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Turkey: Registration of Commercial Enterprises Owned by Ordinary Partnerships
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.
Authors: Gönenç Gürkaynak, Esq., Nazlı Nil Yukaruç and Beliz İnpınar, ELIG Gürkaynak Attorneys-at-Law
(First published by Mondaq on September 15, 2022)
Scope of Registration
Pursuant to Communique No.2009/2, the mandatory content for the establishment agreement of the commercial enterprise is as follows;- The commercial titles, address and authorized representatives of the legal entity partners of the ordinary partnership managing the commercial enterprise to be registered,
- The main aim of the ordinary partnership which is the management of the commercial enterprise,
- The title, address, scope and term of the commercial enterprise,
- The authorized representatives of the commercial enterprise and,
- The “pilot” or leader partner of the commercial enterprise
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:- Managing ordinary partnerships should consist of at least two commercial companies,
- The commercial enterprise should be jointly managed,
- The commercial enterprise should be managed by at least one ordinary partnership, and
- An application to the trade registry should be filed for the registration of the commercial enterprise.
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.Authors: Gönenç Gürkaynak, Esq., Nazlı Nil Yukaruç and Beliz İnpınar, ELIG Gürkaynak Attorneys-at-Law
(First published by Mondaq on September 15, 2022)