{"id":6027,"date":"2026-02-10T17:22:57","date_gmt":"2026-02-10T14:22:57","guid":{"rendered":"https:\/\/www.berkerberker.com\/commercial-transactions-under-turkish-law\/"},"modified":"2026-02-10T17:22:57","modified_gmt":"2026-02-10T14:22:57","slug":"commercial-transactions-under-turkish-law","status":"publish","type":"post","link":"https:\/\/www.berkerberker.com\/en\/commercial-transactions-under-turkish-law\/","title":{"rendered":"Commercial Transactions under Turkish Law"},"content":{"rendered":"

Authors: Atty. Ahmet Berker<\/a> & Atty. Deniz Nalbant\u00a0<\/a><\/strong><\/em><\/p>\n

Introduction<\/strong><\/h4>\n

The concept of a commercial transaction constitutes one of the fundamental pillars of Turkish Commercial Law and plays a decisive role both in determining the applicable substantive law and in identifying procedural rules governing disputes. The principal regulations concerning commercial transactions are set forth in Articles 3 and 19 of the Turkish Commercial Code No. 6102 (\u201cTCC\u201d), which establish the framework for distinguishing between commercial transactions and ordinary (civil) transactions. The existence of a commercial transaction gives rise to numerous legal consequences, including the determination of applicable statutory provisions, the interest regime, liability principles, the commercial nature of disputes, and the competent court.<\/p>\n

Within the scope of this study, the significance of the distinction between commercial and ordinary transactions will first be examined, followed by a detailed analysis of the concept of commercial transactions under Articles 3 and 19 of the TCC.<\/p>\n

I. Distinction Between Commercial and Ordinary Transactions<\/strong><\/h4>\n

Obligational relationships are regulated in various statutes, primarily the Turkish Code of Obligations No. 6098 (\u201cTCO\u201d). Significant differences exist between commercial and ordinary transactions within these regulatory frameworks. For instance, joint and several liability constitutes the default rule in commercial transactions (TCC Art. 7\/1), and parties may freely determine interest rates (TCC Art. 8\/1). In contrast, in ordinary transactions, the interest and liability provisions of the TCO apply, and party autonomy has a more limited effect.<\/p>\n

Accordingly, in any given dispute, it is first necessary to determine whether the transaction is commercial or ordinary in nature. Pursuant to TCC Art. 1\/2, commercial provisions shall be applied primarily to commercial transactions, and general provisions shall apply only where no commercial rule exists. To ensure a consistent determination of this distinction, the legislator has established criteria for identifying commercial transactions in Articles 3 and 19 of the TCC.<\/p>\n

II. The Concept of Commercial Transactions under the TCC<\/strong><\/h4>\n

1. Commercial Transactions under Article 3 of the TCC<\/strong><\/h4>\n

According to TCC Art. 3, matters regulated by the TCC as well as all acts and transactions concerning a commercial enterprise are deemed commercial transactions. The provision identifies two alternative bases for classification: (i) matters regulated under the TCC and (ii) acts and transactions related to a commercial enterprise.<\/p>\n

2. Matters Regulated under the TCC<\/strong><\/h4>\n

For a transaction to be considered commercial, it is not always necessary for it to be directly related to a merchant or a commercial enterprise. The mere fact that a matter is regulated under the TCC is sufficient for it to qualify as a commercial transaction. This reflects the objective aspect of the concept of commercial transactions. Indeed, the Court of Cassation has held that disputes concerning liquidation shares among shareholders of limited liability companies constitute commercial transactions solely because they are regulated under the TCC.<\/p>\n

The existence of provisions in other statutes concerning a matter regulated under the TCC does not eliminate its commercial character. For example, although current account agreements are regulated under TCC Arts. 89\u2013101 and also addressed in the TCO (Art. 134), their commercial nature remains unaffected.<\/p>\n

3. Acts and Transactions Concerning a Commercial Enterprise<\/strong><\/h4>\n

The second criterion under TCC Art. 3 encompasses all acts and transactions concerning a commercial enterprise. This criterion is particularly relevant for transactions not specifically regulated in the TCC but connected to the operation of a commercial enterprise. The prevailing view in legal doctrine supports a broad interpretation of the connection with a commercial enterprise.<\/p>\n

3.1 Transactions Related to a Commercial Enterprise<\/strong><\/h4>\n

Transactions related to a commercial enterprise consist of legal acts involving declarations of intent within the enterprise\u2019s field of activity. Lease agreements, service contracts, and supply agreements concluded for the purposes of business operations fall within this scope.<\/p>\n

3.2 Acts Related to a Commercial Enterprise<\/strong><\/h4>\n

Acts related to a commercial enterprise are particularly relevant in the context of tort liability. For a tortious act to qualify as a commercial transaction, it must originate from the activities of a commercial enterprise. For instance, damage caused by a vehicle owned by a commercial enterprise during the course of business operations constitutes a commercial transaction. Conversely, acts unrelated to business activities do not qualify as commercial transactions. The mere fact that only one party is a merchant is not sufficient, on its own, to render an act commercial.<\/p>\n

III. Presumption of Commercial Transactions (TCC Art. 19)<\/strong><\/h4>\n

1. Debts of Merchants Are Presumed Commercial<\/strong><\/h4>\n

Under TCC Art. 19\/1, the debts of a merchant are presumed to be commercial. This provision introduces a subjective criterion into the concept of commercial transactions, treating the debts of merchants as commercial regardless of their source.<\/p>\n

1.1 Individual (Natural Person) Merchants<\/strong><\/h4>\n

There are two exceptions to this presumption for individual merchants. If the merchant explicitly informs the counterparty at the time of the transaction that it is unrelated to the commercial enterprise, or if the nature of the transaction clearly does not permit it to be regarded as commercial, the debt will be deemed ordinary. These exceptions aim to protect the private sphere of individual merchants.<\/p>\n

1.2 Legal Entity Merchants<\/strong><\/h4>\n

No sphere of ordinary transactions is recognised for legal entity merchants. All debts of a legal entity merchant are considered commercial. Accordingly, commercial companies that qualify as merchants under TCC Art. 16 cannot benefit from the exceptions applicable to individual merchants. While this position is undisputed with respect to commercial companies, it has been subject to criticism in relation to other legal entity merchants.<\/p>\n

1.3 Contracts Commercial for Only One Party<\/strong><\/h4>\n

Pursuant to TCC Art. 19\/2, contracts that are commercial for only one party are deemed commercial transactions for the other party as well, unless otherwise expressly provided by law. For this provision to apply, the legal relationship must arise from a contract and no statutory exception must exist. This rule does not eliminate the commercial nature of the transaction; rather, it may limit the application of certain specific provisions.<\/p>\n

Conclusion<\/strong><\/h4>\n

The concept of commercial transactions constitutes one of the core notions defining the scope of Turkish Commercial Law. Articles 3 and 19 of the TCC adopt both objective and subjective criteria for identifying commercial transactions. Nevertheless, in each individual case, the nature of the transaction must be carefully assessed, and the distinction between commercial and ordinary transactions must be made with precision.<\/p>\n

 <\/p>\n

For further information on this subject, you may contact our expert team at info@berkerberker.com<\/a>.<\/strong><\/em><\/p>\n","protected":false},"excerpt":{"rendered":"

Authors: Atty. Ahmet Berker & Atty. Deniz Nalbant\u00a0 Introduction The concept of a commercial transaction constitutes one of [\u2026]<\/span><\/p>\n","protected":false},"author":3,"featured_media":5974,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[46,17],"tags":[],"class_list":["post-6027","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-makale","category-uncategorized"],"_links":{"self":[{"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/posts\/6027","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/comments?post=6027"}],"version-history":[{"count":0,"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/posts\/6027\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/media\/5974"}],"wp:attachment":[{"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/media?parent=6027"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/categories?post=6027"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.berkerberker.com\/en\/wp-json\/wp\/v2\/tags?post=6027"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}