İÇİNDEKİLER
Table of Contents
Foreword 7
CHAPTER ONE
COMMERCIAL ENTERPRISE / BUSINESS LAW
I. INTRODUCTION TO TURKISH COMMERCIAL LAW 17
A. Concept of Commerce 17
B. Unique Character of Commercial Law 17
C. Classification of Commercial Law 18
D. Relationship between Commercial Law and Economic Law 18
E. Globalisation of Commercial Law 19
F. History of Commercial Law 20
G. Structure of the Turkish Code of Commerce 21
H. Commercial Law Systems 21
1. Subjective System 22
2. Objective System 22
3. Modern System 22
4. Turkish Code of Commerce’s Unique Character 22
II. COMMERCIAL ENTERPRISE 23
A. Conceptual Elements of Commercial Enterprise 23
B. Asset Elements of Commercial Enterprise 23
C. Structural Elements of Commercial Enterprise 24
1. Centre 24
2. Branch 25
a. d Elements of Branch 25
b. Consequences Connected to Being a Branch 25
D. Transfer of Commercial Enterprise 26
1. Essentials of Transfer of Commercial Enterprise 26
2. Scope of the Commercial Enterprise Transfer 27
3. Legal Consequences of the Commercial Enterprise Transfer 27
III. COMMERCIAL AFFAIR 28
A. Conceptual Elements of Commercial Affairs 28
B. Particular Legal Consequences of Having the Nature of Commercial Affair 29
1. Presumption of Joint Liability 29
2. Presumption of Joint Surety / Bail 29
3. Different Provisions Related to Interest in Commercial Affairs 30
IV. COMMERCIAL PROVISIONS / TERMS 31
V. COMMERCIAL JURISDICTION 31
A. Commercial Cases / Lawsuits 31
1. Absolute Commercial Cases 32
2. Commercial Cases Arising from Remittance Agreement, Retention Agreement and the Copyright 32
3. Relative Commercial Cases 32
B. Competent Courts in Commercial Litigation 32
C. Special Procedural Rules to be Applied in Commercial Cases / Lawsuits 33
VI. MERCHANT (TRADER) 34
A. Real Person Merchant 34
B. Legal Person (Entity) Merchants 35
1. Commercial / Trading Companies 35
2. Associations 35
3. Foundations 35
4. Public Economic Enterprises 35
C. Consequences Linked to Being Merchant 35
1. Being Subject to Bankruptcy 36
2. Keeping Commercial Books 36
3. Being Subject to Commercial Customs 36
4. Obligation to Behave like a Prudent Businessman 36
5. Using a Trading Name 36
6. Ability to Charge Fee and Interest 37
7. Fulfilling the Registration Obligation 37
8. Benefiting from the Right of Stoppage Easily 37
D. Exceptional Provisions that can be applied to Artisans 37
VII. MERCHANT ASSISTANTS 38
A. Types of Merchant Assistants 38
1. Commercial Representative 38
2. Commercial Agent 38
3. Marketer 39
4. Broker 39
5. Agent 39
6. Arbitrager 39
7. Freight Forwarder 40
B. Classifications of Merchant Assistants 40
1. Dependent merchant assistants – Independent merchant assistants 40
2. Merchant assistants who have a permanent relationship with the merchant – Merchant assistants who have a temporary relationship with the merchant 40
3. Merchant assistants regulated in the Turkish Code of Obligations–Merchant assistants regulated in the Turkish Code of Commerce 41
VIII. TRADE REGISTRY 41
A. Transactions in the Trade Register 41
1. Types of Trade Register Transactions 41
2. Trade Register Procedure 42
3. Possible Results of the Examine by Trade Registry Office 43
4. Temporary Registration 43
5. Effects of Registration 43
a. Founding–Explanatory Effect of Registration 43
aa. Founding Effect of Registration 43
bb. Explanatory Effect of Registration 44
b. Positive–Negative Effect of Registration 44
aa. Positive Effect of Registration 44
bb. Negative Effect of Registration 44
B. Announcement 44
IX. COMMERCIAL BOOKS 45
A. The Scope (Elements) of the Commercial Bookkeeping Obligation 45
B. Preserving the Commercial Books 46
C. Legal Consequences as Sanctions of Non–Performance of Commercial Bookkeeping Obligation 46
D. Evidence Capacity of Commercial Books 47
X. CURRENT ACCOUNT 47
A. Current Account Contract 47
B. The Functioning of Current Account 48
C. Termination of Current Account 48
XI. TRADING NAME AND BUSINESS NAME 49
A. Trading Name 49
1. Format of Trading Name 49
a. Core of the Trading Name 49
b. Appendix of the Trading Name 50
2. Effect of Trading Name Registration 50
B. Business Name 50
XII. UNFAIR COMPETITION 51
A. Unfair Competition Practices 51
B. Legal Consequences of Unfair Competition 51
CHAPTER TWO
COMPANY LAW
I. CONCEPT OF THE COMPANY 53
A. Definition 53
B. Elements 53
1. Personal Element 53
2. Asset Element 54
3. Contract Element 55
4. Common Purpose Element 55
5. Active Effort Element 56
C. Classification of the Companies 56
1. Companies With Legal Personalities – Companies Without Legal Personalities 56
2. Companies According to the Laws in which They Are Regulated 57
3. Companies Subject to Limited Liability – Companies Subject to Unlimited Liability 57
4. Personal Companies – Capital Companies 57
II. ORDINARY PARTNERSHIPS 58
A. Characteristic Features of Ordinary Partnerships 58
B. General Features of Ordinary Partnerships 58
C. Establishment of Ordinary Partnerships 58
D. Functioning of Ordinary Partnerships 58
1. Management of Ordinary Partnerships 58
2. Representation of Ordinary Partnerships 59
3. Property Regime in Ordinary Partnerships 59
4. Share of Profit and Loss by the Partners 59
E. Right for Audit and Duty of Loyalty of the Partners 60
F. Liability Regime in Ordinary Partnerships 60
G. Termination of Ordinary Partnerships 60
III. GENERAL PROVISIONS OF COMMERCIAL COMPANIES 61
A. Determination and Classification of Commercial Companies 61
B. Capacity of the Commercial Companies to Acquire Rights and Undertake Debts 62
C. Capital Investment Liability for the Partners in Commercial Companies 62
D. Claims of Personal Creditors of the Partners of the Commercial Companies 63
E. Structural Changes in Commercial Companies 63
1. Merger 63
a. Types of Mergers 63
b. Preconditions for Merger 64
c. Stages of Merger 64
2. Type Change (Conversion) 65
a. Preconditions for Type Change 65
b. Stages of Type Change 65
3. Division 65
a. Division Forms 65
b. Preconditions of Division 66
c. Stages of Division 66
IV. JOINT–STOCK COMPANIES 66
A. General Features of Joint–Stock Companies 66
B. Establishment of Joint–stock Companies 67
C. Bodies (Organs) of Joint–Stock Companies 68
1. General Assembly 68
2. Board of Directors 69
D. Audit in Joint–Stock Companies 70
E. Capital System in Joint–Stock Companies 70
F. Capital Shares 71
G. Termination of the Joint–Stock Companies 71
1. Reasons for Termination 71
2. Moment of the Termination 72
V. LIMITED LIABILITY COMPANIES 72
A. General Features of Limited Liability Companies 72
B. Establishment of the Limited Liability Companies 73
C. Bodies of the Limited Liability Company 74
1. General Assembly 74
2. Directors 74
D. Capital Shares in Limited Liability Companies 75
E. Termination of Limited Liability Companies 75
1. Reasons for Termination 75
2. Moment of the Termination 76
CHAPTER THREE
NEGOTIABLE INSTRUMENTS LAW
I. CONCEPT OF NEGOTIABLE INSTRUMENTS 77
A. Definition 77
B. Elements 77
1. Bill (Deed) 77
2. Right 78
3. Close and Strong Relationship Between Bill and Right 78
C. Characteristic Features of Negotiable Instruments 78
1. Abstractness 78
2. Limited Number (Numerus Clausus) Principle 79
3. Subject to Strict and Aggravated Form Conditions 79
D. Classification of the Negotiable Instruments 79
II. NEGOTIABLE INSTRUMENTS ACCORDING TO TRANSFER FORMS 80
A. Negotiable Instruments Written to the Register (Name) 80
B. Negotiable Instruments Written to the Order 81
C. Negotiable Instrument Written to the Bearer 81
D. Type Change of Negotiable Instruments 81
E. Cancellation of Negotiable Instruments due to Loss 82
III. COMMERCIAL BILLS 82
A. Types of Commercial Bills 82
B. Characteristic Features of Commercial Bills 83
C. Relationship Between Commercial Bills and Basic Debt Relationship 84
D. The Capacity ment for Commercial Bills 85
IV. FORM ELEMENTS FOR THE VALIDATION OF COMMERCIAL BILLS 85
A. Bill of Exchange 85
B. Promissory Note 86
C. Cheque 87
V. THE FUNDAMENTAL INSTITUTIONS AND CONCEPTS OF COMMERCIAL BILLS 89
A. Institution of Acceptance in Bill of Exchange 89
B. Transfer of Commercial Bills 89
C. Bill Guarantee in Commercial Bills 90
D. Payment in Commercial Bills 91
E. Non–Payment of Commercial Bills 92
F. Application Right 92
G. Statute of Limitations in Commercial Bills 93
H. Exceptional Claim Ways in Case of Loss of Right in Commercial Bills 93
I. Special Regulation of Cheque in Cheque Code Numbered 5941 94
SAMPLE QUESTIONS 95
Multiple Choices Questions (Fill in the blanks with the correct choice) 105
Commercial Law I 109
Commercial Law II 145
Commercial Law III 177
RECOMMENDED RESOURCES 197
1. Commercial Enterprise / Business Law 197
2. Company Law 197
3. Negotiable Instruments Law 198 |
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