There is no room here to explain the starting of each type of company and the legal transactions and events in the process in which it operates. For this reason, the most common type of company in daily life, the limited company type will be taken as basis.

2.1. Partnerships and Purposes with the Company

A limited company, which can be established for any economic purpose and subject that is not legally prohibited, is established under a trade name by one or more real or legal persons. Its basic capital is definite and this capital consists of the total of basic capital shares. The shareholders are not liable for the debts of the company, they are only obliged to pay the basic capital shares they have committed and to fulfill the additional payment and ancillary performance obligations stipulated in the articles of association (TCC Art.573).

The fact that the company has a legal personality means that it is a different person from its founders, partners or employees. The assets and liabilities of the company are separate from the assets and liabilities of its partners. Since the assets of the company are separate from the assets of the shareholders, it may be decided to collect the amount spent by the founder during the establishment phase from the company. In practice, the founders become creditors from the company in the amount they spend in terms of accounting technique. The purpose stated in the company's articles of association and the purpose of its founders need not always be the same. The purpose of the partner of the company established for any economic purpose and subject that is not prohibited by law may even be to donate the profit share it earns to the needy.

2.2. Management and Representation

The management and representation of the company is regulated by the company contract. Management and representation authority can be given to one or more partners with the title of manager or to all partners or third parties. At least one partner should have the right to manage and represent the company. Managers are authorized to take decisions and execute these decisions on all management matters not left to the general assembly by law or company contract (TCC Art. 623). In companies established with more than one partner, granting management and representation authority to a manager for a long time with the articles of association requires changing the articles of association in order to change the manager. Unless otherwise stated in the articles of association, the articles of association may be amended by the decision of the shareholders representing two thirds of the basic capital (TCC Art.589 (1). The long term appointment of a manager with the articles of association makes it difficult to replace the manager. Stating in the articles of association that the manager will be elected by the decision of the general assembly to be made after the establishment makes it possible to replace the manager with the absolute majority of the votes represented in the general assembly (TCC Art. 620 (1)). Experience shows that even in family businesses, deciding to change the manager determined by the contract can negatively affect the achievement of the company's objectives.

Managers are in charge and authorized in all matters that the laws and the company agreement do not give the general assembly duty and authority. The duties and powers of managers are as follows:

1. a) Management and giving necessary instructions to manage the company at a high level,
2. b) Determination of the company management organization within the framework of the law and company contract,
3. c) Establishment of accounting, financial audit and financial planning, if necessary for the management of the company,
4. d) Supervision of the persons, whose parts of the company management have been transferred to them, whether they act in accordance with the laws, company contract, internal regulations and instructions.,
5. e) Establishment of an early detection and management of risks committee, except for small limited companies,
6. f) Preparation of company financial statements, annual activity report and, if necessary, group financial statements and annual activity report,
7. g) Preparation of the general assembly meeting and execution of general assembly resolutions,
8. h) If the company is deeply in debt, reporting the situation to the court. They cannot transfer them or give up on them (TCC Art. 625).

In case the managers violate their obligations arising from the law and the articles of association, they are liable to the company, the shareholders and the creditors of the company.

Managers and management personnel are obliged to fulfill their duties with all due care and to observe the interests of the company within the framework of the rule of honesty. Unless otherwise stipulated in the articles of association or all other partners have given written consent, managers cannot engage in any activity that creates competition with the company. The articles of association may require the approval of the general assembly of shareholders instead of the approval of the shareholders (TCC Art. 626). Legal liabilities of managers who violate the duty of care and loyalty and the prohibition of competition may arise.

It should not be forgotten that those who are authorized to manage and represent the company manage and represent what is entrusted to them. They should also show the care they show in managing their own assets to the entrusted one. Otherwise, legal responsibilities may arise.

2.3. Initial Capital

If the amounts committed and paid by the partners are not sufficient to cover the establishment expenses, it may be necessary to use credit, make a deferred purchase or loan the company to the company in order to start the activity. If a significant portion of the paid-up capital has been spent on establishment costs, it may require the partners or the manager to provide personal bail in order for the company to use a loan or to purchase goods on credit. In this case; personal responsibility arises as much as the amount guaranteed.

2.4. Rights and Responsibilities

In an enterprise (company), at least the rights and responsibilities of a) the company, b) the manager and c) the partners can be mentioned. The fundamental right of the company is to be able to operate in line with its objectives. They have responsibilities arising from various laws. It is possible to list them as  register in the relevant chamber; keep a book; to submit declarations, especially corporate tax returns, if they arise; to pay taxes such as corporate tax, stamp tax, VAT if it arises; Being responsible for the tortious acts of managers, etc.

Among the basic rights of the partners are the rights such as getting a share from the profit, to acquire new shares in capital increase, to transfer their shares, to leave an inheritance, to attend and vote in the general assembly, to request the annulment or invalidation of the decisions taken or the general assembly, to obtain information, to audit the company, to exit the partnership, to participate in the liquidation, to demand the dissolution of the company for justified reasons, to participate in the liquidation balance. Their responsibilities include adding capital, making additional payments, participating in ancillary action, and protecting company secrets. Among the rights of the principal are the rights such as demanding, managing and representing attendance fee. Among the responsibilities of the manager, there are responsibilities such as managing the company meticulously within the scope of honesty rules, and making equal treatment to partners under equal conditions.

2.5. Check and Bills

In commercial life, some of the payments are made with checks and bills (promissory note), which are valuable documents. Valuable documents are such bills that the right contained in them cannot be claimed separately from the deed and cannot be transferred to others. The debtor of the negotiable documents is only obliged to pay in return for the delivery of the bill. Unless fraud or serious fault is found, the debtor is freed from his debt by making a payment to the person who is understood to be the creditor according to the nature of the bill when due (TCC Art. 645- 646).

In order for a bill to have check qualification, the word check in the language in which it is written must be included in the text. Also; The text must include the trade name of the person who will pay (bank / financial institution), the place of payment, the date and place of issuance, and the signature of the issuer, including the transfer of a certain amount unconditionally and unconditionally (TCC Art.780). If there is no clearance in the check, the place shown next to the trade name of the addressee is considered the place of payment. If more than one place is shown next to the business name of the business partner, the check is paid in the first place shown. If there is no such clearance and no other record, the check is paid at the location of the addressee's headquarters. The check, for which the place of issue is not shown, is deemed to have been issued in the place written next to the name of the issuer (TCC Art. 781). In the presence of other deficiencies, the check is not counted. After the check is put into circulation, the death of the issuer, the loss of his capacity to exercise his civil rights or his bankruptcy do not affect the validity of the check (TCC Art.800).

The holder of the check (check holder) must submit the check to the addressee bank within the submission periods in order to obtain the value of the check. If a check is to be paid in the place where it was drawn up, it must be presented to the addressee within ten days; If it is to be paid elsewhere than where it was arranged, it must be submitted to the addressee within a month. The check issued in a country other than the country to which it will be paid must be presented to the addressee within one month if the place of issue and the place of payment are in the same continent, and within three months for separate continents. In this respect, checks to be issued in a European country and paid in a country with a coast on the Mediterranean, similarly to be issued in a country with a Mediterranean coast and paid in a European country are deemed to have been issued in the same continent and required to be paid. Periods start the day after the date of issuance written on the check (TCC Art. 976). The check that is not presented on time will not function as a check. The creditor has to prove his receivable with evidence.

A check that is required to be paid in favor of a particular person with or without such registration may be transferred by passing of endorsement and possession on the condition that it is clearly "promissory". A check that is required to be paid in favor of a certain person on the condition that the order is “not promissory” or with a similar record can only be transferred by assignment of the receivable. This transfer has legal consequences for the assignment of the receivable. Turnover can also be made in favor of any of the issuer or debtor due to check. These persons can endorse the check again (TCC Art. 788).

If the check holder submits the check for payment to the branch or any other branch of the addressee bank's account, the check is paid if there is no provision for the check and there is no legal situation that prevents the addressee bank from making a payment. If there is no return, a free stamp is printed on it by the bank. Execution proceedings are initiated through the follow-up method specific to bills of exchange. If the issuer or holder of a check draws two parallel lines on the front of the check, it can only be paid by the business partner to a bank or a customer of the business partner.

As a rule, bills are a means of credit. Unless there is a contract or custom to the contrary, the debtor who takes the counter action of the sub-legal relationship as an exception to the general principle of simultaneous and reciprocal performance (TCO Art.96), instead of paying the money debt immediately, the debtor can give the counterparty. It can even connect these payments to the bonds it has issued in installments and in consecutive terms. Thus, while saving time for the issuer in terms of payment, the bond provides the beneficiary with the opportunity to maintain the commercial relationship through turnover.

Bill or promissory deed includes;

1. a) The term " bill " or " promissory deed " in the text of the bill and if the bill is written in a language other than Turkish, the word used as a bill or promissory deed in that language,
2. b) Unconditional and unconditional promise to pay a certain price,
3. c) Maturity,
4. d) Place of payment,
5. e) The name of that whom or whose name is payable,
6. f) Date and place of issue,
7. g) Issuer's signature, içerir (TCC art. 776).

The one who draws the bill (issuer) undertakes to pay the price on the bill unconditionally and unconditionally on the maturity date. If there is no signature of the issuer on the bill, the bill is invalid. The signature must be handwritten. If there is an authorized representative, he can also sign. The person who issues and signs the bill is responsible like the accepted addressee. There are multiple ways to collect outstanding notes. It would be appropriate to get a lawyer service in this regard.

2.6. Making a contract

Many contracts are often made without even realizing it. For example, the fact that two people come together and act in order to gain profit indicates that they have made an ordinary partnership agreement. Most contracts are not subject to any form. They can be done orally or in writing. For example, buying paper from the market to write a company agreement is a contract. Although the contracts are not dependent on form, it is appropriate to make the contracts in writing to facilitate the solution of the problems that may arise in practice. For example, the fact that the aforementioned ordinary partnership agreement is written can be considered as a proof of evidence for the solution of future problems in the partnership relationship.

Although there are exceptions, in order to be able to talk about the contract, there must be at least two persons who have the right (capacity) to enter into a contract. These persons can be real persons or companies (legal persons). If a contract is to be made with a company, the person acting on behalf of the company must have the authority to represent the company. If it is considered that a contract will be made with a limited company, the contract negotiations should be made with the manager of the company or the person specified as a proxy in the power of attorney held before the notary. If a contract is to be made with a real person, it should be noted that the real person has the capacity to contract (to have the power of discernment, to be mature, not to be limited).

It is accepted that those who want to make a contract can make a contract (legal transaction) if they have the right and authority to contract. The invalidity, cancellation and nullity of the contracts made by those who do not have the capacity to take legal action may be requested. Business operators (merchants) must act like a prudent businessman in all their commercial activities (TCC Art. 18 (2). Therefore, the necessity of being a prudent trader, in order to avoid unwanted consequences, the trader must be sure that the counterparty has the competence to contract during the conclusion (conclusion / establishment) of the contract. No prudent trader should sign a blank paper and leave it around. This paper can be turned into a contract, a bill, etc. in the hands of others.

When performing transactions such as selling or buying, first of all, a contract is made with the person who accepts the offer of the person who acts (bidder). If the people you are face to face (in the same place) are not given time to accept your offer and the proposal is not accepted immediately; You do not have to be bound by your offer (Turkish Code of Obligations (TBK) Art. 4). Displaying the goods in your workplace by showing the price or sending the tariff, price list or the like is considered a suggestion unless otherwise clearly and easily understood. The contract is established with the person who accepts your proposal. It should not be forgotten that offers can be directed to one person or to all people in the world. If, for example, you make a proposal on the Internet that property X is for sale for Y lira, you may be liable to sell X to anyone who accepts your offer. For this reason, it is appropriate to consult a legal opinion on offers that you are not sure about the results of your responsibility to be a prudent trader.

In accordance with a contract you have made, if the other party does not deliver the goods, for example, in order to bear the consequences of not delivering the goods, the notice or notice must be made via a notary public, registered letter, telegram or a registered electronic mail system using secure electronic signature.

If no objection has been made to the invoice for the product you have sold / purchased within the scope of your contract within eight days from the date of delivery of the invoice, this content is deemed to be accepted (TCC.21 (2). For example, within the scope of the contract you have made for the purchase and sale of a quality raisin, it cannot be objected that the product delivered / received with the invoice is not of the quality specified in the contract, and if the grape is of a lower quality, if it is not objected within eight days from the receipt of the invoice.

If the buyer does not receive the product you sent under the contract, the court may be asked to allow the sale of the product to someone else. The court decides that the sale is made through auction or through a person authorized for this work. If the seller wishes, the person authorized for sale has the qualifications of the goods to be put up for sale to a specialist. After the sales expenses are deducted from the sales price, the remaining money is left by the seller to a bank on behalf of the buyer and the notary public if there is no bank, and the situation is immediately reported to the buyer (TCC Art.23 (1) (b).

If it is clear at the time of delivery that the goods are defective, the buyer must notify the seller of the situation within two days. If it is not clear, the buyer is obliged to inspect or have the goods inspected within eight days after receiving the goods and if the product is found to be defective as a result of this examination, it is obliged to notify the seller within this period in order to protect his rights (TCC Art.21 (1) (c). If the buyer fails to review and notify, he is deemed to have accepted the sold. However, in the event that there is a defect in the sold item that cannot be detected by an ordinary review, this provision shall not apply. If it is subsequently discovered that such a defect is present, the defect must be reported to the seller immediately; If not notified, the sold is deemed to have been accepted with this defect (TCO Art. 223 / II).

If you make the sale to the consumer, it is necessary to take into account the Law No. 6502 on Consumer Protection. In terms of the aforementioned Law, "defective good" is a good that is in violation of the contract because it does not conform to the sample or model agreed by the parties at the time of delivery to the consumer or does not have the characteristics that it should have objectively.  Goods that do not contain one or more of their features in their packaging, labels, introduction and user manual, Internet portal or advertisements and announcements, they are contrary to the quality declared by the seller or determined in its technical regulation; containing material, legal or economic deficiencies that do not meet the intended use of the equivalent goods, reduce or eliminate the benefits that the consumer reasonably expected are also considered defective (Law No.6502, Art.8). It should be known that in the event that defective goods are sold to consumers, they can use the optional rights granted to consumers by Article 11 of Law No. 6502. They can use one of the following optional rights;

1. a) Canceling the contract by declaring that it is ready to return the sold product,
2. b) Retaining the sold and asking for a discount from the sales price at the rate of defects,
3. c) If it does not require an excessive cost, to request free repair of the sold, at the expense of the seller,

ç) If there is a possibility, to request replacement of the sold with an equal number without defects. The seller is obliged to fulfill this demand preferred by the consumer.

2.7. Competition: With Competitors, Partners and Workers

According to the 48th article of the Constitution, everyone has the freedom to work and contract in the field they wish. It is free to establish private enterprises. However, according to Article 167 of the Constitution, the state takes measures to ensure the healthy and orderly functioning of the markets and to develop them, and is responsible for preventing monopolization and cartelization that will arise in the markets through actual or agreements. The state aims to protect both the economy of the country and the relationship between merchants and their workers with the rules it has put into free competition. In this context, Law No. 4054 on the Protection of Competition prohibits agreements, concerted actions and business association decisions that distort competition between undertakings and abuse of dominant position, and accepts a permit procedure for mergers and acquisitions.

Deceitful or other forms of violation of the integrity rule and commercial practices that affect the relationship between competitors or suppliers and customers are unfair and illegal (TCC Art.54). The main purpose of these rules is to protect the interests of those who participate in commercial life and to ensure honest, undistorted competition.

Competition among competitors The main cases of unfair competition are acts against the rule of honesty, advertisements and sales methods against the rule of honesty among commercial practices, acts that lead to breach or termination of the contract, unauthorized use of other people's business products, not complying with business terms; Failure to comply with the business conditions that are imposed on competitors, especially by law or contract, or which are usual in a profession or environment, to act contrary to honesty (See. TCC art. 55). Using a brand known to belong to someone else is incompatible with goodwill and prudent trader qualities. Employing unregistered workers is unfair competition. Marketing your own product with fraudulent and misleading behavior in a way that creates the error of the product of the competitor causes unfair competition.

Acting against competition may cause liabilities such as the destruction of the vehicles and goods that are effective in the processing of unfair competition, compensation for damage and loss if there is a defect, and moral compensation.

Prohibition of competition between partners. A partner of a unlimited company, which is one of the sole proprietorships, cannot perform a business such as the commercial affairs of the company of which he is a partner, on his own or on someone else's account without the consent of the other partners, nor can he enter a company dealing with the same type of business as an "unrestricted partner" (TCC Art. 230). In limited liability companies, on the other hand, the active partner, who is unlimitedly liable, cannot perform any business that falls within the scope of the company's business without the consent of the other committees and the general assembly, nor can he participate in a company dealing with such trade as an unlimited partner (TCC Art.572). There is no such prohibition for the limited liability partner (TCC Art. 311). A member of the board of managers of a joint stock company cannot perform a commercial business transaction that falls within the scope of the company's business, on his own or on someone else's account, nor can he enter a company dealing with the same type of business as an unlimited partner without the permission of the general assembly. The company is free to demand compensation from the members of the board of managers who act contrary to this provision, or to deem the transaction performed instead of compensation on behalf of the company and to sue that the benefits arising from the contracts made on behalf of third parties belong to the company (TCC Art.396 (1). In limited companies, unless otherwise stipulated in the articles of association or all other partners have given written consent, managers cannot engage in any activity that creates competition with the company. The articles of association may require the approval of the general assembly of shareholders instead of the approval of the shareholders (TCC Art.626 (2). In ordinary partnerships, partners cannot do things that hinder the purpose of the partnership for the benefit of themselves or third parties (TCO art. 626).

Prohibition of competition between employee and employer. The employee may, in writing, undertake in writing to refrain from competing with the employer in any form after the termination of the contract, in particular opening a competitor business for his own account, working in another competitor business, or otherwise engaging in any other kind of interest relationship with the rival business. The non-competition registration is valid only if the service relationship provides the worker with the opportunity to obtain information about the customer environment or production secrets or the work done by the employer, and at the same time, the use of this information is of a nature to cause a significant harm to the employer (TCO art.444). An employee who acts contrary to the prohibition of competition is obliged to compensate for all losses incurred by the employer as a result of this. If the violation of the prohibition is subject to a penalty condition and there is no contrary provision in the contract, the worker can get rid of his debt related to the prohibition of competition by paying the stipulated amount. However, the worker has to repair the damage exceeding this amount. Apart from the penalty condition and the payment of additional damages that may arise, the employer may also request the termination of the act contrary to the prohibition if the behavior of the worker is justified by the importance of his / her violated or threatened interests, provided that it is expressly kept in writing in the contract (TCO art. 446).

2.8. Trademark Registration and Usage

The brand can consist of all kinds of signs, including words, shapes, colors, letters, numbers, sounds, including personal names, and the shape of the goods or their packaging, provided that the goods or services of an enterprise are distinguished from the goods or services of other enterprises and can be shown in the registry in a way that allows the subject of the protection provided to the trademark owner to be clearly and precisely understood (Art. 4 (1) of the Industrial Property Law No. 6769). As will be noticed, titles separate merchants, business names separate commercial businesses, and brands separate goods and services.

Some marks, which will be trademarks if registered, cannot be registered as trademarks. They are listed in Article 6 of Law No. 6769 as following; signs that do not have any distinguishing characteristics; Signs that indicate the type, variety, qualification, quality, quantity, purpose, value, geographical source in the field of trade, or indicate the time when the goods are produced and the services are provided, or indicate other characteristics of the goods or services or include names exclusively as the main element; Signs that are identical or indistinguishably similar to the trademark registered for the same or the same type of goods or services or for which the registration application was made on a previous date; Signs that contain exclusively the main element of signs or designations used by everyone in the field of commerce or to distinguish those belonging to a particular profession, art or trade group; signs that contain the shape or another characteristic of the goods due to their nature; signs that exclusively contain a formal or other characteristic that is necessary to obtain a technical result or gives the goods its primary value; Signs that will mislead the public in matters such as the quality, quality or geographical source of the goods or services, Signs containing religious values or symbols, signs contrary to public order and general morality.

Within five years from the date of registration, it is decided to cancel the trademark that is not used seriously in the country by the trademark owner in terms of registered goods or services without a justified reason or whose use is suspended for five years (Article 9 of Law No. 6769).

2.9. Occupational health and Safety

Employers are obliged to take all necessary precautions to ensure occupational health and safety at workplaces, to keep tools and equipment in full, and to obey all measures taken regarding occupational health and safety. In this context, the employer works to prevent occupational risks, to take all kinds of measures, including training and information, to organize, to provide the necessary tools and equipment, to adapt health and safety measures to changing conditions and to improve the current situation, monitors and checks whether the occupational health and safety measures taken in the workplace are followed and ensures that nonconformities are eliminated, makes or has  risk assessment done, takes into account the employee's suitability for work in terms of health and safety while assigning a task, takes the necessary precautions to ensure that employees other than those given adequate information and instructions do not enter places where there is a life and special danger. Receiving services from experts and organizations outside the workplace does not remove the employer's responsibilities. Employees' obligations in the field of occupational health and safety do not affect the employer's responsibilities. The employer cannot reflect the cost of occupational health and safety measures to the employees (See Art. 4 of the Occupational Health and Safety Law No. 6331). In the event that the worker catches occupational disease or has an occupational accident as a result of not taking the necessary precautions, the employee may demand compensation from the employer at the rate of his fault. The employer may be prosecuted for negligent injury or death.

2.10. Exiting Partnership and Exclusion

The articles of association may give the shareholders the right to leave the company, and may make the exercise of this right subject to certain conditions. Each partner can file a lawsuit to decide to leave the company in the presence of just cause. Upon request, the court may decide to freeze some or all of the rights and debts of the plaintiff arising from the partnership or other measures to ensure the status of the plaintiff partner (TCC Art. 638). If one of the partners wants to exit based on the provision in the company contract or filed a lawsuit for justified reasons, the manager or managers shall inform the other partners of this without delay. Each of the other shareholders has the right to a) inform the managers that he / she will also participate in the exit, if the justified reason stipulated in the articles of association is valid for him / her, b) To participate in a lawsuit due to just cause. (3) All outgoing partners are treated equally in proportion to their basic capital shares. In case a partner is dismissed from the company due to a provision in the articles of association or the existence of a just cause, this provision is not applied (TCC Art. 639). In the articles of association, the reasons that a partner can be dismissed from the company by the decision of the general assembly can be provided. Against the dismissal decision, the partner can file an action for annulment within three months from the notification of the decision through a notary public. Upon the request of the company, the dismissal of the partner from the company by a court decision is reserved (TCC Art. 640). In case the partner leaves the company, he / she has the right to demand the exit fund that matches the real value of the basic capital share. Due to the exit right stipulated in the articles of association, corporate agreements may regulate the exit fund in a different way.