According to our laws, natural and legal persons can be merchants. Real persons and legal entities are subject to different procedures to be merchants. Real and legal traders are listed as follows.
1. Real Person Trader
The person who operates a commercial enterprise, albeit partially, in his own name is called a merchant (TK art. 12/1). If the commercial enterprise is operated on behalf of a natural person, that person is a merchant. Here it is important that the business is a commercial enterprise. When more than one person operates a commercial enterprise together, each of the operators takes the title of merchant.
It is not mandatory for the commercial enterprise to be registered in the trade registry. TK m. In the sense of 11, the existence of a commercial enterprise is sufficient. Persons who operate a commercial enterprise on behalf of someone else are not merchants. The title of trader does not belong to the managers (member of the board of directors or manager) of a trading company, it belongs to the company. Likewise, the person (shareholder, partner) who owns the shares of a joint stock or limited company alone is not a merchant, but the title of merchant belongs to the joint stock or limited company.
1.1. Person Considered as a Merchant
A person who has declared that he has established and opened a commercial enterprise to the public by means of circulars, newspapers, radio, television and other announcements or has announced the situation by registering his business with the trade registry is considered a trader even if he has not actually started the business (TK article 12/2).
1.2. Person Responsible as a Merchant
A person who acts as a partner, as if he has opened a commercial enterprise, on behalf of himself, an ordinary company, or another company that is not legally recognized by any means, is liable as a merchant against bona fide third parties (TK article 12/3).
1.3. Small and Restricted
A small (or limited) business may be operated on behalf of. In such a case, the commercial enterprise is operated by the legal representative (guardian on behalf of the minor) on behalf of the minor. A legal representative who operates a small and restricted commercial enterprise on their behalf is not considered a trader. The title of merchant belongs to the person represented (TK art. 13).
The legal responsibility arising from being a trader belongs to the small or limited person who is considered a trader. However, the legal representative is responsible like the merchant for the implementation of the penal provisions (TC art. 13).
1.4. Banned from Trading
A person who operates a commercial enterprise without permission or approval due to his personal situation or the nature of his work, or due to his profession and duties, in violation of a prohibition arising from a law or a judicial decision, or despite the need for the permission of another person or an official authority, is also considered a trader. (TK art. 14/1).
2. Legal Entity Traders
Turkish Civil Code (TMK) m. Pursuant to Article 47, groups of persons organized as a stand-alone entity and independent groups of goods dedicated to a certain purpose acquire legal personality in accordance with the special provisions related to them.
Legal entities are entitled to all rights and obligations, except those that are dependent on human-specific qualities by nature, such as gender, age, kinship (TMK Article 48).
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