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COMMERCIAL LAW
5
Commercial Enterprise
The term commercial enterprise is defined and concretized. The term
continues to be the center of the Commercial Enterprise Section.
Commercial Registration became more transparent and central; the
establishment of a data bank is foreseen. The responsibility of the State
for the registers is accepted, and the positive function of the register is
regulated in a more detailed way.
The provisions with regard to unfair competition have been
fundamentally modified by using Swiss Law. The list of the acts which
constitute unfair competition was expanded, and standardized terms
of contract were covered. The responsibility stemming from unfair
competition was aligned with intellectual property law.
Goodwill compensation was regulated for the first time.
The use of commercial books as proof, which is common under
Turkish Law but which is incompatible with general practice in the world,
was removed. However, their use as discretionary evidence continues.
Out-of-date commercial brokerage, which had lost its relevance, was
entirely removed from the Code since it is already regulated in the Draft
Code of Obligations which was accepted by Grand National Assembly of
Turkey on January 11, 2011.
Commercial Companies
The most fundamental changes were made in this area of law.
Regarding general provisions, the principle of “ultra vires” (the invalidity
of transactions that companies perform which are out of their scope of
activities) was abandoned by taking into account the directive of the
European Economic Community (EEC). New assets (electronic forms,
domains, names, brands) were adopted as capital to be invested for
commercial companies.
Merger and the change of form of companies were regulated in a
detailedway in accordancewith the directives of the EuropeanCommunity
(EC). The procedures were rendered more transparent and secure by way
of simplification, and creditors and other rightful persons were protected.