Subject of Business Law
Business law is an area of law that is comprised of the provisions that apply to cases that have commercial nature. In a broad sense, not only the provisions of the Business Law but also the provisions of the Code of Obligations and the Execution and Bankruptcy Law which are applicable to commercial cases are also commercial in nature and fall under the scope of the Business Law.
According to Article 11 of the Code of Commerce, a business organization is an organization in which activities that are intended to yield income at a level that exceeds the limit prescribed for a commercial organization are carried out on a continuous basis and independently.
Registered Office of a Business Organization
Each business organization has a registered office. In case the business activities are carried out in the same place, the registered office is also the same place. On the other hand, the place where the administrative, legal and commercial activities of the business organization are carried out (headquarters) is different from the place where production activities are carried out (production plant), the headquarters are considered as the registered office of the business organization.
Places and sales stores which are affiliated with a business organization and where industrial or commercial activities are carried out on a stand-alone basis are considered as branch offices whether they are physically located within the same area as the trade registry office of the business organization or the area of another trade registry office or whether it has independent capital and accountancy or not.
Consequences of being a Registered Office and Branch Office in terms of Competency of Courts
In case of lawsuits arising from the activities of a branch office, the lawsuit may be filed with a court that has jurisdiction over the registered office or the branch office. Bankruptcy proceedings against debtors and bankruptcy cases are an exception to this. Even if it has resulted from an activity of the branch office, the bankruptcy proceedings against debtors may only be filed with a court that has jurisdiction over the registered office, and bankruptcy case may only be filed with a court that has jurisdiction over the registered office.
A lawsuit may not be filed with a court that has jurisdiction over some branch office due to an activity carried out by another branch office..
A merchant is a person who operates a business organization in his/her name even if to a certain extent if not completely. The definition consists of three elements: existence of a business organization, operation of the business organization, the fact that the business organization’s operations are carried out in the name of the merchant (even if to a certain degree).
Consequences of Being a Merchant
Being subject to bankruptcy, selecting and using a trade name, having the business organization registered with the trade registry, keeping commercial books, registering in chambers of trade and industry, acting as a prudent businessman, being subject to commercial customs, asking for remuneration and interest, inability to ask for reduction in presumptive business fees and penalties.
Trade Registry is an official legal institution that works to explain and create important information on business organizations, and thus, ensure legal security. Details of the owner of the business organization, its areas of activity, residence address, purpose, relationships of responsibility and representation are recorded in the trade registry. Such information is also declared in the Turkish Trade Registry Gazette.
Trade name is the name that distinguishes the owner of the business organization from owners of other business organizations. Trade name personalizes the business organization and allows the business organization to be distinguished from other business organizations. When serving such purpose, it becomes a goodwill-based bearer. Each merchant is obligated to choose and use a trade name. The merchant must have the trade name he/she has chosen registered with and declared by the trade registry office where the registered office of the business organization is located.