Commercial Law

Disputes among company partners can stem from various causes, including corporate management, dividend distribution, the right to information and inspection, capital contribution obligations, share transfers, the use of corporate resources, or general assembly resolutions.

In resolving a dispute, the company’s articles of association, shareholders’ agreements executed between partners, resolutions of the general assembly and management bodies, and corporate records must be thoroughly examined first. If a resolution cannot be reached through negotiation between the parties, legal avenues—such as applying for mediation depending on the nature of the dispute, action for annulment of general assembly resolutions, enforcing the right to request information, seeking management liability, expulsion of a partner from the company, or dissolution of the company for just cause—may be pursued.

In internal corporate disputes, not only the resolution of the immediate issue but also the continuity of corporate operations and the preservation of commercial value must be taken into account. Therefore, the legal path to be implemented must be determined in accordance with the type of company, ownership structure, and the overall impact of the dispute on the business.

In the collection of commercial receivables, the legal basis, amount, due date of the claim, and whether it has been disputed by the debtor must first be determined. Contracts, invoices, delivery notes, current account records, bank statements, checks, promissory notes, and correspondence between the parties hold critical importance for proving the claim.

In the event of non-payment, sending a formal warning letter (ihtarname) to the debtor, conducting negotiations regarding payment, or structuring a suitable payment plan may be considered. If no result is achieved, enforcement proceedings with or without a judgment (ilamlı veya ilamsız icra takibi) can be initiated depending on the nature of the claim; special execution pathways can be utilized for claims based on negotiable instruments such as checks or bills of exchange.

If the debtor objects to the enforcement proceeding, judicial remedies such as the removal of objection (itirazın kaldırılması), annulment of objection (itirazın iptali), or an action for performance (alacak davası) come into play. In commercial lawsuits regarding monetary claims, applying for mediation prior to litigation is mandatory (dava şartı). For the collection process to be conducted effectively, the debtor’s assets, statutory limitation periods, and provisional legal protection remedies (ihtiyati haciz) must be evaluated comprehensively.

Company executives are obligated to fulfill the duties assigned to them by law, the company’s articles of association, and the resolutions of corporate bodies with due care and loyalty. If these obligations are breached through fault and, as a result, the company, shareholders, or creditors sustain a loss, the legal liability of executives comes into play.

Using corporate assets for personal gain, making false records or declarations, neglecting the company’s financial condition, exceeding or misusing authority, failing to treat shareholders equally, or omitting legally required measures are among the circumstances that may give rise to personal liability.

However, the mere fact that a company has suffered a loss does not automatically imply that an executive is personally liable in every instance. In determining liability, the executive’s role and authority, fault, the extent of the damage, and the causal link between the conduct and the loss are examined together. Additionally, executives may be subject to personal liability under special legislation regarding unpaid taxes, social security contributions, and other public debts.