seller's right of exchange is reserved.
c) If it is obvious at the time of delivery that the goods are defective, the buyer must notify the seller within two days. If it is not clear, the buyer is obliged to inspect or have it examined within eight days after receiving the goods, and if the goods are found to be defective as a result of this inspection, he is obliged to notify the seller within this period in order to protect his rights. In other cases, the second paragraph of Article 223 of the Turkish Code of Obligations is applied.
PART TWO – Trade Registry
A) Establishment
I - in general
ARTICLE 24- (1) Trade registry directorates are established by the Ministry of Customs and Trade to operate in chambers of commerce and industry and chambers of commerce in the city center. The Ministry may establish trade registry directorates in chambers other than provincial centres, or it may establish branches affiliated to directorates.
(2) Trade registry is kept by the trade registry directorates and branches under the supervision and control of the Ministry.
(3) The procedures and principles regarding the keeping of trade registry records in electronic environment shall be indicated in the regulation to be issued pursuant to Article 26 of the Law. The central common database, where these records and the contents that need to be registered and announced, are stored regularly and can be presented in electronic environment, are created by the Ministry of Customs and Trade and the Union of Chambers and Commodity Exchanges of Turkey.
(4) The conditions to be sought in the establishment of the trade registry directorate and the principles regarding the establishment of the necessary cooperation between the chambers regarding registry transactions are regulated by a communiqué to be issued by the Ministry of Customs and Trade.
(5) The personal data required to be collected and processed in order to carry out the trade registry registration transactions in the electronic environment shall be protected in accordance with the legislation on the protection of personal data and information security.
II – Management
ARTICLE 25- (1) The commercial register is managed by the director of the commercial register. The director of the trade registry is appointed ex officio by the Ministry of Customs and Trade and can be dismissed by the same procedure, upon the proposal of the chamber or despite the warning of the Ministry of Customs and Trade, among the persons with the qualifications determined in the regulation issued according to Article 26, if the proposal is not made within thirty days. In the same way, according to the business volume of the trade registry directorate, a sufficient number of assistant directors are appointed. The ceiling and base wages of the personnel who will work in the trade registry directorates are determined each year by the Ministry of Customs and Trade, taking the opinion of the Union of Chambers and Commodity Exchanges of Turkey.
(2) The State and the relevant chamber are jointly responsible for all damages arising from the keeping of the trade registry. The state and the institution authorized to appoint the registrar shall recourse to those who are at fault in the occurrence of the damage. Trade registry director and his assistants and other personnel are punished as public officials for crimes related to their duties, and crimes against them are deemed to have been committed against the public official.
(3) The Ministry of Customs and Trade is always authorized to inspect the activities of the trade registry offices and take the necessary measures. Trade registry directorates are obliged to comply with the measures taken and instructions given by the aforementioned Ministry. Trade registry director and assistant managers and personnel in charge of trade registry transactions cannot be assigned any duties other than their duties by chambers.
III – Regulation
ARTICLE 26-(1) Establishment of the trade registry directorate, keeping the registry books, the procedures and principles regarding fulfilling the registration obligation, the means of objection against the decisions of the registry managers, the qualifications to be sought in the registry manager and assistants and other personnel, disciplinary affairs and other principles and procedures related to this subject. regulated in the regulation to be issued.
B) Registration
I - Terms
1. Prompt
ARTICLE 27- (1) Registration in the trade registry is made upon request as a rule. Provisions regarding registrations to be made ex officio or upon notification of authorized institution or organization are reserved. In works subject to fee, the date of the receipt of the fee is decisive in determining the date of registration. The provisions of Article 34 are reserved.
(2) Trade registry directorates send a copy of the application documents of the taxpayers who are corporate taxpayers and apply for registration pursuant to this article, to the relevant tax office. The obligations of these taxpayers to notify about starting work are deemed to have been fulfilled.
2. Relevant
ARTICLE 28– (1) The registration request is made to the authorized registry directorate by the persons concerned, their representatives or their legal successors.
(2) If more than one person is required and authorized to request the registration of a matter, the registration made upon the request of one of them shall be deemed to have been requested by all, unless there is a contrary provision in the law.
3. The form of the prompt
ARTICLE 29- (1) The registration request is made with a petition.
(2) The petitioner has to prove his identity. If the signature on the petition is approved by the notary public, there is no need to prove the identity separately.
4. Duration
ARTICLE 30-(1) Unless the law provides otherwise, the period for requesting registration is fifteen days.
(2) This period is when the transaction or phenomenon required to be registered has taken place; in cases whose completion depends on the issuance of a deed or document, it starts from the date of issuance of that deed or document.
(3) For those residing outside the jurisdiction of the trade registry directorate, this period is one month.
5. Changes
ARTICLE 31-(1) Any changes in registered matters are also registered.
(2) If the facts or transactions on which the registration is based are wholly or partially terminated or disappeared, the record in the registry is also partially or wholly deleted.
(3) In both cases, the provisions of Articles 27 to 30 apply.
II – Duties of the Registrar
1. Inspection duty and provisional registration
ARTICLE 32- (1) The registry manager is obliged to examine whether the legal conditions sought for registration exist.
(2) In the registration of legal persons, it is examined whether the articles of association are contrary to the mandatory provisions and whether the said agreement contains the provisions that the law requires to be found.
(3) The matters to be registered must fully reflect the truth, must not create a false impression on third parties, and must not be contrary to public order.
(4) Matters whose resolution is dependent on a court decision or whose final registration is delayed by the registry manager, shall be registered temporarily upon the request of the relevant persons. However, if the persons concerned do not prove that they have applied to the court or that they have come to an agreement within three months, the temporary registration shall be deleted ex officio. If an application is made to the court, action is taken according to the result of the final judgment.
2. Invitation to registration and punishment
ARTICLE 33-(1) The registry manager, who is informed about a matter whose registration is compulsory but which is not requested to be registered legally and within the time limit, or which does not comply with the conditions in the third paragraph of Article 32, is responsible for fulfilling its legal obligations within a suitable period to be determined by the relevant persons or proving that there are no reasons for the registration of that matter. calls to do.
(2) The person who does not make a request for registration within the time given by the registry director and does not report the reasons for avoidance is penalized with an administrative fine of one thousand Turkish Liras by the highest local civilian authority upon the proposal of the registry director.
(3) If the reasons for avoidance are reported within the time limit, if the commercial court of first instance, which is responsible for dealing with commercial cases at the location of the registry, examines the file and concludes that there is an issue that needs to be registered, it orders the registry manager to register it, otherwise it rejects the request for registration. Punishment of a person who does not request registration within the prescribed period or does not report the reasons for avoidance, with the penalty in the second paragraph, shall not constitute an obstacle to the implementation of the provision of this paragraph.
3. Objection
ARTICLE 34- (1) The persons concerned may object to the decisions to be made by the registry directorate regarding the registration, change or deletion requests, with a petition, to the commercial court of first instance, which is responsible for dealing with commercial cases in the place where the registry is located, within eight days of their notification.
(2) This objection is decided upon by the court after examining the file. However, if the decision of the registry manager is contrary to the interests of the third parties regarding the matters recorded in the registry, the objector and the third person are also heard. If they do not come to the court, a decision is made over the file.
III – Openness
ARTICLE 35-(1) Newspapers containing petitions, declarations, promissory notes, documents and advertisements, which are the basis of the registration process, are kept by the registry directorate, with the date and numbers of the registry book written on them.
(2) Everyone can examine the content of the trade registry and all the promissory notes and documents kept in the directorate, as well as get certified copies of them by paying their expenses. A certified document showing whether an issue is registered in the registry may also be requested.
(3) The registered matters are announced unless there is a contrary provision in the law or the regulation to be issued pursuant to Article 26 of the Law.
(4) Announcement is made in the Turkish Trade Registry Gazette, which is specific to the announcement of registry records throughout Turkey.
IV – Results
1. Effect of registration and announcement on third parties
ARTICLE 36- (1) Regardless of where the trade registry records are located, the registration is announced in the Turkish Trade Registry Gazette regarding third parties; If the entire advertisement is not published in the same copy, it will have legal consequences as of the business day following the publication of the last part. These days will also start the periods that will start to run from the date of the announcement of the registration.
(2)Special provisions regarding the fact that an issue will have consequences for third parties immediately upon registration or that the deadlines will run immediately are reserved.
(3) Claims of third parties regarding that they do not know the registry records that have started to have consequences against them are not heard.
(4) An issue that has not been registered even though its registration is mandatory, or that has not been registered but announced while its announcement is mandatory, can only be claimed against third parties if it is proven that they knew or should have known about it.
2. Confidence in appearance
ARTICLE 37-(1) In case of inconsistency between the registration record and the declared situation, the trust of the third parties to the announced situation is preserved, unless it is proved that they know the real situation that has been registered.
3. Responsibility
ARTICLE 38-(1) Those who make false declarations for registration and registration are punished with an administrative fine of two thousand Turkish Liras. The compensation rights of those who have been damaged due to untrue registration are reserved.
(2) Those who do not want the records to be corrected even though they learn that they do not comply with the provisions of the third paragraph of Article 32, and those who are obliged to request the change or deletion of the registration due to the change, expiration or removal of a registered matter or to register an issue that needs to be re-registered but do not do so, are liable for compensation for the damages incurred by third parties due to.
PART THREE – Trade Name and Business Name
A) Trade name
I – Obligation to use
1. In general
ARTICLE 39-(1) Every trader is obliged to carry out the transactions related to his commercial enterprise with his trade name and to sign the promissory notes and other documents related to his business under this title.
(2) The registered trade name is written legibly in a visible place of the commercial enterprise. In the commercial letters issued by the merchant regarding his business and in the documents on which the records made in the commercial books are based, the merchant's registration number, trade name, headquarters of the business and, if the merchant is subject to the obligation to create a website, the address of the registered website is also shown. All this information is published on the company's website. Also on this site, the names and surnames of the chairman and members of the board of directors in joint stock companies, the amount of subscribed and paid capital, the names and surnames of the managers in limited companies, the amount of subscribed and paid capital, the names and surnames of the managers in limited companies whose capital is divided into shares. the amount of capital is published.
2. Registration
ARTICLE 40-(1) Each merchant shall register and announce his commercial enterprise and the trade name he has chosen in the trade registry of the place where the business center is located, within fifteen days from the day the commercial enterprise is opened.
(2) Each merchant submits the trade name to be used and the signature to be signed under it to the registry office. If the merchant is a legal person, the signatures of the persons authorized to sign on his behalf are given to the registry office along with the title. Signature statement is given by making a written statement in the presence of authorized personnel in any trade registry directorate. The procedures and principles regarding the implementation of this article are determined by the communiqué to be issued by the Ministry of Customs and Trade.
(3) Branches of commercial enterprises headquartered in Turkey are also registered and announced in the trade registry of their location. The provisions of the first and second paragraphs regarding the trade name and signature samples are also applied to these enterprises. Unless there is a contrary provision in the law, the records entered in the registry to which the center is affiliated are also registered to the registry to which the branch is affiliated. However, the registry office of the place where the branch is located does not have to make a separate examination in this regard.
(4) Branches in Turkey of commercial enterprises whose headquarters are located outside of Turkey are registered as domestic commercial enterprises, provided that the provisions of the laws of their own countries regarding the trade name are reserved. For these branches, a fully authorized commercial representative whose place of residence is in Turkey is appointed. If the commercial enterprise has more than one branch, the branches to be opened after the registration of the first branch are registered as the branches of the domestic commercial enterprises.
II – Form of trade name
1. Natural persons
ARTICLE 41-(1) The trade name of the trader, who is a real person, consists of the additions that he can make in accordance with Article 46 and his name and surname to be written without abbreviation.
2. Legal entities
a) Collective and limited partnership companies
ARTICLE 42- (1) The trade name of the collective company includes the name and surname of all partners or at least one of the partners, and a phrase that will show the company and its type.
(2) The trade name of limited partnership companies whose ordinary or limited capital is divided into shares includes the name and surname of at least one of the limited partners and a phrase indicating the company and its type. The names, surnames or trade titles of the limited partners cannot be found in the trade names of these companies.
b) Joint stock, limited and cooperative companies
ARTICLE 43-(1) Joint stock, limited liability and cooperative companies can freely choose their trade names, provided that the subject of operation is shown and the provision of Article 46 is reserved.
(2) The words "joint stock company", "limited company" and "cooperative" must be present in trade names. If the trade name of these companies includes the name or surname of a real person, the phrases indicating the type of company cannot be written with initials or by shortening in any other way.
c) Other legal entities considered as merchants and equipment participation
ARTICLE 44-(1) Trade names and names of associations, foundations and other legal entities that own commercial enterprises.
(2) The trade name of the navy subsidiary includes the name and surname of at least one of the joint shipowners or the name of the ship used in maritime trade. Surnames and ship names cannot be shortened. The trade name also includes a phrase to show the equipment participation.
d) Common provisions
ARTICLE 45-(1) If necessary, an addition is made to a trade name in order to distinguish it from another previously registered title in any registry office in Turkey.
3. Appendices
ARTICLE 46-(1) Provided that it is not in a nature to cause a wrong opinion to be formed by third parties about the identity of the merchant, the extent, importance and financial status of the business, and not contrary to the truth and public order; Additions can be made to each trade name, indicating the characteristics of the business or showing the identities of the persons included in the title, or consisting of fictitious names.
(2) Real persons who trade alone cannot add to their trade names to give the impression that a company exists.
(3) The words “Turk”, “Turkey”, “Cumhuriyet” and “National” can only be put in a trade title by the decision of the President.
4. Continuation of the trade name
ARTICLE 47-(1) If the name of the commercial business owner or a partner in the trade name is changed by law or is changed by the competent authorities, the title may remain as it is.
(2) In the event that new partners join the collective or limited partnership company or the equipment affiliate, the trade name may remain unchanged. Upon the death of a partner whose name is included in the trade name of one of these companies, the company title can be left as it is if the heirs accept the continuation of the company by replacing him or if they do not enter the company but give their consent in this regard in writing. The name of the partner leaving the company may also remain in the company title, provided that written permission is obtained.
5. Branches
ARTICLE 48- (1) Each branch has to use the trade name of its own headquarters by stating that it is a branch. Additions related to the branch can be made to this title.
(2) Articles 41 and 45 are also applied to the trade name of the branch.
(3) In the trade name of the Turkish branch of an enterprise whose head office is located in a foreign country, it is obligatory to show the location of the headquarters and the branch, and whether it is a branch.
6. Transfer of trade name
ARTICLE 49-(1) The trade title cannot be transferred to another person separately from the business.
(2) The transfer of a business also results in the transfer of title, unless otherwise expressly agreed. In case of transfer, the transferee has the right to use the same title.
III – Protection of the trade name
Principle 1
ARTICLE 50-(1) The right to use the duly registered and announced trade name belongs only to the owner.
2. Notice and penalty
ARTICLE 51- (1) All courts, civil servants, chambers of commerce and industry, notaries and Turkish Patent Institute are obliged to inform the competent authorities if they learn that a trade name has not been registered, has been registered or used in violation of the provisions of the law while performing their duties.
(2) Those who violate Articles 39 to 45 or 48 are punished with an administrative fine of two thousand Turkish Liras.
(3) Those who violate article 46 or take over and use their trade names with those who have transferred their trade names in violation of article 49 are sentenced to imprisonment from three months to two years or a judicial fine.
3. Rights of the person whose title has been violated
ARTICLE 52-(1) In case the trade name is used by another in violation of commercial honesty, the right owner shall determine and prohibit this; If the unfairly used trade name has been registered, it can be legally changed or deleted, the material situation that is the result of the infringement is eliminated, the vehicles and related goods are destroyed if necessary, and if there is damage, it may request material and moral compensation according to the gravity of the fault. As pecuniary compensation, the court may also decide on the compensation for the benefit of the aggressor, which is deemed possible to be obtained as a result of the rape.
(2) The court, upon the request of the party winning the case, may also decide to publish the decision in the newspaper, at the expense of the person against whom the judgment has been rendered.
B) Business name
ARTICLE 53- (1) The names used to introduce the business directly and distinguish it from similar businesses, without being related to the business owner, must also be registered by the owners. Articles 38, 45, 47, 50, 51 and 52 apply to registered business names.
PART FOUR – Unfair Competition
A) in general
I – Purpose and principle
ARTICLE 54-(1) The purpose of the provisions of this Part on unfair competition is to ensure fair and undistorted competition for the benefit of all participants.
(2)Deceptive or otherwise contrary to the rule of good faith and commercial practices that affect the relations between competitors or between suppliers and customers are unfair and unlawful.
II – Behaviors contrary to the rule of honesty, commercial practices
ARTICLE 55-(1) The cases listed below are the main cases of unfair competition:
a) Advertisements and sales methods contrary to the rule of honesty and other unlawful acts and especially;
1. Disparaging others or their goods, work products, prices, activities or business with false, misleading or unnecessarily offensive statements,
2. To make false or misleading statements about himself, his commercial enterprise, business signs, goods, business products, activities, prices, stocks, the form of sales campaigns and business relations, or to put the third party ahead of the competition by the same means,
3. Although he has not received honors, diplomas or awards, trying to create the illusion that he has exceptional talent by acting as if he has them, or using incorrect professional names and symbols that are suitable for this,
4. To take measures that cause confusion with someone else's goods, work products, activities or business,
5. In a way that misrepresents himself, his goods, work products, activities, prices, untrue, misleading, unduly disparaging his competitor or unduly taking advantage of his reputation; to compare goods, work products or prices with others, or to put the third party ahead in similar ways,
6. To offer selected goods, work products or activities for sale more than once below the supply price, to highlight these offerings in their advertisements and thereby mislead customers about their own or competitors' ability; insofar as the selling price is below the supply price applied in the purchase of the same type of goods, work products or activities in a similar volume, the existence of deception is presumed; If the defendant proves the real supply price, this price will be the basis for the evaluation,
7. Mislead the customer about the true value of the presentation with additional actions,
8. Limiting the customer's freedom of decision, especially with aggressive sales methods,
9. Concealing the characteristics, quantity, purpose of use, benefits or dangers of goods, work products or activities and thus mislead the customer,
10. Not stating the title clearly in public announcements regarding installment sales agreements or similar legal transactions, not specifying the cash or total sales price or the additional cost arising from sales in installments in Turkish Lira and annual rates,
11. Not stating the title clearly in public announcements regarding consumer loans or not making clear statements regarding the net amounts, total expenses, effective annual interests of the loans,
12. Contract formulas containing incomplete or incorrect information regarding the subject of the contract, price, payment terms, contract duration, the customer's right of withdrawal or termination or the right to pay the remaining debt before maturity, in the framework of its business activities, which offers or concludes installment sales or consumer loan contracts. to use.
b) To lead to breach or termination of the contract; especially;
1. Directing them to act in violation of the agreements they have made with others, so that they can make a contract with the customers themselves,
2. To try to benefit himself or others by providing or offering benefits to the workers, representatives and other assistants of third parties that they do not deserve and that may lead them to act contrary to their obligations in the performance of their work,
3. Directing workers, their representatives or other auxiliary persons to disclose or seize the production and business secrets of their employers or clients,
4. To direct the buyer or the borrower, who has made an installment sale, cash sale or consumer loan contract, to withdraw from this contract or the buyer who has made a cash sale contract to terminate this contract, so that he can conclude such a contract with him.
c) Unauthorized use of other people's work products; especially;
1. Unauthorized use of a business product such as an offer, account or plan entrusted to him,
2. To benefit from a work product such as a third party offer, account or plan, even though it is necessary to know that these have been delivered or provided to him without authorization,
3. Taking over and exploiting others' ready-to-market work products by means of technical reproduction without appropriate contribution of his own.
d) Unlawfully revealing production and business secrets; In particular, the person who evaluates or informs others of the information that he secretly and unauthorizedly obtained or otherwise unlawfully learned and the business secrets of the producer will be acting against integrity.
e) Failure to comply with business terms; In particular, those who do not comply with the business terms that are imposed on competitors by law or contract, or that are usual in a profession or in the environment, act against honesty.
f) Using transaction terms contrary to the rule of honesty. against the other party, especially in a misleading way;
1. Significantly departing from the legal regulation to be applied directly or through interpretation, or
2. Those who use the pre-written general terms and conditions, which stipulate the distribution of rights and obligations that are significantly contrary to the nature of the contract, will be acting in violation of honesty.
B) Legal liability
I – Miscellaneous cases
ARTICLE 56-(1) Any person whose customers, credit, professional reputation, commercial activities or other economic interests are damaged or may face such a danger due to unfair competition;
a) Determining whether the act is unfair or not,
b) Prohibition of unfair competition,
c) Elimination of the material situation that is the result of unfair competition, correction of these statements if unfair competition is made with false or misleading statements, and if it is inevitable to prevent infringement, the destruction of tools and goods that are effective in the processing of unfair competition,
d) Compensation for damage and loss, if any,
e) Giving moral compensation in the presence of the conditions stipulated in Article 58 of the Turkish Code of Obligations,
may request. In favor of the plaintiff and as compensation in accordance with subparagraph (d), the judge may also decide on the compensation for the benefit deemed possible by the defendant as a result of unfair competition.
(2)Customers whose economic interests are damaged or who may face such a danger can also file the lawsuits in the first paragraph, but cannot demand the destruction of vehicles and goods.
(3) Chambers of commerce and industry, chambers of commerce, commodity exchanges and other professional and economic unions authorized to protect the economic interests of their members according to their statutes, as well as non-governmental organizations and public institutions that protect the economic interests of consumers according to their statutes are also subject to the provisions of the first paragraph (a), (b) and (c) can open the cases written in subparagraphs.
(4) The judgment rendered against a person pursuant to subparagraphs (b) and (c) of the first paragraph shall also be enforced on persons who have obtained the goods subject to unfair competition, directly or indirectly, from him for commercial purposes.
II – Employer's responsibility
ARTICLE 57-(1) If the act of unfair competition is committed by the employees or workers while they are performing their services or jobs, the lawsuits written in subparagraphs (a), (b) and (c) of the first paragraph of Article 56 may also be brought against the employers.
(2) The provisions of the Turkish Code of Obligations shall apply to the lawsuits written in sub-paragraphs (d) and (e) of the first paragraph of Article 56.
III – Responsibility of press, broadcasting, communication and information institutions
ARTICLE 58-(1) If the unfair competition is committed through all kinds of press, broadcasting, communication and information enterprises and institutions that will become operational as a result of future technical developments, the lawsuits written in subparagraphs (a), (b) and (c) of the first paragraph of Article 56, only the thing published in the press, the program; what is displayed on the screen, computer or similar media; may be filed against the owners of the audio broadcast or any other means of transmission, and against the persons who place advertisements; However;
a) If the thing, program, content, image, sound or message published in the printed media has been published without the knowledge of their owners or the advertiser or contrary to their approval,
b) If it is avoided to notify who is the owner of the thing, program, image, sound or message published in the printed media or who is the advertiser,
c) If, for other reasons, it is not possible to reveal the owner of the thing, program, image, sound, message or advertiser or to file a lawsuit against them in a Turkish court,
the above-mentioned cases, the editor-in-chief, the editor-in-chief, the program producer, the person who puts or has put the image, sound, message on the broadcast, communication and information tool, and the chief of the announcement service; If these cannot be displayed, they can be filed against the owner of the business or establishment.
(2) Except for the cases stipulated in the first paragraph, in case of fault of one of the persons listed in the same paragraph, a lawsuit may be filed regardless of the order.
(3) The provisions of the Turkish Code of Obligations are applied in the cases written in subparagraphs (d) and (e) of the first paragraph of Article 56.
(4) The lawsuits in the first paragraph of this article cannot be brought against the service provider if he has not initiated the transmission of the act of unfair competition, has not chosen the recipient of the transmission or the content constituting the act, or has not changed it to carry out the act; an injunction cannot be made. In cases where the negative consequences of the unfair competition act will be extensive or the damage will be great, the court may also listen to the relevant service provider and take the injunction decision regarding the termination or prevention of the unfair competition act against the service provider or take other applicable measures, including the temporary removal of the content, in accordance with the concrete case.
IV – Announcement of the decision
ARTICLE 59-(1) The court may also decide to announce the verdict after the finalization of the case, upon the request of the party who won the case, with the expense of being collected from the party who proved wrong. The court determines the form and scope of the announcement.
V – Timeout
ARTICLE 60-(1) The lawsuits written in Article 56 become statute of limitations, one year from the day the party entitled to the action learns of the birth of these rights, and in any case three years from their birth. However, if the act of unfair competition is also a criminal act that is subject to a longer statute of limitations in accordance with the Turkish Penal Code dated 26/9/2004 and numbered 5237, this period is also valid for civil lawsuits.
VI – Precautionary measures
ARTICLE 61– (1) Upon the request of the person who has the right to file a lawsuit, the court decides to protect the current situation as it is, to eliminate the material situation resulting from unfair competition as stipulated in subparagraphs (b) and (c) of the first paragraph of Article 56, to prevent unfair competition and to prevent wrongful or wrongful actions. may decide on the correction of misleading statements and other measures in accordance with the provisions of the Code of Civil Procedure on interim injunction.
(2) In addition, the goods subject to unfair competition, which requires punishment in case of infringing on the rights of the right holder, may be seized by the customs administrations as a precautionary measure upon the request of the right holder during import or export.
(3) The practice regarding confiscation is subject to the legislation on this subject.
(4) If a lawsuit is not filed in the relevant court on the merits or a precautionary decision is not taken from the court within ten days following the notification of the injunction or seizure decision at the customs administrations, the seizure decision of the administration shall be nullified.
C) Criminal liability
I – Acts that require punishment
ARTICLE 62-(1)a) Those who deliberately commit one of the acts of unfair competition written in Article 55,
b) Those who deliberately give false or misleading information about their personal situation, products, business products, commercial activity and business in order to prefer their own offers and offers to those of their competitors,
c) Those who deceive employees, their proxies or other assistants in order to enable the employer or their clients to seize the production or trade secrets,
d) Those who learn from their employers or clients that their workers or employees or their proxies have committed an act of unfair competition that necessitates a penalty while doing their job, and those who do not prevent this act or correct untrue statements,
If the act does not constitute another crime that requires a heavier penalty, upon the complaint of one of those who have the right to file a civil lawsuit pursuant to Article 56, they are sentenced to imprisonment of up to two years or a judicial fine for the acts falling within the scope of each subparagraph.
II – Criminal liability of legal persons
ARTICLE 63-(1) If an act of unfair competition is committed during the performance of the legal persons' business, the provision of Article 62 shall apply to the members or partners of the body acting on behalf of the legal entity or that have been required to act. In the event that the act of unfair competition is committed within the framework of the activity of a legal person, specific security measures may also be decided on the legal person.