Introduction

Commercial law governs the broad areas of business, commerce and consumer transactions. It involves issues that arise during the course of running a business at any stage of its commercial cycle.

As a civil law country, Turkey’s legal system comprises codified sets of rules or legislations. In the area of commercial law, these rules are covered in several pieces of legislation and are grouped under two main sources of law: written and unwritten sources of law.

This article will give an overview of the main sources of commercial law in Turkey.

1. Written Sources of Law
   • Turkish Commercial Code Law No. 6102 (TCC)

The TCC, which was enacted on 1 July 2012, is the main legislative framework on commercial law. Its aim is to develop commercial law, while at the same time, harmonising Turkish law with European Union laws. TCC covers the following six (6) areas:

• Commercial Enterprises (Articles 11 to 123). The TCC defines a commercial enterprise as an enterprise that goes beyond the scope of an artisanal or “craftsman” enterprise, aims to generate profit and continuously and independently realises its activities. This concept is of particular importance as it plays a role in a range of issues from defining a “merchant” to a “commercial transaction”, as well as determining the scope of a limited general partnership and limited partnership business.
• Commercial Companies (Articles 124 to 644). This section provides for the types of companies that are recognised under the TCC. The most common forms are joint stock companies and limited liability companies.
• Negotiable Instruments (Articles 645 to 849). Examples of these include cheques and promissory notes. Both are important payment instruments in commercial law.
• Issues of Transportation (Articles 850 to 930). This section provides general rules governing transportation. It also deals with issues on, inter alia, the carriage of goods, passengers and freight forwarding.
• Maritime Commerce (Articles 931 to 1400). This section covers both international conventions that Turkey has chosen to abide by, and domestic law.
• Law of Insurance (Articles 1400 to 1520). This section includes provisions on insurance contracts and the supervision and regulation of insurance law.

Note: The Turkish Code of Obligation (TCO) is also recognised another main source of commercial law.

• Turkish Protection of Competition Code Law No. 4054 (TCPC)

The Turkish Constitution safeguards the country’s competitive business environment in ensuring the State takes necessary steps to prohibit any instance of unfair competition. With this idea in mind, the TCPC was passed. The TCPC’s aim is to prevent restrictive agreements and concerted practices, abuses of dominance and mergers and acquisitions that either create or strengthen a dominant position in the market.

• Turkish Capital Market Law No. 6362 (TCML)

Alongside the TCC is the TCML, which establishes the rules governing capital markets. These include ensuring the functioning and development of capital markets in a secure, transparent, efficient, stable, fair and competitive environment. It also seeks to protect the rights and interests of investors.

• Turkish Law of Checks Law No. 5941 (TLC)

This law applies to the inter alia, use of cheques, content of cheque books, protection of cheque bearers, and sanctions for when non-sufficient funds and breach of other liabilities in the law.

2. Unwritten Sources of Law

These are essentially customary commercial law and commercial practices that have developed over many years.

3. Legislative Relations

The relations between these laws is important to developing a comprehensive body of commercial laws. For instance, the TCC references the TCL in answering certain legal questions (for example, issues about cheques). The TCL also recognises the TCO as the fifth book, and is a part of the TCL.

Conclusion

This article highlighted the key legislations within the Turkish commercial law framework, and in some instances, illustrated the relationship between them. Indeed, these rules are needed for the effective functioning and development of commercial law in Turkey.