A map of its six books, merchant duties, the capital deadline now extended to 31 December 2027 and the provisions that decide shareholder disputes.
Most foreign investors meet the Turkish Commercial Code long before they meet a Turkish court. It decides what form their subsidiary can take and how much capital it needs, who may sign for it, how its general assembly must be called, how a limited company share can be transferred, what an unpaid supplier may charge in late interest and which cheque deadlines apply. When a joint venture turns sour, it is the same statute that decides whether a minority partner can force a meeting, annul a resolution or ask the court to dissolve the company.
This guide is a map rather than a commentary. It sets out how the Code is organised, the duties that come with merchant status, the company types and their capital, and then the provisions that decide shareholder disputes, with links to the detailed guides on this site that follow each of those provisions through a real dispute. Every article cited below has been checked against the consolidated text of Law No. 6102 published on the official legislation database.
What the Turkish Commercial Code Is and When It Applies
The Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu, “TTK”) was adopted on 13 January 2011, published in the Official Gazette of 14 February 2011 (No. 27846) and entered into force on 1 July 2012, replacing the 1956 Code No. 6762 (Articles 1533 and 1534). Its first article places it inside the civil law system: the Code is “an integral part” of the Turkish Civil Code No. 4721, and where a commercial matter has no specific commercial rule, the court applies commercial custom and, failing that, the general provisions (Article 1). In practice that means the Code of Obligations No. 6098 fills most gaps in contract matters.
Two definitions decide when the Code bites. A commercial business (ticari işletme) is one that carries on activities continuously and independently with the aim of generating income above the level set for artisan businesses, the boundary being fixed by Presidential Decision (Article 11). A merchant (tacir) is the person who operates a commercial business in its own name, even partly (Article 12). Commercial companies are merchants by virtue of their form (Article 16).
The Code also defines which disputes are commercial cases. Under Article 4, these are civil actions arising from matters concerning the commercial businesses of both parties, and, regardless of whether the parties are merchants, actions arising from matters regulated in the Code itself and in a list of provisions of other statutes. Classification matters because commercial cases go to the commercial courts of first instance (asliye ticaret mahkemesi) and because, since Article 5/A was added by Law No. 7155 in 2018, most commercial money claims must first go through mediation.
Is there an English translation of the Turkish Commercial Code?
Not an official one. The only binding text of Law No. 6102 is the Turkish text, which the Presidency keeps in consolidated form, with every amendment noted, on the Mevzuat Bilgi Sistemi. We are aware of no public body that maintains a complete English translation. What circulates in English is either partial or a private translation frozen at a fixed date:
| Source | Coverage | Status |
|---|---|---|
| Mevzuat Bilgi Sistemi (mevzuat.gov.tr), Law No. 6102 | The whole Code, consolidated, in Turkish | Official and binding |
| Insurance Association of Turkey (Türkiye Sigorta Birliği) | The Sixth Book (insurance law) only | Unofficial English translation |
| Tim Drayton, legal translator | Articles 1350–1400 (arrest of ships), as the text stood on 28 June 2024; the translator states that he no longer checks for amendments | Unofficial, partial |
For the parts a foreign shareholder usually needs, this guide sets out the provisions in English with their article numbers: the six books below, company types and minimum capital, governance of joint stock and limited companies, and the rules behind shareholder disputes. Each article number can be checked against the consolidated Turkish text before it is relied on. For the Civil Code, the Code of Obligations, the Code of Civil Procedure, the Enforcement and Bankruptcy Law and five other core laws, our guide to Turkish laws in English lists the official text and every English version we could verify.
The Six Books at a Glance
The Code has 1,535 articles. After ten preliminary articles it is divided into six books, followed by final provisions that begin with the procedural rule for company disputes.
| Part | Articles | What it governs | Where a foreign business usually meets it |
|---|---|---|---|
| Preliminary provisions | 1–10 | Relationship with the Civil Code, commercial custom, commercial cases, mediation as a precondition | Deciding whether a dispute is commercial and whether mediation comes first |
| Book One: Commercial Business | 11–123 | Commercial business, merchants, trade registry, trade names, unfair competition, commercial books, current accounts, agency | Registration, bookkeeping, unfair competition claims, distributor and agency relationships |
| Book Two: Commercial Companies | 124–644 | Collective, commandite, joint stock and limited companies, cooperatives, groups of companies, mergers, demergers and conversions | Forming and running a subsidiary, shareholder rights, board liability, exits and squeeze-outs |
| Book Three: Negotiable Instruments | 645–849 | Bills of exchange, promissory notes, cheques and other securities | Presentation periods and limitation periods for cheques and notes taken as security |
| Book Four: Carriage | 850–930 | Contracts of carriage, freight forwarding, passenger carriage | Loss, damage and delay claims in land transport |
| Book Five: Maritime Trade | 931–1400 | Ships, shipowners, charter parties, carriage of goods by sea, general average, ship arrest | Cargo claims and security against vessels in Turkish ports |
| Book Six: Insurance Law | 1401–1520 | Insurance contracts in general, property insurance, liability insurance, life and personal insurance | Coverage disputes and claims against insurers |
| Final provisions | 1521–1535 | Procedure in company disputes, company websites, late payment in supply transactions, entry into force | Simple procedure in shareholder actions, the website obligation, statutory late-payment rules |
Merchant Status: the Duties That Come With It
Article 18 attaches four duties to merchant status. A merchant is subject to bankruptcy for all of its debts, and must choose a lawful trade name, register its business with the trade registry and keep the commercial books the Code requires (Article 18(1)). It must act in all its commercial activities as a prudent businessperson (basiretli iş adamı) (Article 18(2)), a standard that makes it hard for a merchant to argue later that it did not understand the contract it signed. And notices between merchants that put the other side in default, terminate a contract or rescind it must be sent through a notary, by registered letter, by telegram or by registered electronic mail using a secure electronic signature (Article 18(3)).
The bookkeeping duty in Article 64 requires every merchant to keep its books so that its commercial transactions and its economic and financial position can be clearly seen. Capital companies subject to audit must open a website within three months of registration and dedicate part of it to the announcements the law requires (Article 1524). For foreign-owned subsidiaries, these are the provisions that tend to surface in due diligence and, later, in evidence: a default or termination notice sent by ordinary email may not have the effect the sender expected.
The Code also changes the default rules on late payment. In supply of goods and services between businesses, a debtor who does not pay on the agreed date falls into default without any warning notice (Article 1530(2)); an agreed payment term may not exceed sixty days unless a longer term is expressly agreed and is not grossly unfair to the creditor (Article 1530(5)). Our guide on when a 120-day payment term is void works through those rules on a real supply contract.
Company Types, Minimum Capital and the 31 December 2027 Deadline
Article 124 recognises five commercial companies: the collective company, the commandite company, the joint stock company, the limited company and the cooperative. Collective and commandite companies are partnerships of persons; joint stock and limited companies, together with the commandite company whose capital is divided into shares, are capital companies. The practical steps of forming one, from MERSİS to registration, are set out on our company formation in Turkey page.
| Joint stock company (anonim şirket) | Limited company (limited şirket) | |
|---|---|---|
| Liability of shareholders | Limited to the capital subscribed; the company alone answers for its debts (Article 329) | Shareholders are not liable for company debts; they owe their subscribed capital and any additional payment or ancillary obligations in the articles (Article 573) |
| Minimum number of shareholders | One (Article 338) | One (Article 573) |
| Minimum capital | TRY 250,000; TRY 500,000 initial capital for non-public companies under the registered capital system (Article 332 as raised by Presidential Decision No. 7887) | TRY 50,000 (Article 580 as raised by Presidential Decision No. 7887) |
| Transfer of shares | Depends on the share type and the articles of association | Written agreement with notarised signatures (Article 595) and, as a rule, general assembly approval |
| Main minority tools | Meeting and agenda requests at one tenth (Articles 411–412), special audit (Article 438), dissolution for just cause at one tenth (Article 531) | Exit for just cause (Article 638), protection against expulsion (Article 640) |
The capital figures deserve attention this year. The Code’s own text still shows TRY 50,000 for joint stock companies and TRY 10,000 for limited companies, but Presidential Decision No. 7887 of 24 November 2023 raised them to TRY 250,000 and TRY 50,000 respectively, and raised the initial capital of non-public joint stock companies under the registered capital system to TRY 500,000. Provisional Article 15, added by Law No. 7511 in 2024, then set a deadline for existing companies: joint stock and limited companies whose capital is below the new minimum must raise it by 31 December 2026, “otherwise they are deemed dissolved”. A registered-capital company that does not reach TRY 500,000 is deemed to have left that system. The Ministry of Trade has since extended both periods to 31 December 2027 by its Communiqué on extending the period for joint stock and limited companies to raise their capital to the new minimum amounts, published in Official Gazette No. 33403 of 17 October 2026.
To make compliance possible, the same provision removes the usual obstacles at the general meeting that approves the increase: no meeting quorum is required, the resolution passes by a majority of the votes present, and privileged shares cannot be used against it (Provisional Article 15(2)). The Ministry of Trade may extend the deadline by one year at a time, at most twice (Provisional Article 15(3)); it used the first extension in October 2026, so one further extension is possible, but a foreign parent should not assume it. For a group with several dormant Turkish subsidiaries, this is the most time-sensitive item in the Code this year, and for a minority shareholder it is a rare moment in which the majority cannot rely on quorum rules.
How a Joint Stock or Limited Company Is Governed
In a joint stock company, the general assembly meets in ordinary session within three months of the end of each financial year to elect officers, approve the financial statements and the board’s annual report, decide on the use of profit and the dividend, and discharge the board members (Article 409). The board of directors manages and represents the company. When the latest annual balance sheet shows that half of the sum of the capital and the legal reserves is lost, the board must call the general assembly at once and propose remedial measures; a loss of two thirds triggers stricter consequences (Article 376).
Dividends are a recurring source of conflict. Every shareholder is entitled to share in the net profit that the general assembly has resolved to distribute, in proportion to its shares (Article 507), but no dividend can be fixed until the legal reserves and any reserves required by the articles have been set aside (Article 523(1)); five per cent of the annual profit goes to the general legal reserve until it reaches twenty per cent of the paid-in capital (Article 519(1)). A majority that simply stops distributing profit is the subject of our guide to minority dividend rights.
A limited company has a general assembly and one or more managers. Its shares are less liquid by design: a transfer must be made in writing with signatures certified by a notary (Article 595), and the company agreement can grant a right to exit, while each shareholder can sue to leave the company for just cause (Article 638).
The Provisions Behind Shareholder Disputes
Shareholder disputes in Turkish companies tend to follow a small number of statutory routes. The table below lists them with the time limits and thresholds the Code sets, and links the detailed guide for each.
| Problem | Remedy | Threshold or time limit | Provisions | Detailed guide |
|---|---|---|---|---|
| The majority will not call a meeting or put an item on the agenda | Written request to the board, then a court order for the meeting | One tenth of the capital (one twentieth if public); court if no positive answer within seven business days | Arts. 411–412 | Shareholder disputes and minority rights |
| Facts are being hidden from shareholders | Special audit | If the general assembly approves, a court-appointed auditor may be requested within thirty days | Art. 438 | Shareholder disputes and minority rights |
| An unlawful general assembly resolution | Annulment action | Three months from the resolution date | Arts. 445–446 | Annulment of a general assembly resolution |
| Profits retained year after year | Challenge to the dividend resolution; claims based on the dividend right | Depends on the resolution; the annulment limit is three months | Arts. 507, 519, 523 | Minority dividend rights |
| Directors caused loss by breach of duty | Liability action by the company, shareholders or creditors | Two years from knowledge of the damage and the person liable; five years from the act at the latest | Arts. 553, 560 | Board liability and discharge |
| Deadlock between partners | Dissolution for just cause, or a court-ordered buy-out instead | One tenth of the capital (one twentieth if public) | Art. 531 | Deadlock and exit remedies |
| A partner wants out of, or is pushed out of, a limited company | Exit for just cause; action against an expulsion resolution | Action against expulsion within three months of notarial notice | Arts. 638, 640 | Expelling a shareholder from a two-member LLC |
| A limited company share changes hands | Validity of the transfer | Written form with notarised signatures | Art. 595 | Share transfer in a limited company |
| A parent holding 90% wants the rest | Squeeze-out right of the controlling company | At least 90% of shares and votes, and qualifying conduct by the minority | Art. 208 | Squeeze-out of minority shareholders |
| The parent abuses its control over a subsidiary | Claims within a group of companies | Depends on the loss and whether it was compensated | Arts. 195 onwards | Parent company liability in groups |
| A struck-off company still has unfinished business | Re-registration for supplementary liquidation | Application to the commercial court at the registered office | Art. 547 | Reinstating a struck-off company |
Two procedural rules sit behind that table. Article 1521 applies simple procedure to actions between shareholders and the company or among shareholders arising from the shareholding, and to actions against board members, managers, directors, liquidators and auditors. And under Article 5/A, a commercial case whose subject is a sum of money, compensation, the annulment of an enforcement objection, a negative declaration or restitution cannot be filed before an application to a mediator; the mediator must conclude within six weeks, extendable by at most two weeks. A shareholder claim for money therefore usually begins in a mediator’s office, while an annulment action against a resolution does not.
Where a shareholder’s real complaint is that the company’s value has been moved elsewhere, the Code’s company provisions meet the enforcement and civil law remedies discussed in our guide to piercing the corporate veil; where the partners’ relationship is governed by a contract, the starting point is our guide to shareholders’ agreements in Turkish joint ventures.
What Foreign Shareholders Should Check This Year
For a foreign parent or investor holding shares in a Turkish company, the following checklist follows directly from the provisions above.
- Capital against the new minimum. Compare the registered capital with TRY 250,000 (joint stock) or TRY 50,000 (limited), and TRY 500,000 for a registered-capital joint stock company, and complete any increase before 31 December 2027, the deadline as extended by the Ministry of Trade in October 2026 (Provisional Article 15).
- The ordinary general meeting. It must be held within three months of the end of the financial year (Article 409); a missing or defective meeting is the most common starting point of a later annulment action.
- Notices. Default, termination and rescission notices to Turkish merchants must use one of the channels in Article 18(3); an ordinary email is not one of them.
- Limited company transfers. A share transfer without notarised signatures does not meet Article 595, whatever the parties agreed abroad.
- Minority thresholds. If you hold at least one tenth of a joint stock company, you hold the meeting, agenda and dissolution rights in Articles 411, 412 and 531; below that threshold, your protection comes mainly from the annulment action and from the shareholders’ agreement.
- Time limits. Three months for an annulment action (Article 445), thirty days for a court-appointed special auditor after the general assembly approves (Article 438), and two and five years for director liability (Article 560) run whether or not the foreign shareholder was watching.
The Code rewards shareholders who act inside its time limits and document their position through the channels it prescribes. Most shareholder disputes that reach us were decided, in practice, months before the first hearing: by a meeting that was not challenged in time, a notice that was sent the wrong way, or a capital increase that nobody followed.
