Registration Of Commercial Enterprises Owned By Ordinary Partnerships – Contracts and Commercial Law

I. Introduction (Brief information on the Turkish law concepts
of commercial enterprise, ordinary partnership and the
legislation)

Under the Turkish Commercial Code, a commercial enterprise is
defined as an enterprise, operating continuously and independently,
aiming to generate income which exceeds the income thresholds
stipulated for tradesman (“esnaf” in Turkish)
enterprises.

Pursuant to Communique numbered 2009/2 on the Registration of
Commercial Enterprises Owned by Ordinary Partnerships
(“Communique No.2009/2“), commercial
enterprises managed by ordinary partnerships of two or more legal
entities, can be registered in the trade registry upon the request
of their partners, provided that the establishing agreement of the
enterprise is realized in writing and notarized thereafter.

II. Scope of Registration

Pursuant to Communique No.2009/2, the mandatory content for the
establishment agreement of the commercial enterprise is as
follows;

1. The commercial titles, address and authorized representatives
   of the legal entity partners of the ordinary partnership managing
   the commercial enterprise to be registered,




2. The main aim of the ordinary partnership which is the
   management of the commercial enterprise,




3. The title, address, scope and term of the commercial
   enterprise,




4. The authorized representatives of the commercial enterprise
   and,




5. The “pilot” or leader partner of the commercial
   enterprise

It is important to note that in addition to the foregoing,
information such as the date of establishment, and MERSIS (Central
Registration System) number of the commercial enterprise will have
to be submitted during the online registration application. Despite
the fact that the capital allocated for the commercial enterprise
is not a mandatory field on the online registry application carried
out through MERSIS, the trade registry deems capital subscription
necessary as the “pilot” or leader partner of the
commercial enterprise is determined accordingly.

III. Conditions for Registry

Communique No.2009/2 explicitly stipulates that the establishing
agreement of the commercial enterprise needs to be carried out in
writing and notarized in order to be registered. In addition to the
foregoing structural requirement, the following material conditions
should be met in order for the registry:

1. Managing ordinary partnerships should consist of at least two
   commercial companies,




2. The commercial enterprise should be jointly managed,




3. The commercial enterprise should be managed by at least one
   ordinary partnership, and




4. An application to the trade registry should be filed for the
   registration of the commercial enterprise.

In addition to the notarized agreement the trade registry
requires additional supporting corporate documents such as
registration petition, chamber registration declaration, filled out
form of establishment regarding the commercial enterprise and the
signature declarations of the commercial enterprise’s
authorized representatives.

The establishing agreement concerning the commercial enterprise
will be registered at the trade registry located at the address
stipulated under the agreement and will be announced in the trade
registry gazette thereafter.

Registration can be removed pursuant to the removal application
to be filed by the partners of the ordinary partnership by
submitting a notarized petition for removal or upon the termination
of the commercial enterprise agreement provided that sufficient
documentation is provided certifying the termination.

IV. Conclusion

In light of the foregoing, given the abundance of commercial
enterprises in a wide range of industries, Communique No.2009/2
allows some additional legal protection to the ordinary
partnerships formed by capital companies.

The registration and announcement of certain substantial matters
of the commercial enterprise such as its address, authorized
representatives, the main area of practice, commercial title and
such, improves commercial credibility and transparency.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.