Ankara Commercial Lawyer: Companies and Contracts

What is commercial law?

Commercial law covers the commercial enterprise, company law, negotiable instruments and carriage, with the Turkish Commercial Code at its centre. Together with the law of obligations, it is also applied often when a commercial contract is interpreted.

In a commercial file, relations inside the company, supply contracts and collection often run into one another.

Which commercial topics appear on this page?

• Incorporation of a joint-stock company or a limited liability company, transfers of shares, and general-assembly business
• Disputes between the partners, and non-compete obligations
• Contracts of sale, of services, of franchising and of distribution
• Commercial debts, invoices and current-account disputes
• Allegations of unfair competition and of misuse of a trade secret
• Assessments of the liability of the board of directors or of a manager

Is it the company, a partner, or the other side?

• Entrepreneurs who want to form a company, or to change the structure of the partnership
• Businesses negotiating a commercial contract
• Shareholders living through a dispute between partners
• Merchants who want to collect what they are owed
• Firms faced with an infringement of a trade mark, a trade name, or the rules on competition

What is watched when a limited liability company is formed?

When a limited liability company is formed, the articles of association are the critical document. Capital, the proportions of the shares, authority to represent the company, a non-compete obligation and the ways of leaving should be written in the open.

• A clear definition of the partnership shares and of any privileges
• The limits of the managers’ authority and of their liability
• Restrictions on transferring shares, and rights of pre-emption
• How profit is distributed, and any duty to pay in further sums
• The routes that will apply if there is a dispute

It is not mandatory to instruct a lawyer. A partnership that is put together badly can lead to expensive litigation later.

How is a commercial debt collected?

Which route is suitable changes with how well the debt is documented, with the debtor’s assets and with how tight the time is. At this point, enforcement and bankruptcy law and commercial law work together.

1. 1.Gathering the contract, the invoices and the correspondence
2. 2.Sending a formal notice, or a call for payment
3. 3.Applying for mediation where that is mandatory
4. 4.Choosing enforcement proceedings or an action for the debt
5. 5.After collection, a waiver or a release, and closing the accounts

Mistakes often made in commercial contracts

• An incomplete or unclear statement of where, or by when, performance is due
• Leaving out withdrawal, a contractual penalty and the limits of liability
• A confidentiality clause or a non-compete clause that cannot actually be enforced
• Omitting the clauses on the competent court and on the law that applies
• Failing to put an oral side arrangement into writing

What is unfair competition?

Unfair competition covers commercial conduct, contrary to honest commercial practice, that harms competitors or consumers. Misleading advertising, taking an unfair advantage of another person’s work, and using trade secrets without permission are among the examples.

An overlap with intellectual-property law is common in this field. An infringement of a trade mark and of a trade name can be assessed together.

What use are a formal notice and a jurisdiction clause before a case?

• The full text of the contract and of its schedules should be read
• Limitation, and any period for giving notice, should be checked
• The commercial books and the invoice records should be kept ready
• It should be settled whether mediation is a precondition to a case
• Whether a provisional attachment or an interim measure is needed should be considered

How is the commercial court’s competence identified?

A commercial case can be heard in the commercial courts, according to its subject and to the status of the parties. Commercial books, electronic correspondence and an expert’s report are often used as evidence.

An appeal lies against the decision, and cassation if the conditions for it are met. The course changes with how complex the file is.

When is commercial mediation useful?

In commercial disputes, mediation and an arbitration clause are often preferred. Where speed and confidentiality matter, these routes can lighten the burden of a trial.

Why are incorporation and an invoice claim not the same case?

The articles of association and the authority to represent the company are read apart from collecting a commercial debt. If a person has the status of a consumer, competence can change. Choosing the type of company is also separate from those two doors. A joint-stock company and a limited liability company are compared in the difference between a joint-stock company and a limited company. A dispute between partners is not a copy of that choice, and it is not a copy of a claim on an invoice. The steps for setting the company up are in incorporating a limited liability company. The route to payment is in a commercial claim.

At a first look, the articles, the signature circular and the chain of invoices are enough. Unfair competition is not an automatic extra to an infringement of a trade mark. In a limited company, a transfer of shares can stay tied to the notary and to the procedure of the general assembly.

What work does the retainer carry in a commercial dispute?

The work is the formal notice, checking whether mediation is a precondition, choosing enforcement or an action for the debt, and setting aside resolutions of the partnership. The retainer does not carry a promise that the debt will be collected. A figure is not discussed until the balance of the current account has been accepted. A measured frame does not hide an uncertain balance.

A contractual penalty can be reduced. An excessive amount is open to review by the court. Liability of a manager requires fault and loss. A trade secret is hard to prove if there is no record of confidentiality and no real restriction on who can see it.

Why are a cheque, a composition with creditors and a manager’s liability kept apart?

An invoice or a current account does not fall into the same enforcement wording as a cheque or a promissory note. The bills-of-exchange character of a cheque or a note is not copied from the notice sent for an ordinary commercial debt. A provisional attachment, or an interim measure, arises when the risk to assets is concrete. It does not open by itself on every debt.

A composition with creditors, and bankruptcy, are separate regimes in which the company’s debts are discussed as a whole. Enforcement of one invoice is not the petition of those regimes. The procedure sits on the enforcement and bankruptcy page.

A transfer of shares, withdrawal from the partnership, and the liability of a manager or of the board are read from the articles, the register and the minute of the decision. A manager’s liability is not announced before fault and loss are stated. In every file the contract, the company record and the evidence are assessed on their own.

What is not promised in a commercial file?

In a commercial file the measure is the text of the contract, the record of the partnership and the document of the debt. Each business’s risk is read separately.

The legislation in force, and the decisions of the courts, matter. A definite result is not promised.