Dr. Özlem Döğerlioğlu IşıksungurYaşar University Commercial Law Lecture

Notes 2011-2012 Spring

Capital Labor Entrepreneur Organisation Specific purpose

CURRENT TURKISH COMMERCIAL CODE NO 6762

NEW TURKISH COMMERCIAL CODE NO 6102

Concept of “commercial enterprise” DEFINED

Neither in the Turkish Commercial Code (TCC)

Nor in the Register of Commerce Regulation◦ Indirect definition in

Article 14 of Regulation

Concept of “commercial enterprise” DEFINED

in New Turkish Commercial Code (NTCC)

Article 11 of New Turkish Commercial Code (NTCC)

◦ “An enterprise that will be operated permanently and independently aiming to generate income which exceeds the limit prescribed for the craftsman enterprises.”

There are four components of commercial enterprise:

◦ Economic activity- It must be “generate income oriented”

◦ It must be continuous◦ It must be independent◦ Its scope must exceed the craftman’s scope of

activities

The main purpose and objective of commercial enterprise must be to generate income.

What should be taken into consideration?◦ Purpose/Intention of the entrepreneur is of

importance◦ Result is not of importance (to profit or to lose

money).

Commercial enterprise must have been established to operate continuously (not temprorary or fortuitous).

What should be taken into consideration?◦ Intention and nature of the undertaking

Disruption of the operation? Periodical activities?

Running school buses for the students during the periods when the schools are open

Operating hotels in winter

A bookstore makes a loss. A company spents his profit to poor person A drugstore established for distribution of free

medicine A bakery operating by Municipality A bakery operating by a doctor (self-employed

person) A restaurant services only the school time. The Kemeraltı branch of Garanti Bank A.Ş THY Kadıköy Agency Dormitory operated by Charity House earnes money A has 30 concert tickets and sells and earns money Manufacturing center of X Textile Export-Import

Lımıted Liability Company

The organisation must be independent from any other

Independency for entrepreneur& enterprise Workers? Branches?

Distinction concernig whether an enterprise is a commercial enterprise or craftsman enterprise shall be made according to the Council of Ministers Decree

Currently such kind of decree is not be published Until its publication legislation in effect shall be applied (

Decision No: 2007/12362- Official Gazette 21.7.2007, S. 26589)◦ Takes place in the craftsmen and artisans group ◦ Economic activity depends on capital and physical activity◦ Earning is below the amount for merchant◦ exempted from income tax◦ Basic method application of income tax (Commercial earnings

acquired on simple earnings basis, represents the positive difference between the revenues generated and the expenses incurred and the acquisition costs of the goods sold within one account period.)