Akademik Veri Yönetim Sistemi
ISTANBUL HUKUK MECMUASI, cilt.83, sa.4, ss.1397-1426, 2025 (ESCI, TRDizin)
Ottoman modernization gained momentum in the 19th century through reforms in commercial law and corporate models, with corporatization playing a central role in promoting capital accumulation and reshaping the legal framework. This transformation stands out as a concrete reflection of the effort to establish a balance between Islamic law and the increasingly capitalist economic structure. This article analyzes the mechanisms of legal personality and liability in Ottoman commercial law by comparing them with the partnership models of the Mecelle, focusing on the impact of these mechanisms on third parties. The research is based on the Ticaret-i Berriye Kanunu and commentaries on the Mecelle. The Commercial Code granted companies legal personality and adopted limited liability mechanisms to promote capital accumulation and economic growth, but it also created a more precarious legal environment for third parties. In contrast, the partnership models of the Mecelle - mudaraba, mufawada, and inan - ensured strong protection for the rights of third parties by allowing obligations and debts to extend to the personal assets of the partners. While the Commercial Code encouraged financial transactions to increase the operational capacity of companies, the Mecelle limited transaction authority to capital contributions and regulated credit-based commercial activities on the basis of collective and unlimited liability. These two distinct orientations within Ottoman commercial law reflect an attempt to strike a balance between Islamic principles and the increasingly capitalist legal framework. In conclusion, while the Commercial Code aimed to accelerate economic growth by establishing specific liability structures within companies, the Mecelle prioritized equity and the full fulfillment of debts in commercial activities. This study argues that the mechanisms of legal personality and liability in modern capitalist commercial companies be examined within the historical development of Ottoman law. Thus, it concludes that the impact ofjoint-stockcompanies on third-party rights should be reconsidered in line with the priorities of Islamic partnership law.