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According to Turkish Law of Obligations Code, some specific kind of contracts must be in written. However, it is advised to make all contracts in written for resolution of the possible disputes and proving reasons. The points that should be taken into consideration when drafting a contract can be summarized as follows:
The object and the subject of the contract
Duration of the contract
Rights and obligations of the parties
In case there is an obligation to make a payment, the amount, currency, date, type of the payment and who and where to make the payment should be stated clearly.
In case a party fails to meet financial and/or contractual obligations, penalty clause and the amount or default interest and the ratio should be added in the contract.
The rights and obligations of the parties should be stated in detail to avoid any confliction.
Dispute resolution way should be determined.
The termination of the contract, conditions and form of the termination and the rights and obligations of the parties after termination
The first issue that the new entrepreneurs should decide on while founding a company, is the type of the company. According to Turkish Commercial Code a company can be established as a proprietorship, a limited liability corporation or a joint-stock company. The documents needed, the capital of the company, the number of the shareholders and their liabilities will be determined according to the type of the contract.
Please contact to our Law Office if you may need detailed information on the documents that should be obtained, the capital of the company, the number of the shareholders and their liabilities.
Generally, the points should take into consideration while founding a company can be summarised as follows:
As a first step, a commercial name should be chosen and this commercial name should be detected through Central Registration System and Turkish Commercial Registry Gazette to find out if the chosen commercial name is in use.
The company location, object and subject should be determined.
All company formation transactions shall be done through MERSİS (Central Registration System).
The company shareholders and their authorizations should be determined.
The capital of the company and the shares of the shareholders should be determined.
The board of directors and the board of supervisors should be determined according to the type of the company.
The articles of association of the company should be drafted on MERSİS, should be checked and notarized.
Following the mediation clause that came into force last year in labour lawsuits, on 1st of January 2019 mediation clause also came into force for commercial lawsuits before filing a lawsuit at the courts. According to the Turkish Commercial Code article 5/A, the commercial lawsuits about debt collections and compensations shall be subjected to mediation. In other words, according to this new legislation, applying for mediation before filing a lawsuit before courts became mandatory.
Within this scope the commercial lawsuits subjected to mediation are as follows:
Lawsuits that are stated as absolute commercial lawsuits according to the Turkish Commercial Code numbered 6102 article 4.
Debt collection and compensation lawsuits about acquisition of assests or enterprises, merger and tranformation of enterprises.
Debt collection and compensation lawsuits arising from noncompetition clauses.
Lawsuits about lend upon pawn
Debt collection and compensation lawsuits arising from publishing contracts.
Debt collection and compensation lawsuits arising from letter of credit and order of credit.
Debt collection and compensation lawsuits arising from commission contracts.
Lawsuits about commercial agents and trader assistants.
Debt collection and compensation lawsuits arising from remittance contracts.
Debt collection and compensation lawsuits arising from storage contracts.
Debt collection and compensation lawsuits related to commercial enterprises according to Intellectual Property Law.
Debt collection and compensation lawsuits arising from the places related to commerce such as stock markets, fairs, exhibitions, markets and warehouses.
Debt collection and compensation lawsuits regarding banks, other loan institutions, financial corporations and lawsuts arising from loan transactions.
Turkish Labour Code gives a right to terminate an employment contract both to employees and employers. However this right must be used by following some specific procedures as it is stated in the Labour Code.
This right of termination can be used without any reason or notice in the trial period (the trial period can ve 2 months at most) of the employee.
The employer has the obligation of terminating an employment contract by giving a notice to the employee according to the employee’s seniority.
Employer may terminate the employee’s employment contract with a rightous cause in six workdays following the date of the discovery of the rightous cause.
Employees subjected to employment security have right to file a reemployment lawsuit.
The termination notice must be in written and the termination cause must be certain and clear. In case the employee avoids to recieve the termination notice, the termination must be served via notary.
The employee’s written defence must be taken, in case the employee’s contract is terminated due to performance or behaviour.
After termination of the employment contract, an employee has right to file a lawsuit before labour courts in any case. Only possible way to avert a lawsuit is to make a mutual agreement with the employee via mediation. Our law Office provides legal services for such mutual agreements.
The time limit for filing a lawsuit in accordance with the Code of Administrative Procedure is sixty days before State Council and administrative courts and thirty days before tax courts in case there is no other time limits indicated in private codes. These periods vary depending on whether the administration rejects the application or remains silent during the period of response.
Before filing an administrative lawsuit by the concerned parties, removal, rectification, alteration or a new procedure may be requested from the supreme authority, if there is no supreme authority, from the authority that has made the proceedings within the time limit of filing the administrative lawsuit. Although this application is called “preliminary decision” in administrative law, it is a prerequisite for a preliminary decision in some disputes. This application stops the time limit for filing administrative lawsuit. If no response is given within sixty days, the request is deemed rejected (implied rejection). In case the request is rejected or deemed rejected, the time limit for the proceedings will start again and the period passed until the application date will also be taken into consideration.
In administrative disputes, these timelimits start following the service of the written notice or the end of the response period of the administrative where the administration remains silent. In tax disputes, these timelimits start following the collection of the taxes or the service of a notice or the payment where the tax is accrued via deduction or the reigstration where the tax is accrued via registration and the service date of a decision where the administrative shall file a lawsuit about this decision.
Omer Faruk HANSU
He is a member of Istanbul Bar Association. Lawyer Omer Faruk Hansu is graduated from Istanbul University, Faculty of Law and is the founder and manager of Hansu Law Office…
Commercial and Corporate Law, Insurance and Compensation Law, Enforcement and Bankruptcy Law, Competition Law, Labor Law, Privatization Law…
EBRU OZDURAN is graduated from, Izmir Dokuz Eylul University Faculty of Law in 2008. She has completed her internship in Izmir Bar Association…
FATMA CIMEN is graduated from Marmara University, Faculty of Law in 2014 and has completed her legal traineeship in a boutique law firm …
Yagmur Eroglu OYMAK
YAGMUR EROGLU OYMAK graduated from Kocaeli University Faculty of Law in 2016 and completed her master’s degree education under …