Practice Area
Alanya Commercial Lawyer
The main areas of commercial law, from company formation to the resolution of commercial disputes.
Commercial Law Advice in Alanya
A commercial lawyer in Alanya represents companies, merchants and investors in company formation, commercial contracts, commercial receivables, cheque and promissory note enforcement, shareholder disputes and unfair competition matters. At Sophos Law Firm, Attorney Hüseyin Aydın handles advisory work, enforcement proceedings, mediation and litigation under the Turkish Commercial Code No. 6102 (TTK) and the Turkish Code of Obligations No. 6098 (TBK).
Alanya is a region where tourism, construction and international investment meet, and commercial life is very active. This activity brings with it disputes over commercial contracts, disagreements between partners and collection problems. Work in the field of commercial law covers advice and litigation for domestic and foreign investors, companies and tradespeople.
Structuring contracts and the company correctly from the outset reduces risk considerably compared with intervening after a dispute has arisen.
Because of the large number of foreign investors in the region, files ranging from company formation to real estate investment arise frequently; procedures for companies with foreign shareholders are closely linked to immigration and foreigners law.
Company Types and Key Points at Formation
The most frequently chosen types of capital company are the limited liability company (limited şirket) and the joint stock company (anonim şirket). Both can be formed by one or more persons (TTK Art. 338 and Art. 573). In a joint stock company, shareholders are liable only for the capital contribution they have undertaken (Art. 329); in a limited liability company, partners are not liable for the company’s debts, but they must pay the share capital they have undertaken and fulfil any additional payment and ancillary obligations set out in the articles of association (Art. 573/2). The articles of association of a joint stock company are signed with notarised signatures or in the presence of the trade registry director or deputy director (Art. 335); the articles of association of a limited liability company are signed in the presence of authorised staff of the trade registry office (Art. 575).
The choice of company type is assessed according to the number of partners, the need to transfer shares and the management structure. Current official sources should be consulted for minimum capital and fee amounts; no amounts are stated on this page.
Foreign investors are free to make direct investments in Turkey and are subject to equal treatment with domestic investors; establishing a new company or becoming a partner in an existing company falls within this scope (Foreign Direct Investment Law No. 4875, Art. 2 and Art. 3). If a foreign partner will also work as manager of a limited liability company or as a board member of a joint stock company, a work permit is required (International Labour Force Law No. 6735, Art. 6/2 and Art. 10/5). For residence and work permit issues see the Alanya Immigration and Foreigners Law page, and for a partner’s liability for tax debts see the article Liability of a Limited Company Partner for Tax Debts.
Matters Handled in This Area
Drafting, Review and Negotiation of Commercial Contracts
We draft the core documents of commercial life, such as dealership, distribution, lease, service and supply agreements, and review drafts received from the other party before signature, reporting on risky clauses.
Clauses prepared in advance and presented to the other party for use in many contracts are general terms and conditions and are subject to separate review under the relevant provisions of the Turkish Code of Obligations (TBK Art. 20). The parties are free to set the amount of a contractual penalty; the judge may reduce a penalty considered excessive of its own motion (TBK Art. 182/3), but a debtor who is a merchant cannot request reduction of an excessive penalty (TTK Art. 22). The amount of a penalty clause should therefore be set carefully at the signing stage.
Between merchants, notices and warnings concerning default, termination or rescission of a contract are given through a notary, by registered letter, by telegram or by registered electronic mail (KEP) (TTK Art. 18/3); an ordinary e-mail or message may not be sufficient for this purpose.
Company Formation, Conversion and Liquidation
We handle company law transactions from the formation of limited liability and joint stock companies to conversion of company type and voluntary or compulsory liquidation. Structuring the shareholding and the articles of association correctly helps prevent disputes that may arise later.
Management of Mergers and Acquisitions (M&A)
We provide support with legal due diligence, contract negotiation and management of the closing process in company mergers, acquisitions and share transfers.
Disputes Between Partners and Actions for Withdrawal/Exclusion from a Company
A breakdown of trust between partners, disputes over dividends and disputes over management authority can block the functioning of a company. We defend partners’ rights in actions for dissolution for just cause, withdrawal from or exclusion from the company, and annulment of general assembly resolutions.
In a limited liability company, any partner may bring an action for a decision allowing withdrawal from the company where just cause exists (TTK Art. 638/2). A partner excluded by general assembly resolution on grounds set out in the articles of association may bring an action for annulment within three months of being notified of the resolution through a notary (Art. 640/2). In a joint stock company, an action for annulment of general assembly resolutions contrary to the law, the articles of association or the principle of good faith is brought within three months of the resolution date before the commercial court of first instance where the company has its seat (Art. 445/1); certain resolutions are null and void without the need for annulment (Art. 447).
Collection of Commercial Receivables and Enforcement Proceedings
For the collection of your commercial receivables, from overdue invoices to cheques and promissory notes, formal notices, enforcement proceedings and, where necessary, lawsuits are used. Early action is important so that limitation periods are not missed.
Unfair Competition and Protection of Commercial Reputation
We protect your commercial reputation by bringing actions for a declaration, injunction and compensation for unfair competition against misleading advertising, unlawful disclosure of production and trade secrets or practices imitating your brand.
Deceptive conduct and commercial practices contrary to good faith that affect relations between competitors or between suppliers and customers are unfair and unlawful (TTK Art. 54). The law lists among the cases of unfair competition disparaging others with false or misleading statements, measures causing confusion and the unlawful disclosure of production and trade secrets (Art. 55). The injured party may request a declaration that the act is unlawful, an injunction, removal of the resulting situation, material damages where there is fault and, where the conditions are met, non-pecuniary damages (Art. 56). These actions become time-barred one year from the date on which the right was learned of and in any case three years from the act (Art. 60). The court may order an interim injunction to preserve the existing situation and prevent unfair competition (Art. 61).
Commercial Leases and Real Estate Investment Advice
In processes ranging from the negotiation of business premises leases to commercial real estate investments, rent determination, eviction and investment contract matters that overlap with real estate law are assessed together.
Ongoing (Monthly) Legal Advice for Companies
We offer monthly advisory services to companies to reduce the legal risk of day-to-day commercial decisions; from contract review to general assembly procedures, we work as your company’s in-house legal adviser would.
General Assembly, Board of Directors and Trade Registry Transactions
We handle the preparation of ordinary and extraordinary general assembly meetings, capital increases and reductions, changes of managers or board members and their registration with the trade registry, and ensure compliance with formal requirements such as the transfer of share capital in a limited liability company being made in writing with notarised signatures (TTK Art. 409, Art. 595/1).
Liability Actions Against Managers and Board Members
We act for claimants or defendants in liability actions brought by the company, shareholders or creditors against board members and managers for culpable breach of duties arising from the law or the articles of association (TTK Art. 553, Art. 644).
Concordat (Restructuring), Bankruptcy and Protection of Creditors’ Rights
We provide advice and representation to companies in financial difficulty in the concordat application and plan process, and to creditors in concordat and bankruptcy files at the stages of claim registration, objection and voting (İİK Art. 154 et seq., Art. 285 et seq.).
Protection of Trade Names, Trademarks and Business Names
We provide advice and litigation services on the registration and protection of trade names and business names, trademark applications and oppositions, and actions for trademark infringement (TTK Art. 39 et seq.; Industrial Property Code No. 6769).
Disputes Arising from Agency, Distribution and Franchise Relationships
We handle negotiation, mediation and litigation concerning the drafting and termination of agency, distribution and franchise agreements and post-termination claims for goodwill indemnity and compensation (TTK Art. 102 et seq., Art. 122).
Disputes Arising from Bank, Loan and Guarantee Agreements
We provide advice and litigation services on reviewing commercial loan, security and personal guarantee (kefalet) agreements, objecting to enforcement proceedings started over loan debts, and disputes on the validity requirements of guarantees; a guarantee agreement must be made in writing, with the guarantor stating the maximum amount of liability in their own handwriting (TBK Art. 583).
Arbitration and International Commercial Disputes
We handle the drafting of arbitration clauses, representation in domestic and international arbitration proceedings, and actions for recognition and enforcement of foreign court judgments and arbitral awards in Turkey (International Arbitration Law No. 4686; Law No. 5718 on International Private and Procedural Law (MÖHUK) Art. 50 et seq., Art. 60 et seq.).
Negative Declaratory Actions, Restitution and Cancellation of Negotiable Instruments
We bring and conduct negative declaratory actions to establish that no debt is owed, actions for restitution of money paid under threat of enforcement, and actions for cancellation of lost cheques or promissory notes (İİK Art. 72; TTK Art. 757 et seq.).
Transfer and Sale of a Commercial Enterprise
We advise on drafting the transfer agreement for the transfer or sale of a commercial enterprise as a whole, identifying assets and liabilities, and the transferee’s liability for the enterprise’s debts (TTK Art. 11; TBK Art. 202).
Commercial Contracts of Tourism, Hotel and Accommodation Businesses
For hotels, apart-hotels and other tourism businesses in Alanya, we draft business lease agreements, tour operator and agency (allotment) agreements and supply agreements, and handle mediation and litigation in disputes arising from these contracts.
Enforcement Routes for Cheques, Promissory Notes and Invoices
If the claim is based on a cheque, promissory note or bill of exchange, the creditor may choose, in addition to general attachment proceedings, the enforcement procedure specific to negotiable instruments; the original instrument is attached to the enforcement request (Enforcement and Bankruptcy Law (İİK) Art. 167). The payment order based on a negotiable instrument requires payment of the debt and costs within ten days; the debtor must submit any objection to the nature of the instrument as a negotiable instrument, to the signature or to the debt to the enforcement court within five days of service of the payment order (İİK Art. 168).
Limitation periods also differ by type of instrument. The maker of a promissory note is liable in the same way as the acceptor of a bill of exchange (TTK Art. 779), and claims against the acceptor become time-barred three years from maturity (Art. 749, by reference of Art. 778). The holder’s rights of recourse on a cheque become time-barred three years after the end of the presentation period (Art. 814); a cheque must be presented to the drawee within ten days if payable in the place where it was issued, or within one month if payable elsewhere (Art. 796). A person who receives an invoice and does not object to its content within eight days of receipt is deemed to have accepted its content (Art. 21/2); it is therefore important to keep delivery and objection records for invoice claims (for details see the article Invoices, Form Ba and the Presumption of Delivery).
In general enforcement proceedings without a judgment, the debtor may object within seven days of service of the payment order (İİK Art. 62). If an objection is made, the creditor may bring an action for annulment of the objection within one year of service of the objection (Art. 67); in proceedings based on documents such as a promissory note with an acknowledged signature or a notarised acknowledgement of debt, removal of the objection is requested from the enforcement court within six months of service of the objection (Art. 68). In actions for annulment of an objection concerning a monetary claim, pre-action mediation is a condition of admissibility (TTK Art. 5/A).
How the Process Works in a Commercial Dispute
- Formal notice: Your claim or demand is formally notified to the other party; many disputes are resolved at this stage. The law lists the means by which notices of default, termination and rescission between merchants may be served (TTK Art. 18/3).
- Mandatory mediation: In commercial cases concerning monetary claims, compensation, annulment of objection, negative declaratory actions and actions for restitution, applying to a mediator before filing suit is a condition of admissibility; the mediator concludes the application within six weeks of appointment, which may be extended by up to two weeks where necessary (TTK Art. 5/A). If the final report is not attached to the statement of claim, the action is dismissed on procedural grounds (Mediation Law No. 6325, Art. 18/A/2).
- Lawsuit or enforcement proceedings: If no agreement is reached in mediation, or the matter is outside the scope of mediation, a lawsuit is filed at the commercial court of first instance or enforcement proceedings are initiated.
- Appeals: The decision may be appealed to the regional court of appeal (istinaf) and, where applicable, to the Court of Cassation (Yargıtay).
If agreement is reached in mediation, in commercial disputes an agreement document signed jointly by the lawyers and the mediator is deemed equivalent to a court judgment without the need for an enforceability annotation (Law No. 6325, Art. 18/4). In commercial cases not concerning money (e.g. annulment of a general assembly resolution), mediation is not a condition of admissibility; the parties may apply to a mediator before or during proceedings if they wish (Art. 13).
Deadlines, Legal Bases and Competent Authorities in Commercial Disputes
| Action / type of case | Legal basis | Competent authority | Critical deadline |
|---|---|---|---|
| Objection to invoice content | TTK Art. 21/2 | Written objection to the other party | 8 days from receipt of the invoice |
| Notice of default/termination/rescission between merchants | TTK Art. 18/3 | Notary, registered letter, telegram or registered e-mail (KEP) | Form requirement, not a deadline |
| Objection to debt and signature in enforcement based on a negotiable instrument | İİK Art. 168 | Enforcement court | 5 days from service of the payment order |
| Objection to enforcement without a judgment | İİK Art. 62 | Enforcement office | 7 days from service of the payment order |
| Action for annulment of objection | İİK Art. 67; TTK Art. 5/A | Commercial court of first instance (pre-action mediation required) | 1 year from service of the objection |
| Removal of objection | İİK Art. 68 | Enforcement court | 6 months from service of the objection |
| Cheque claim (holder’s rights of recourse) | TTK Art. 814 | Commercial court / enforcement office | 3-year limitation from the end of the presentation period |
| Promissory note claim (against the maker) | TTK Art. 779, 778, 749 | Commercial court / enforcement office | 3-year limitation from maturity |
| Unfair competition action | TTK Art. 56, 60 | Commercial court of first instance | 1 year from knowledge, in any case 3 years from the act |
| Annulment of a joint stock company general assembly resolution | TTK Art. 445 | Commercial court at the company’s seat | 3 months from the resolution date |
| Action to annul an exclusion resolution in a limited company | TTK Art. 640/2 | Commercial court of first instance | 3 months from notification of the resolution through a notary |
| Monetary claim, compensation, negative declaratory or restitution action | TTK Art. 5/A; Law No. 6325 Art. 18/A | Mediation office, then commercial court of first instance | 6 weeks from appointment of the mediator (+2 weeks) |
The start of each period is calculated separately in each file according to the dates of service and notice.
Competent Court and Procedural Notes
Commercial cases are heard by the commercial court of first instance regardless of the amount in dispute (TTK Art. 5/1). The relationship between the commercial court of first instance and the civil court of first instance is one of subject-matter jurisdiction; in a judicial district without a commercial court, the civil court continues with the case if the jurisdiction rule has not been invoked (Art. 5/3 and 5/4). The court of general jurisdiction is the court of the defendant’s domicile (Code of Civil Procedure (HMK) Art. 6); actions arising from a contract may also be brought before the court of the place where the contract is to be performed (HMK Art. 10). Simplified procedure applies to commercial cases whose amount or value does not exceed the monetary threshold set by law; as this threshold is increased under HMK Additional Art. 1, the current amount should be checked in official sources (TTK Art. 4/2).
A recent change: HMK Art. 107, which governed the action for an unquantified claim, was repealed on 31/7/2026 by Law No. 7589; where only part of a claim is sued for, the possibility of increasing the claim once until the end of the evidentiary stage is now regulated by HMK Art. 109/4. For details see the article 12th Judicial Package (Law No. 7589).
Related Guides
Our guides on commercial law and company law:
Working Method
In commercial files, the first step is to review the running deadlines and the available documents (contract, invoice, delivery note, promissory note, correspondence). The formal notice, mediation, enforcement and litigation stages are handled from a single point. For information about the founder of the firm see the Attorney Hüseyin Aydın page. Consultations are held in Turkish and English. The contact page can be used to request an assessment of your file.
Sophos Law Firm · Attorney Hüseyin Aydın (Antalya Bar Association, Registration No. 2511)
Güneş Apartmanı, Güllerpınarı Mahallesi Asım Tokuş Bulvarı, Karabüllü Sk. No:2, 07400 Alanya/Antalya · +90 530 336 16 79
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The information on this page is for general information purposes only and does not replace legal advice or consultation.