Turkish Commercial Code No. 6102

Introduction to the Turkish Commercial Code (TCC No. 6102)

What Is the Turkish Commercial Code No. 6102?

Adopted on 13 January 2011 and officially published on 14 February 2011, the Turkish Commercial Code (Law No. 6102) entered into force on 1 July 2012, replacing the former Law No. 6762. For businesses searching for the commercial code in Turkey, Law No. 6102 is the central statute governing commercial enterprises, corporate entities, negotiable instruments, maritime, and insurance operations. Its implementation marked a significant modernization of Turkish corporate law, bringing the legislative framework closer to international business standards.

Scope, Entry into Force, and Fundamental Principles

The scope and application of the TCC are established in its introductory provisions (Articles 1–10). Where the TCC or another applicable commercial provision does not resolve an issue, Article 1 directs the court to commercial customs and, where no applicable custom exists, to general legal provisions.

Interplay Between the TCC No. 6102 and the Turkish Code of Obligations (TBK No. 6098)

To correctly interpret Turkish commercial law, it is essential to understand the relationship between the TCC and the Turkish Code of Obligations (Law No. 6098). The TCC contains special rules applicable to commercial matters, while the TBK provides the general framework for obligations and contracts. In practice, the two statutes operate together: the applicable TCC provisions take precedence where a specific commercial rule exists, while relevant TBK provisions govern matters not specifically regulated by the TCC (such as the fundamentals of contract formation, interpretation, and breach).

Who Qualifies as a Merchant (Tacir) Under Turkish Law?

Regulated under Articles 11 to 16, acquiring merchant (tacir) status is a foundational concept. A natural person who operates a commercial enterprise in their own name generally acquires merchant status under the TCC. Additionally, commercial companies are considered merchants under Article 16. A pivotal concept governing these entities is found in Article 18—the “prudent businessperson” standard—which requires all merchants to act with foresight and care in their commercial activities.

Structural Overview: The Six Books of the Turkish Commercial Code

The TCC is organized into six books, covering Articles 11–1520, following the Code’s general provisions in Articles 1–10. Articles 1521–1535 contain the final provisions.

Book One – Commercial Enterprise: Merchants, Trade Registry, Trade Names & Unfair Competition

Spanning Articles 11 to 123, Book One establishes the foundation of commercial operations. It structurally defines the commercial enterprise and merchant status, establishes the rules governing the Trade Registry, protects trade names, regulates unfair competition, and outlines the legal framework for commercial agents and current accounts.

Book Two – Trading Companies: Statutory Foundation of Corporate Entities

Articles 124 to 644 form the statutory foundation for corporate law. This book dictates the establishment, management, structural changes, and liquidation of commercial companies. It introduces regulations for groups of companies and sets the legal procedures for corporate mergers, divisions, and conversions.

Book Three – Negotiable Instruments: Bills of Exchange, Promissory Notes & Cheques

Covered under Articles 645 to 849, Book Three regulates the issuance, endorsement, transfer, acceptance, payment, and recourse of negotiable instruments, particularly bills of exchange, promissory notes (bono), and cheques.

Book Four – Transport Affairs: Carriage, Logistics & Carrier Liability

Articles 850 to 930 regulate the carriage of goods and passengers and related transport activities, including carrier liability and the legal framework for freight forwarding.

Book Five – Maritime Commerce: Ships, Maritime Contracts & Maritime Liabilities

Spanning Articles 931 to 1400, Book Five governs Turkish maritime law. It regulates ship ownership and registration, maritime contracts (such as charter parties and bills of lading), maritime liens, and the legal consequences of maritime accidents.

Book Six – Insurance Law: Insurance Contracts & Reinsurance

Articles 1401 to 1520 deal with commercial insurance. This book establishes rules for the formation of insurance contracts, regulating property, liability, and life insurance, alongside the legal framework for reinsurance.

Commercial Contracts & Currency Regulations in Türkiye

Commercial Contracts Under the TCC and Turkish Code of Obligations

Commercial contracts are governed jointly by the TCC and the TBK. The TCC provides specific commercial rules (such as default mechanisms and joint liability among commercial debtors), while the TBK governs general contract law mechanics.

Freedom of Contract vs. Mandatory Commercial Rules

Under TBK Article 26, parties enjoy the freedom of contract. However, this freedom is restricted by mandatory provisions, public order, and morality. In commercial agreements, statutory limits on liability and specific corporate governance rules under the TCC cannot be bypassed by contractual terms.

Foreign Currency Clauses and Presidential Decree No. 32

While parties generally possess the freedom to determine contract terms, Presidential Decree No. 32 imposes restrictions on foreign currency (FX) clauses between Turkish residents. Under the applicable Communiqué, certain resident-to-resident real estate and employment contracts remain subject to strict foreign-currency restrictions. However, the legislation provides specific exemptions; for instance, certain B2B movable sales and software agreements may legally incorporate FX denominations or FX-indexed payments, provided they meet the precise regulatory criteria defined in the current Communiqué.

Default Interest, Late Payment, Penalty Clauses & Commercial Obligations

Article 1530 establishes special late-payment rules for certain commercial transactions involving the supply of goods and services. For 2026, the Central Bank of the Republic of Türkiye (CBRT) officially set the Article 1530 late payment interest rate at 43%, with a minimum recovery-cost compensation of TRY 2,020, effective from 1 January 2026.
Furthermore, under Article 22 of the TCC, a merchant debtor generally may not request judicial reduction of an excessive contractual penalty (cezai şart) in the cases covered by the provision, distinguishing commercial contracts from consumer agreements.

Corporate Restructuring: Mergers, Divisions & the Repealed Article 170

Statutory Framework for Corporate Mergers and Divisions

Governed from Article 134 onward, the TCC regulates corporate restructuring. Companies may undergo full divisions (transferring all assets to other entities and dissolving) or partial divisions (spinning off specific branches while surviving), subject to specific documentation and creditor protection rules.

What Was Article 170 and Why Was It Repealed?

Historically, Article 170 required independent auditing of the division agreement or division plan and the management’s division report. Article 170 was subsequently repealed by Law No. 6335 in 2012. In the current statutory text, it is marked as Mülga (repealed).

Modern Rules Governing Company Divisions and Asset Transfers

Today, corporate divisions proceed under Articles 159 and subsequent provisions. It is essential to note that a statutory division under the TCC, which transfers the relevant assets and liabilities according to the statutory succession rules, structurally differs from an ordinary asset transfer governed by the TBK.

Corporate Entities Under the TCC: A High-Level Strategic Overview

Commercial Company Types Recognized Under the TCC

Article 124 lists five types of trading companies: collective, commandite, joint stock (A.Ş.), limited liability (Ltd. Şti.), and cooperative companies.

Joint Stock (A.Ş.) vs. Limited Liability (Ltd. Şti.) at a Glance

While both entities are widely utilized for commercial operations, they present distinct structural differences under the TCC:

• Joint Stock Company (A.Ş.): The company’s capital is divided into shares. It is managed by a Board of Directors and is the only corporate form that may offer its shares to the public, subject to capital-markets rules. Shareholders are liable only for their committed capital. Additionally, the transfer of registered shares is generally more flexible and may not strictly require Trade Registry approval, depending on the issuance of share certificates.
• Limited Liability Company (Ltd. Şti.): The company’s capital is divided into quotas (esas sermaye payı), and it is managed by one or more Managers (Müdür). An Ltd. Şti. cannot go public. As a general rule, shareholders are not personally liable for the company’s private-law debts. However, under separate public-law legislation (such as Law No. 6183), shareholders may bear secondary personal liability for certain unpaid public receivables of the company. Furthermore, transferring shares in an Ltd. Şti. strictly requires a notarized share transfer agreement and formal registration with the Trade Registry.

Capital Requirements, Shareholders & Board Responsibilities

Corporate Governance, Accounting & Digital Compliance

Commercial Books, E-Ledgers & Record-Keeping Obligations

Under Article 64, merchants are required to maintain the commercial books prescribed by Turkish law, including the relevant accounting and inventory records. Depending on civil procedure rules, properly maintained commercial books may have evidentiary value in commercial litigation.

Independent Audit Requirements Under the TCC

The TCC establishes the statutory framework for independent auditing, while the precise scope of mandatory audits and the applicable companies are determined strictly through secondary legislation.

Recent TCC Amendments and the 31 December 2026 Capital Compliance Deadline

A pressing current legal obligation stems from Provisional Article 15, added via Law No. 7511. Following Presidential Decision No. 7887, minimum capital requirements were increased:

• TRY 250,000 for Joint Stock Companies (A.Ş.)
• TRY 500,000 (initial capital) for non-public A.Ş. entities under the registered capital system
• TRY 50,000 for Limited Liability Companies (Ltd. Şti.)

Companies must upgrade their capital to meet these thresholds by 31 December 2026. Failure to meet the deadline can result in the company being deemed dissolved (infisah etmiş sayılırlar) under Provisional Article 15.

Commercial Dispute Resolution & Litigation in Türkiye

What Is a Commercial Case Under the TCC?

Article 4 identifies commercial cases through statutory categories, including disputes arising from matters regulated by the TCC and other laws designated as commercial, as well as certain disputes connected with the commercial enterprises of both parties (distinguishing between absolute and relative commercial cases).

Jurisdiction of Commercial Courts of First Instance (Asliye Ticaret Mahkemeleri)

According to Article 5, as a general rule, commercial cases fall within the jurisdiction of the Commercial Court of First Instance, unless another law provides otherwise. Filing a commercial claim in a general Civil Court may result in a procedural decision based on lack of jurisdiction, subject to the applicable procedural rules.

Mandatory Pre-Lawsuit Commercial Mediation (Dava Şartı Arabuluculuk)

Article 5/A requires a mediation application as a prerequisite before filing specified commercial lawsuits involving claims for the payment of money or compensation. This mandatory regime applies to designated monetary commercial claims, subject to statutory exceptions, and failure to comply results in the lawsuit’s procedural dismissal.

Commercial Arbitration & Enforcement of Foreign Arbitral Awards

Turkish law recognizes arbitration agreements, subject to the applicable requirements of Turkish arbitration legislation. Under the 1958 New York Convention, foreign arbitral awards may be recognized and enforced by Turkish courts subject to the applicable enforcement requirements and grounds for refusal.

Conclusion

In summary, the Turkish Commercial Code No. 6102 provides the comprehensive statutory architecture for commercial operations in Türkiye across its six designated books. Second, it operates in close conjunction with the Turkish Code of Obligations (TBK), establishing a dual legal framework for commercial contracts, corporate operations, and merchant liabilities. Finally, ensuring ongoing compliance requires strict attention to current legal developments, particularly the evolving foreign currency regulations under Presidential Decree No. 32 and the critical 31 December 2026 capital increase deadline for existing corporate entities.

Last updated: October 2026
Disclaimer: This article provides general information on Turkish commercial law and does not constitute legal advice. Because commercial legislation and secondary regulations may change, specific transactions should be reviewed against the legislation in force at the relevant time.