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Is it possible for the Trade Registry Office to register the business on its own?


The registry manager, who is informed of a matter whose registration is compulsory but which has not been requested to be registered in due time and as prescribed in law or which does not comply with the conditions in the third paragraph of Article 32, invites the relevant parties to fulfill their legal obligations within a suitable period to be determined or to prove that there are no reasons for the registration of that matter(Article 33/first paragraph of the Commercial Code).


The person who does not make a request for registration within the period given by the registry manager and does not report the reasons for avoidance is punished with an administrative fine of one thousand Turkish Liras by the highest civilian authority of the locality upon the proposal of the registry manager(Article 33/second paragraph of the Commercial Code).


If the reasons for avoidance are reported within the time limit, the commercial court of first instance, which is responsible for dealing with commercial cases in the place where the registry is located, examines the file and if concludes that there is a matter that needs to be registered, the court orders the registration of the matter to the registry manager, if does not, the court dismisses the registration request. Punishment of a person who does not request registration within the prescribed period or does not report the reasons for avoidance, with the penalty in the second paragraph, shall not prevent the implementation of this paragraph(Article 33/third paragraph of the Commercial Code).


Ex officio/sua sponte registration is not possible in our legal system. Pursuant to the above-mentioned Turkish Commercial Code article, the registry manager, who is informed of a matter whose registration is mandatory, but has not been requested to be registered as prescribed in law and in due time or a matter that does not comply with the conditions in the third paragraph of article 32, sends a letter to persons concerned to register the business or to inform the reasons for not registering. If there's no answer to that letter, an administrative fine of one thousand Turkish Liras is imposed by the highest civil authority of the locality, upon the proposal of the registry manager, pursuant to paragraph 2 of the article. In cases where a registration request is not made within the given period or the reasons for avoidance are reported, but these reasons are not deemed sufficient, the situation is notified by the registry office to the commercial court of first instance which is responsible for dealing with commercial cases in the place where the registry is located. The court evaluates whether there are conditions regarding whether the business should be registered or not and makes its judgement. In case the court decides to register the matter, the registration shall be made by the Trade Registry Office. Despite the administrative fine, in case of failure to submit an application for registration within the time limit set, the manager of the registry shall inform the court in the same way as indicated above. And in case the court decides to register the matter, the registration shall be carried out by the Trade Registry Office.