Corporate and Commercial Law

Definition

Corporate and commercial law is the body of rules governing the formation of the commercial enterprise (ticari işletme), shareholding structures, commercial contracts and the liability of the merchant. Its principal text is the Turkish Commercial Code (Türk Ticaret Kanunu), Law No. 6102 (13 January 2011).

In the field of precious metals and foreign exchange, this branch operates not on its own but as part of the licensing regime. In this sector, the company's legal form, capital structure and share arrangements are not a matter of choice but a condition of the operating licence (faaliyet izni).

How this area works — three points of intersection

1 · Company structure is a licensing condition

In the precious metals sector, the form of the company is set by legislation. For refineries, for example:

• Being incorporated as a joint stock company
• Having the word "refinery" (rafineri) in the trade name in the articles of association
• All shares being registered and issued for cash
• The articles of association complying with the provisions of the relevant communiqué (tebliğ)

Precious metals brokerage houses, for their part, must obtain an establishment permit (kuruluş izni) and an operating licence from the Ministry and then a Borsa İstanbul membership certificate; the minimum capital is set in the Regulation, and the collateral and membership conditions in the exchange's rules.

For this reason, the articles of association are not an ordinary incorporation document but part of the licence file.

2 · The qualifications of shareholders and managers are scrutinised

The requirements for founding shareholders and for persons holding 10% or more of the shares are listed in the legislation: bankruptcy and concordat status; not having been convicted of certain offences; not having been a shareholder or manager, within the last year, of a refinery whose operating licence was revoked under subparagraph (ç) of Article 18(1) of the Communiqué; not having been subject to an administrative sanction under Article 3(5) of Law No. 1567 on the Protection of the Value of Turkish Currency (1567 sayılı Türk Parasının Kıymetini Koruma Hakkında Kanun); having no overdue debts under Law No. 6183; and the necessary financial strength and integrity.

This is a layer of scrutiny not found in classical company law: the identity of the shareholder affects the company's operating licence.

Foreign currency contracts — not an absolute prohibition

This is the most widely misunderstood topic in this area.

The restriction on foreign-currency-denominated contracts (dövizle sözleşme yasağı) does not derive directly from a law. The chain of legal bases is as follows:

The restriction applies only where two conditions are met together

• The parties must be persons resident in Türkiye (Türkiye'de yerleşik kişi)
• The contract must be one of certain types of contract

The exceptions include export contracts, foreign-currency-earning service contracts and contracts linked to foreign trade. In this way, the basic principle of freedom of the foreign exchange regime is not entirely eliminated.

A contract in foreign currency and payment in foreign currency are separate concepts

• Decree No. 32 generally adopts the principle of freedom in foreign currency transactions
• Even where the contract must be denominated in Turkish lira, the payment mechanism is assessed under a different legal framework
• Where there is a link to foreign trade, export and import rules are examined separately

This distinction is an important practical rule in foreign exchange legislation.

Sanction. The sanction for non-compliance is an administrative fine under the first paragraph of Article 3 of Law No. 1567.

Design and trade marks in jewellery

Craft is not protected; registration is

The strength of Turkish jewellery making lies in handcraft. Over the years, a master craftsman turns a cutting technique learned from his journeyman into his own style, and that style becomes known in the market. The law, however, protects not the style but the registered right.

The sector's value is created in production; keeping that value is achieved through trade mark and design registration. What determines the commercial worth of a collection in the long run is often not the quality of the craftsmanship but the fact that the craftsmanship has been legally claimed.

This section explains when a piece of jewellery is protected and when the right is infringed.

When is a piece of jewellery protected?

Under Turkish law, design protection arises in two ways. Both are real, but one is much weaker than the other.

What does this mean in practice? When you exhibit a collection at a trade fair, unregistered protection begins automatically, but it ends after three years and protects you only against copying (copying of the identical design, or of one so similar that it cannot be distinguished in terms of overall impression). If a competitor brings out a product that closely resembles your design but can argue that it did not copy it, unregistered protection is of no use.

With a registered design, there is no copying requirement: if the overall impression it produces on the informed user is the same as that of your design, the right has been infringed.

Conditions of protection — novelty and individual character

For a design to be protected, two conditions must be met together:

• Novelty — an identical design must not have been made available to the public before
• Individual character — the overall impression it produces on the informed user must differ from that of designs previously made available to the public

The trade mark side

Trade mark protection lasts ten years from the filing date and is renewed in ten-year periods. The renewal request is made within the six months before the expiry of the protection period, and the fee is paid within the same period. If this period is missed, renewal is possible within an additional six-month period, subject to payment of an additional fee.

In jewellery making, a trade mark is not just a name: the hallmark, the emblem and the distinctive sign on the piece are also the subject of trade mark law. The emblem and hallmark required by refinery and assay office (ayar evi) legislation are, at the same time, registrable signs.

When is a design right infringed?

In the case of a registered design, producing, placing on the market, selling, importing, holding for commercial purposes or using a product in which the design is used, without the right holder's consent, constitutes infringement.

In the case of an unregistered design, by contrast, copying is required for there to be infringement; a similar design developed independently does not count as infringement.

Three sector-specific risks

Does it concern you?

• Does my company carry out an activity subject to a licence? (refinery, intermediary institution, authorised institution (yetkili müessese), assay office)
• Do my articles of association contain the elements required by the licensing legislation?
• Am I planning a share transfer? Does the new shareholder meet the licensing conditions?
• Am I entering into a contract in, or indexed to, foreign currency with a party resident in Türkiye?
• Have I registered my trade mark and my design?

Regulations governing this area

Intersection with other areas

Practical guide — analysing a foreign currency contract

Steps to follow when drawing up a contract in foreign currency:

Core principles

• In this sector, the articles of association are not an incorporation document but part of the licence file.
• The identity of the shareholder affects the company's operating licence.
• The foreign currency contract regime is not an absolute prohibition; it rests on the concept of residency and must be assessed within the hierarchy of rules.
• The currency of the contract and the currency of payment are separate legal questions.

Frequently asked questions

Can two companies resident in Türkiye enter into a contract in foreign currency?

As a rule, they cannot for certain types of contract. However, this is not an absolute prohibition. The restriction applies only between persons resident in Türkiye and only to certain types of contract. Export contracts, foreign-currency-earning service contracts and contracts linked to foreign trade fall within the exceptions.

Which law does the restriction on foreign currency contracts come from?

It does not come directly from a law. The chain of legal bases: Law No. 1567 (powers and sanctions) Decree No. 32, Article 4(g) and Provisional Article 8 (general restriction) Communiqué No. 2008-32/34, Article 8 (technical implementation and exceptions).

What does "person resident in Türkiye" mean?

Under Article 2 of Decree No. 32, these are natural and legal persons whose legal place of residence is in Türkiye, including Turkish citizens working abroad as employees, self-employed professionals or independent business owners. Whether a person is resident cannot be determined solely from an identity card or passport; particular care is required on this point.

My contract is in TRY; can I make the payment in foreign currency?

A contract in foreign currency and payment in foreign currency are separate concepts. Even where the contract must be denominated in Turkish lira, the payment mechanism is assessed under a different legal framework. Where there is a link to foreign trade, export and import rules are examined separately.

Why must a refinery be a joint stock company?

Because this is not a commercial choice but a licensing condition. The relevant Communiqué makes mandatory the joint stock company form, the word "refinery" in the trade name, shares that are registered and issued for cash, and articles of association that comply with the provisions of the Communiqué.

What should I look out for when taking on a new shareholder?

In activities subject to a licence, the shareholder's qualifications are a licensing condition. For a person who will hold 10% or more of the shares, the following are required: bankruptcy and concordat status; not having been convicted of certain offences; (for refineries) not having been a shareholder or manager, within the last year, of companies whose operating licence was revoked on certain grounds; having no overdue debts under Law No. 6183; and financial strength.

If I do not register my design, is it not protected at all?

It is protected, but only to a limited extent. Unregistered designs first made available to the public in Türkiye are protected for three years from the date on which they are first made available to the public. However, this protection is only against copying, and the burden of proving that the design was copied lies with the right holder.

How long is a registered design protected?

Five years from the filing date; renewable in five-year periods up to a maximum of twenty-five years.

I exhibited my collection at a trade fair; have I lost my right to register?

No. Where the design is made available to the public by the designer, a twelve-month period is allowed for filing a registration application. If you file within this period, your own disclosure does not destroy novelty. However, if the period is missed, the possibility of registration is closed.

A competitor has brought out a product similar to my design; can I bring a lawsuit?

The answer depends on whether the design is registered. With a registered design, there is no copying requirement; if the overall impression on the informed user is the same, the right has been infringed. With an unregistered design, by contrast, you must prove that your design was copied in order for there to be infringement; a similar design developed independently does not count as infringement.

For how many years is my trade mark protected?

Ten years from the filing date. It is renewed in ten-year periods. The renewal request is made within the six months before the expiry of the protection period; if this is missed, an additional six-month period is granted subject to an additional fee.

An article-by-article assessment of these rules, with practical examples, can be found in Kambiyo Mevzuatı Rehberi [Guide to Foreign Exchange Legislation] (R. Bülent Demirbağ / M. Abdullah Türkkan, Vedat Kitapçılık, 2026), co-authored by our founder.