With this article, we aim to summarize some of the main points to consider when choosing a trade name. Trade name is the name used by tradesmen in matters related to their commercial enterprises. Features regarding trade names are included in the third part of the Turkish Commercial Code titled “Trade Name and Business Name”.
Using a trade name is a legal obligation for tradesmen and it helps to distinguish a specific commercial enterprise from others. Here are the main points to consider regarding the trade name:
- What are the conditions for registering a trade name?
Tradesmen are obliged to register and announce their commercial enterprise and its trade name in the trade registry of the place where the business center is located, in a maximum period of fifteen days from the day their commercial enterprise is established. If the commercial enterprise in question has branches, they must also be registered and announced in the trade registry of the place where these branches are located. If the headquarters of the commercial enterprise is outside of Turkey, the branches of these enterprises in Turkey will be registered as local commercial enterprises, without prejudice to the provisions of their country’s laws regarding trade names. In addition, each branch will use the trade name of its headquarters indicating that it is a branch, and additions can be made if necessary. If the headquarters of the business is outside of Turkey, the trade name of the branch of the business in Turkey must indicate that it is a branch by stating the location of the headquarter. Here are some examples:
Let’s imagine a foreign company that has chosen Istanbul for its headquarters and Izmir for one of its branches. Smith Trading and Consultancy Limited Şirketi Merkezi İngiltere Istanbul Merkez Şubesi can be used for the head office, and Smith Trading and Consultancy Limited Şirketi Merkezi İngiltere İzmir Şubesi can be used for the branch opened later.
2) To what extent can additions be made in trade names? Why is there a need to make an addition to the name?
If the trade name you want to register has many similar ones previously registered in Turkey, it may be necessary to make an addition to this trade name in order to make them distinguishable. That being said, additions can also occur without obligation, as long as they are in accordance with the law. When making additions, these must be made in a way that does not mislead third parties and is not contrary to the truth or public order. Here are some examples:
Let’s imagine a company registered as “Ege İnşaat Pazarlama Sanayi ve Ticaret Anonim Şirketi”, in this case, another registration with the trade name “Ege İnşaat Turizm Tekstil Sanayi ve Ticaret Anonim Şirketi” will not be possible because the first phrases showing the addition and the business subject are the same.
However
while “Ege İnşaat Pazarlama Sanayi ve Ticaret Anonim Şirketi” is registered, “Ege Turizm Tekstil İnşaat Sanayi ve Ticaret Anonim Şirketi” is still registrable because even though the addition is the same, the first phrases indicating the business subjects are different.
Also, while “Ege İnşaat Pazarlama Sanayi ve Ticaret Anonim Şirketi” is registered, “Ege İnşaat Pazarlama Sanayi ve Ticaret Limited Şirketi” can not be registered, as the only difference between these two titles is the company type.
3) What should be considered for real persons and legal entities when choosing a trade name?
There are differences in this regard for real persons and legal entities. If the Merchant is a real person, the trade name must consist of the Merchant’s name and surname, written without any abbreviation with additions that can be made in accordance with the law. There are different rules for Merchant legal entities. For example; joint stock and limited companies will be able to choose their trade names freely as long as the business subject is shown, the words “joint stock company/limited company” indicating the company type is incldued in the trade names and if another addition is made, it is done within the framework of the law. However if the name or surname of a real person is included in the trade name, the phrases indicating the company type should be written without any abbreviation . Trade names of associations, foundations and other legal entities that own commercial enterprises are their names. If the partner whose name is in the trade name of one of the companies in question dies, and heirs replace the person, and approve or give permission for the continuation of the company, the trade name can still remain as it is. The trade name can still remain as it is even if the partner leaves the company gives written permission.
4) How can trade names be transferred?
The trade name cannot be transferred to anyone else separately from the business itself and unless otherwise agreed, the transfer of the business also means the transfer of the trade name and the transferee will have the right to use the trade name.
5) How are trade names protected?
The right to use the legally registered and declared trade name belongs only to the owner, and all courts, civil servants, chambers of commerce and industry, notaries and the Turkish Patent Institute are obliged to notify the competent authorities if they learn about the illegal status of the trade name while performing their duties. If there has been an infringement of the trade name, the right holder has the right to request the determination of this matter, the prohibition of the violation, the lawful alteration of the misused trade name if it has been registered, or the removal of the registration, the elimination of the financial situation that has arisen, if necessary, the destruction of relevant matters, and, if there is damage, the right to demand financial and moral compensation according to the severity of the fault, by filing a lawsuit against the relevant parties.
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