Background
The plaintiff, a former landlord, sought a court order requiring the correction of a defendant limited company’s address entry in the Istanbul Chamber of Commerce trade registry, alleging that the registered address no longer reflected reality — it was the plaintiff’s property at which the defendant had previously been a tenant. The trade registry’s own records confirmed that the defendant’s officially registered address was identical to the address the plaintiff wanted removed.
The action was filed at the Istanbul 15th Commercial Court of First Instance, which issued a sua sponte decision of lack of jurisdiction, reasoning that because the defendant company’s registered seat was in Bağcılar/Istanbul, the matter fell within the territorial competence of the Bakırköy courthouse. The Bakırköy 3rd Commercial Court of First Instance also declined jurisdiction, characterising the claim as an objection to a trade registry officer’s decision and applying Turkish Commercial Code (TTK) Art. 34/1 and Code of Civil Procedure (HMK) Art. 14, which it read as conferring exclusive jurisdiction on the commercial court at the location of the registry. This produced a negative jurisdictional conflict (karşı yetkisizlik), requiring the Istanbul Regional Court of Appeals to designate the competent court under HMK Arts. 21–22.
The Court’s Holding
The Regional Court held that the Bakırköy court’s characterisation of the claim was incorrect. The action was not a statutory challenge to a trade registry officer’s decision under TTK Art. 34/1: the defendant is a private company, not a trade registry officer, and no trade registry officer decision existed that could be the subject of a formal objection. The action was simply a civil claim for correction of the defendant’s registered address information.
Because the claim did not trigger any exclusive jurisdiction rule (kesin yetki), neither court was entitled to decline jurisdiction on its own motion. Under HMK Art. 19, a court may raise lack of venue sua sponte only where a statute expressly grants exclusive jurisdiction; absent such a statute, venue objections must be raised by a party. Since both courts acted without a party’s objection and without an applicable exclusive-venue provision, HMK Art. 19 operated to vest jurisdiction in the court where the case was originally filed — the Istanbul 15th Commercial Court.
The Regional Court added, obiter, that even if TTK Art. 34’s exclusive-jurisdiction rule for trade-registry matters were extended by analogy to address-correction claims, the outcome would be the same: Istanbul 15th Commercial Court sits at the location of the relevant registry. Accordingly, the Regional Court unanimously designated the Istanbul 15th Commercial Court as the proper forum. The decision is final and not subject to further appeal.
Key Takeaways
- A civil claim for correction of a company’s trade-registry address is not equivalent to a statutory “objection to a trade registry officer’s decision” under TTK Art. 34/1; the two legal pathways have different defendants, prerequisites, and venue rules.
- HMK Art. 14/2 — which grants exclusive jurisdiction over disputes between a company’s shareholders or members — has no application to address-correction claims brought by a third party such as a landlord.
- Under HMK Art. 19, a court may decline jurisdiction on its own motion only where a statute expressly creates exclusive venue (kesin yetki); absent such a statute, sua sponte jurisdictional dismissals are improper and vest jurisdiction in the originally chosen court.
- When two courts issue conflicting sua sponte decisions of lack of jurisdiction, the Regional Court of Appeals resolves the conflict under HMK Arts. 21–22, and its designation is final.
Why It Matters
This decision clarifies an important procedural distinction in Turkish commercial litigation: not every action that will ultimately require a change to trade-registry records qualifies as an “objection to a trade registry officer’s decision” attracting TTK Art. 34’s exclusive-venue rule. Practitioners seeking to compel correction of a competitor’s or former tenant’s registered address through ordinary civil litigation must be aware that no exclusive-venue provision governs such claims, making the general venue rules of HMK applicable and preserving the plaintiff’s initial choice of court.
More broadly, the decision reinforces the principle that sua sponte jurisdictional dismissals are an exceptional remedy reserved for express statutory exclusive-venue situations. Courts that decline jurisdiction without a party’s objection — and without a clear statutory mandate — risk creating procedural deadlocks that waste resources and delay litigants, as occurred here when both lower courts refused to proceed with the same case.