29
Thu, Sep
48 New Articles

Turkey: Registration of Commercial Enterprises Owned by Ordinary Partnerships

Turkey: Registration of Commercial Enterprises Owned by Ordinary Partnerships

Turkey
Tools
Typography
  • Smaller Small Medium Big Bigger
  • Default Helvetica Segoe Georgia Times

Under the Turkish Commercial Code, a commercial enterprise is defined as an enterprise, operating continuously and independently, aiming to generate income which exceeds the income thresholds stipulated for tradesman (“esnaf” in Turkish) enterprises.

Pursuant to Communique numbered 2009/2 on the Registration of Commercial Enterprises Owned by Ordinary Partnerships (“Communique No.2009/2”), commercial enterprises managed by ordinary partnerships of two or more legal entities, can be registered in the trade registry upon the request of their partners, provided that the establishing agreement of the enterprise is realized in writing and notarized thereafter.

Scope of Registration

Pursuant to Communique No.2009/2, the mandatory content for the establishment agreement of the commercial enterprise is as follows;

  1. The commercial titles, address and authorized representatives of the legal entity partners of the ordinary partnership managing the commercial enterprise to be registered,
  2. The main aim of the ordinary partnership which is the management of the commercial enterprise,
  3. The title, address, scope and term of the commercial enterprise,
  4. The authorized representatives of the commercial enterprise and,
  5. The “pilot” or leader partner of the commercial enterprise

It is important to note that in addition to the foregoing, information such as the date of establishment, and MERSIS (Central Registration System) number of the commercial enterprise will have to be submitted during the online registration application. Despite the fact that the capital allocated for the commercial enterprise is not a mandatory field on the online registry application carried out through MERSIS, the trade registry deems capital subscription necessary as the “pilot” or leader partner of the commercial enterprise is determined accordingly.

Conditions for Registry

Communique No.2009/2 explicitly stipulates that the establishing agreement of the commercial enterprise needs to be carried out in writing and notarized in order to be registered. In addition to the foregoing structural requirement, the following material conditions should be met in order for the registry:

  1. Managing ordinary partnerships should consist of at least two commercial companies,
  2. The commercial enterprise should be jointly managed,
  3. The commercial enterprise should be managed by at least one ordinary partnership, and
  4. An application to the trade registry should be filed for the registration of the commercial enterprise.

In addition to the notarized agreement the trade registry requires additional supporting corporate documents such as registration petition, chamber registration declaration, filled out form of establishment regarding the commercial enterprise and the signature declarations of the commercial enterprise’s authorized representatives.

The establishing agreement concerning the commercial enterprise will be registered at the trade registry located at the address stipulated under the agreement and will be announced in the trade registry gazette thereafter.

Registration can be removed pursuant to the removal application to be filed by the partners of the ordinary partnership by submitting a notarized petition for removal or upon the termination of the commercial enterprise agreement provided that sufficient documentation is provided certifying the termination.

Conclusion

In light of the foregoing, given the abundance of commercial enterprises in a wide range of industries, Communique No.2009/2 allows some additional legal protection to the ordinary partnerships formed by capital companies.

The registration and announcement of certain substantial matters of the commercial enterprise such as its address, authorized representatives, the main area of practice, commercial title and such, improves commercial credibility and transparency.

By Gonenc Gurkaynak, Partner, Nazli Nil Yukaruc, Partner, and Beliz Inpinar, Associate, ELIG Gürkaynak Attorneys-at-Law

Turkey Knowledge Partner

NAZALI offers a broad range of services in the fields of Tax, Audit, Corporate and Commercial Law, Mergers & Acquisitions, Corporate Finance, Banking, Finance and Capital Markets, Protective Legal Services and Dispute Resolution, Personal Data Protection and Privacy, Social Security and Labor Law, Occupational Health and Safety, Competition Law, Intellectual Property Law and R&D, Compliance and White-Collar Crimes, Administrative Law, Real Estate Law, Customs and Foreign Trade, Accounting and Payroll, Financial Incentives and Advisory Services and Public Administration and Compliance through its partners, associates and consultants of different seniorities who have both public and private sector experience.

What sets NAZALI apart from others is that NAZALI offers a truly comprehensive service to its clients with experts from different disciplines working collaboratively as a team under one roof enabling us to evaluate all dimensions of legal matters together with financial and technical matters.

The services that NAZALI provides to its clients include the most appropriate solution with the support of technical departments specialized in their fields. In this context, NAZALI associates are supported by NAZALI technical team and work alongside the experts in the fields of finance, social security and customs matters. NAZALI has set out with the aim of providing the most efficient and comprehensive solution for its clients by adapting to the developing conditions and happily gained the trust of its clients by never compromising the quality of service.

As conditions continuously evolve, NAZALI always aims to further itself remaining true to its motto “GROW WITH KNOWLEDGE” and has set out with the aim of providing the most efficient and comprehensive solution for its clients by adapting to the developing conditions and happily gained the trust of its clients by never compromising the quality of service.

Firm's website: http://www.nazali.com

Our Latest Issue