REDUCTION OF THE PENAL CLAUSE WITHIN TRANSFER OF SHARES CONTRACT IN LIMITED LIABILITY COMPANY

According to the Turkish Code of Obligations Art. 182/3, Judge reduce exces-sive penal clause ex officio. However, in the Turkish Code of Commerce Art. 22, it is forbidden for the merchant to request a reduction. In order to carry out Art. 22 of TCC, the debtor must have the title of merchant and the debt must be re-lated to the merchant s commercial enterprise. According to the provision of the Turkish Commercial Code, determining the title of merchant is not a controver-sial issue. At this point, whether the limited company share transfer contract is related to the commercial enterprise of the parties is the main issue. In this study, whether the limited company share transfer contract is related to mer-chant’s commercial enterprise or not is evaluated separately in terms of real person merchants, legal person merchants and controlling enterprise.