Turkey: Ship Mortgages Under The Commercial Enterprise Pledge


The commercial enterprise pledge, which is of great importance in business transactions as a type of security, is regulated under the Commercial Enterprise Pledge Act ("CEPA") No. 1447. In this article, pledges containing ships that are elements of a commercial enterprise regarding which a commercial enterprise pledge will be established will be examined considering the provisions regulating the commercial enterprise pledge and ship mortgages.

Commercial Enterprise Pledge

The commercial enterprise pledge agreement is defined in Art. 2 of CEPA. As per this article: "The commercial enterprise pledge agreement is concluded by and between credit institutions having legal personalities and which are established as corporations, real persons or enterprises having legal personalities active in sale of goods on account and cooperatives on one side and real persons or legal entities owning a commercial enterprise on the other." The scope of this agreement should detail, as specified in Art. 3 CEPA, the trade name and enterprise name, machinery, instruments, tools and motor transportation vehicles owned at the time of the registration of pledge and allocated to the activities of the commercial enterprise, intellectual property rights such as patents, trademarks, models, diagrams and licenses.

Some of these elements must be included in the scope of the commercial enterprise pledge; otherwise, the pledge agreement will be deemed invalid. Within that scope, the parties cannot exclude the trade name, company name and movable facilities of the enterprise from the scope of the agreement. However, intellectual property rights such as patents, trademarks, models, diagrams and licenses can be excluded from the commercial enterprise pledge by agreement of the parties.

Under Art. 4 CEPA, if there is no exclusion of any elements, as stated above, all the movable facilities of the enterprise must be included in the pledge agreement and a full list of the pledged elements representing their natures must be attached thereto.

The commercial enterprise pledge is a special regulation that establishes a pledge, which is a limited real right, on the whole of the movable facilities of the enterprise without the delivery of their possession.

Further studies must be carried out as to the legal question regarding ship mortgages listed amongst the movable property of a commercial enterprise. Where a ship registered in the ship registry is pledged under the commercial enterprise pledge, the Ship Registry authorities reject requests for registration. It would be convenient to study the provisions of the Turkish Commercial Code No. 6102 ("TCC") and CEPA together in order to clarify this issue.

The Ships under the Scope of the Commercial Enterprise Pledge

Art. 3 CEPA sets forth the elements falling within the scope of the commercial enterprise pledge agreement. Pursuant to this provision: "machinery, instruments, tools and motor transportation vehicles possessed at the time of the registration of the pledge and allocated to the activities of the commercial enterprise", which are also classified as the movable facilities of the enterprise are considered elements of the pledge, and their inclusion is mandatory according to Art. 4 CEPA.

Since Art. 936 TCC qualifies all vessels as movables, whether or not they are registered to the Ship Registry, the ships of an enterprise shall be included in the movable facilities of the enterprise as well. As a result, it may be concluded that a ship may be pledged without the delivery of its possession under commercial enterprise pledge agreements.

Consequently, as a general rule, ships also have to be added to the list when concluding a commercial enterprise pledge agreement. Otherwise, if an enterprise forgets to include a ship (which is a motor transport vehicle) within the agreement, it would not be possible to claim that the agreement is valid on the basis of the good faith principle, due to the importance of ships in business transactions.

The Distinction between Registered and Non Registered Ships under the Scope of the Commercial Enterprise Pledge

The last sub-article of Art. 3 CEPA stipulates that the provisions regarding ship mortgages in the TCC are reserved. Consequently, the legal nature of registered and non-registered ships should be examined separately. Under Art. 1014 TCC, it is stipulated that an agreement can establish a pledge on a registered ship only through ship mortgage.

Considering the clear provisions of the TCC and CEPA, it may be derived that it is necessary to establish a ship mortgage as a separate pledge and not within the scope of the commercial enterprise pledge, as in real estate.

One can conclude that the purpose of the legislator is to regulate ship mortgages in more detail, and to make sure the parties establish limited real rights on ships, which have a high economic value, same as real estate. Otherwise, it could be suggested that the purpose of Art. 1014 TCC was disregarded, taking into account the number of ships owned by commercial enterprises and the importance of their economic value.

Due to the above-mentioned provisions, even if the parties agree to establish a pledge on a registered ship through a commercial enterprise pledge agreement, no limited real rights can be established on said ship. This is because registered ships cannot be shown as an element included in the pledge agreement.

On the other hand, a pledge can be established on non-registered ships via a commercial enterprise pledge agreement regardless of their size and type. Furthermore, in the event the non-registered ships are not included within the scope of the pledge agreement, all commercial enterprise pledges may be deemed void. However, the fact that a pledge right is not established on registered ships shall not influence the validity of the commercial enterprise pledge agreement.


As a general rule, ships are considered as part of the movable facilities of an enterprise as a result of their nature as a movable property, and they can be subject to the commercial enterprise pledge. Nevertheless, the special provisions of the TCC and CEPA, which stipulate the provisions related to ship mortgages that are reserved, require making a distinction between registered and non-registered ships with respect to commercial enterprise pledge agreements. As a result of Art. 1014 TCC, which sets forth that a pledge can only be established on a registered ship via a ship mortgage, commercial enterprise pledge agreements cannot establish a pledge on registered ships. Where the parties agree to take out a security over the registered ships, they shall do so with a ship mortgage.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.