Commercial Agent in Türkiye

The commercial agent (Turkish: acente) is regulated under the Turkish Commercial Code (Art. 102 et seq. TCC) and represents an established form of sales and distribution organization. The use of a commercial agent is particularly suitable when a company wishes to distribute its products or services in a specific region without setting up its own branch office or subsidiary.

Contents

• What is a Commercial Agent?
• What are the characteristics of a Commercial Agent?
• What are the duties of a Commercial Agent?
• What are the rights of a Commercial Agent?
• When is the use of a Commercial Agent economically reasonable?

What is a Commercial Agent?

According to Art. 102 para. 1 TCC, a commercial agent is a person who – without being in a dependent legal position of the entrepreneur such as an attorney-in-fact, authorized signatory, sales employee, or other staff member – is, based on a contract, permanently entrusted in a certain place or region with mediating or concluding transactions relating to a commercial business in the name of the entrepreneur.

What are the Characteristics of a Commercial Agent?

The key features of a commercial agent are as follows:

1. Contractual basis: The legal relationship between the commercial agent and the entrepreneur is based on an agency agreement.
2. Independence: The commercial agent is not an employee of the entrepreneur and must not be integrated into the entrepreneur’s organization. They are not subject to hierarchical instructions but determine their working time and the manner of their activity independently.
3. Territorial scope: The commercial agent is usually responsible for a specific region.
4. Permanence: The relationship between the commercial agent and the entrepreneur must be designed for continuity. What matters is not necessarily a very long duration, but the fact that it is aimed at ongoing cooperation.
5. Acting in the entrepreneur’s interest: The commercial agent promotes or concludes business on behalf of the entrepreneur.

What are the Duties of a Commercial Agent?

According to the provisions of the TCC, the main duties of a commercial agent are:

• Mediation and conclusion of transactions: The commercial agent mediates or concludes contracts in the name of the entrepreneur without becoming a party to the contract. 
• Duty of loyalty and care: The commercial agent must safeguard the entrepreneur’s interests and conduct business with the diligence of a prudent merchant. 
• Duty of information and reporting: The commercial agent must keep the entrepreneur regularly informed about transactions mediated, the financial situation of customers, any changes in this situation, and relevant market and business developments.
• Non-compete obligation: Without the entrepreneur’s consent, the commercial agent may not act for competing companies.
• Accounting and surrender obligations: Everything the commercial agent receives in connection with his/her activity (e.g. payments or documents) must be duly accounted for and handed over to the entrepreneur.

What are the Rights of a Commercial Agent?

The TCC grants commercial agents several rights to secure their activity:

• Commission: They are entitled to commission if their mediation results in a contract being concluded in the entrepreneur’s name. Even if the entrepreneur fails to perform, the agent retains the right to commission unless the non-performance is not attributable to the entrepreneur.
• Post-contractual commission (customer protection): They are entitled to commission even after termination of the agency agreement, if the concluded transactions are substantially due to their efforts.
• Right to information: They have the right to receive information and accounts about mediated or concluded transactions and can demand all information necessary to perform the agency agreement.
• Right of retention: They may retain the entrepreneur’s assets in their possession until full payment of their claims.
• Exclusivity: Unless otherwise agreed in writing, the entrepreneur may not appoint more than one commercial agent in the same region for the same business sector.
• Compensation claim upon termination: Upon termination, the agent is entitled to compensation if (i) the entrepreneur continues to benefit significantly from customers acquired by the agent, (ii) the agent loses commission from transactions with these customers, and (iii) equity requires such compensation. No compensation is due if the agent terminated the agreement without cause attributable to the entrepreneur, or if the entrepreneur terminated for good cause due to the agent’s fault.

When is the Use of a Commercial Agent Economically Reasonable?

The use of a commercial agent is particularly advantageous when an entrepreneur:

• wishes to operate in a region without establishing a subsidiary or branch office,

• seeks to minimize costs and risks, as the agent usually works on a commission basis and eliminates fixed costs for staff, offices, and infrastructure,

• requires continuous market presence beyond occasional transactions,

• intends to benefit from local know-how and existing networks, especially when entering the Turkish market or expanding business in a specific region.

Legal support on Commercial Agency in Türkiye
 

The points above provide only an overview in the field of commercial agency. For individual advice, please contact our law firm directly. 

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