LAW 313

Glossary of Legal Terms Association: dernek Code: kanun Commercial enterprise: ticari işletme Cooperative: kooperatif Customary rule: örf ve âdet hukuku kuralı Economic enterprise: iktisadi işletme Foundation: vakıf

Glossary of Legal Terms General Partnership: kollektif şirket Interpretory rule: yorumlayıcı kural Limited Liability Company: limited şirket Mandatory rule: emredici kural Merchant: tacir Ordinary Partnership: âdi şirket

Glossary of Legal Terms Partnership with Limited Liability: koman- dit şirket Presumption: karine; varsayım Principal: asil; müvekkil; temsil olunan Stock Corporation: anonim şirket Tradesman: esnaf Tradesman business: esnaf işletmesi

Development of Commercial Law In Turkish Law the first Commercial Code was enacted in In 1926 another Commercial Code was accepted. The latter was enacted in 1957 and applied until In January 2011 new Commercial Code is accepted. It came into effect in June 2012.

The Scope of Commercial Law A certain relationship or transaction can be regulated in commercial code in one country, during the same issue is covered by, for example, civil code or code of obligations. Some countries do not have a separate commercial code (for example, Switzerland).

The Scope of Commercial Law Example: Ordinary Partnerships are handeled by CO in Turkey and Switzerland; but by CC in Germany. In Turkey, provisions relating to (Joint) Stock Corporations belong to ComC; but in Switzerland to CO.

Hierarchy of Commercial Provisions 1. Mandatory rules of ComC. 2. Contracts 3. Interpretory rules of ComC. 4. Commercial customary rules (applicable only for merchants). 5. General rules of CC (Art. 1 CC).

Commercial Enterprise (TCC art.11) commercial enterprise economic enterprise ee – ce = tradesman business tb

Requirements for Commercial Enterprise 1. Profit oriented aim. 2. Continuity. 3. Exceeding a Certain Size Limit. 4. Independence.

MERCHANT Real Person Merchant (TCC art.12) Legal Person Merchant (TCC art.16) 1- Commercial Companies Stock Corporation (A.Ş.); Limited Liability Company (Ltd.Şti.); General Partnership (Koll.Şti.); Partnership with Limited Liability (Kom.Şti.); Cooperatives (Koop.) 2- Foundations and Associations that operate a commercial enterprise.

Real Person Merchant Merchant is the person who even partially operates a commercial enterprise in his/her own name. A legal representative who manages a commercial enterprise in the name of another person (principal) is not deemed a merchant. In case of representation the principal is the merchant, even if he/she is minor or under inderdiction or commission.

A person who has announced to the public, that he has established a commercial enterprise either trough circulars, announcements, radio advertisements, newspapers, letters or who has registered his enterprise in the commercial registrys is considered merchants, even though he did not effectively start to manage the enterprise. This rule is accepted to protect the good faith of third parties who have believed in this announcement.

If a person managing a commercial enterprise does not have capacity to act, the legal representative is not considered a merchant, but the minor underguardianship is a mercant. But the legal repr. is liable of the penalty provisions. A person whose profession does not allow managing a commercial enterprise, such as a civil servant, is considered a merchant when he manages a comm. ent. and he will be liable as merchant.

Consequences of being a merchant *commercial firm name *register in commercial registry in 15 days starting from opening date (art.40) *bankruptcy *due diligince expected from a careful and prudent businessman *an invoice must be issued by the mercant upon sale of a product or providing a service (art.21) (proforma invoice is different than invoice) * letter of confirmation (art.21)

* a merchant providing service concerning his commercial enterprise has the right to request an appropriate fee for his performance (art.20) * special rules for sale contracts are regulated in art. 23. *the notices and announcements among merchants to put each other in default or annul the contract shall be made by notary, registered mail, telegram or secured elect. Sign.

Merchant can not request from the court a reduction in the amount of the penalty clause.