The Republic of Turkey, due to its geographical location and demographic structure, is one of the alternative countries for the procurement of goods and services. Turkish companies may be preferred, especially because the costs of goods or services are cheaper than those in European Union member countries. There are many companies in the Republic of Turkey that operate professionally and honestly. However, it should not be forgotten that there are also individuals and companies that could cause harm if not approached cautiously. Therefore, it is crucial to select the right companies and individuals before establishing legal relationships.
The first step in the research and evaluation phase is to examine the commercial registry records of the identified company. All companies legally established in Turkey have their information published in the Trade Registry Gazette. These records are public and accessible to everyone. Although these records do not definitively prove the reliability or unreliability of a company, they can help understand some points. These records allow us to see the date the company was established, the shareholders of the company, the official address for notifications, the managers authorized to represent the company, and the company’s capital.
Based on the information obtained from the commercial registry records, some conclusions can be drawn. The official address of the company is the address that will be considered in legal relations. The managers authorized to represent the company are also the individuals authorized to enter into contractual relations with third parties on behalf of the company. For a contractual relationship to be binding on the company, it must be signed by individuals authorized to represent the company. A contract signed by someone not authorized to represent the company in the commercial registry records will not bind the company.
The company’s capital is also an important parameter for evaluating companies. For example, let’s assume that X company established in Turkey has A and B individuals as shareholders with 50%-50% shares, and the company’s capital is 1000 USD. In this case, A will be responsible for 500 USD of the company’s debts proportionate to their share. Similarly, the other shareholder, B, will be responsible for 500 USD of the company’s debts proportionate to their share.
You can request the commercial registry records from the company. The commercial registry office monitors companies and evaluates their financial situations according to their debts and credits. The company’s financial situation can be determined with the documents provided by the commercial registry office. By requesting a tax certificate from the company that shows the income reported to the tax office, it is possible to see the income they have earned as a result of their activities in previous years.
After examining the company’s commercial registry records and obtaining preliminary information about the company, it is beneficial to visit the production sites, if possible, where the company operates. Determining the production sites and inspecting the goods or services produced according to the nature of the goods or services to be procured will provide significant benefits. This way, it will be possible to protect oneself from companies or individuals who falsely present themselves as manufacturers. At least having a business or assets registered in their name will help in compensating for potential damages in the event of a dispute.
It is also beneficial to work with companies that have been experienced before. Companies whose working methods have been previously confirmed generally focus on maintaining their commercial activities and not losing their customers. Therefore, it is reasonable to prefer such companies after passing them through the same checks.
As a result of all these research and evaluations, an agreement with a company should be put into a written contract. The presence of a written contract will facilitate the proof of potential legal issues that may arise in the future. Therefore, it is necessary to draft a written contract and include all agreed-upon matters in detail. Since the parties to this contract are companies established in different countries, it is undoubtedly of an international nature. Here, one party will be a Turkish company, while the other party will be a foreign company. Therefore, it is appropriate to draft the contract in both Turkish and the language of the other company’s country. Especially, signing a contract with a Turkish company in a language other than Turkish could lead to objections that the contract was signed without understanding it. This issue should be given particular attention.
Additionally, when drafting contracts, it is important to specify which country’s law will apply in the event of a dispute. Simply drafting a contract does not provide sufficient legal protection. It should be remembered that one of the parties might not comply with the contract after it is signed. It is crucial to specify in the contract which consequences will arise in case of non-compliance by one of the parties and which country’s laws will be applied to the dispute.
Generally, foreign companies prefer their own country’s laws to be applied in the event of a dispute. In our opinion, this is often a wrong choice and can lead to harmful consequences. In this case, the foreign company must first apply to its own country’s courts to obtain a decision for compensation. After the relevant court decision is finalized and comes into effect, it must be appended with an apostille certificate. With the local court decision, the company must apply to the Turkish court and request the recognition of the foreign court decision.
In other words, if the laws of the Republic of Turkey were applied to the dispute, it would have been possible to immediately file a lawsuit in Turkey after the dispute arose. This would shorten the process and potentially increase the chances of success. Therefore, unless there is a highly unfavorable situation, it is more logical to choose Turkish courts and Turkish laws in the event of a dispute.
