Commercial contracts in Turkey are governed primarily by the Turkish Code of Obligations (Türk Borçlar Kanunu, Law No. 6098, TBK) and the Turkish Commercial Code (Türk Ticaret Kanunu, Law No. 6102, TTK), supplemented by sector-specific legislation — consumer protection, distribution, franchise, competition, and capital markets law — depending on the nature of the agreement. These statutory frameworks establish the default rules that fill any gap a contract leaves open: where a contract is silent on notice periods, liability caps, or interest on late payment, Turkish law supplies a default that the parties may not have anticipated and may not prefer. The practical implication is that commercial contract drafting in Turkey requires simultaneously addressing the commercial objective, the specific TBK and TTK provisions that apply by default, the enforcement reality of Turkish commercial courts, and the sector-specific compliance layer that may add mandatory terms or restrict party autonomy. A contract reviewed only against the commercial terms — without checking whether Turkish mandatory rules override agreed terms, or whether the agreed notice and default provisions will hold up in an enforcement proceeding — leaves the client exposed precisely when the contract needs to perform. The Turkish Code of Obligations and Turkish Commercial Code are accessible at Mevzuat. This page sets out how we approach commercial contract work for Turkish and foreign clients across the main contract categories.
Sales agreements
A lawyer in Turkey advising on sales agreements must explain that a Turkish sales agreement (satış sözleşmesi) is governed primarily by TBK Articles 207–281, which establish the seller's delivery and warranty obligations and the buyer's payment and acceptance obligations as default rules — rules that apply in the absence of express contractual provisions to the contrary, but that can be modified by agreement within the limits of mandatory law. The key drafting decisions in a Turkish sales agreement are: precisely defining what constitutes delivery (physical transfer versus risk and title transfer), which determines when the seller's obligation is discharged; defining the acceptance procedure and defect notification timeline, which determines the buyer's window for rejecting non-conforming goods; defining the consequences of late payment, including the applicable interest rate (contractual or statutory) and the seller's right to withhold future deliveries; and defining force majeure events and their consequences in a way that is neither too broad (releasing parties from foreseeable performance obligations) nor too narrow (failing to address genuine disruptions). Practice may vary by authority and year — verify current Turkish court interpretations of defect notification deadlines under TBK before finalizing the acceptance and rejection procedure.
An Istanbul Law Firm advising on cross-border sales agreements with Turkish parties must explain that Turkey has ratified the UN Convention on Contracts for the International Sale of Goods (CISG), which applies by default to sales contracts between parties from different CISG member states unless the parties explicitly exclude it. For Turkish companies trading with counterparties in CISG member states, CISG may govern the transaction unless the contract contains an explicit opt-out clause. The CISG framework differs from Turkish domestic sales law in material ways — particularly in its treatment of buyer's notification deadlines for defects — and a company that applies Turkish domestic law expectations to a CISG-governed transaction will miscalculate its rights. We review cross-border sales agreements for CISG applicability as a standard step and advise on whether opting into CISG, opting out, or explicitly selecting Turkish law is more favorable for the specific commercial relationship. Practice may vary — verify current Turkish court practice on CISG application and any recently changed ratification status of key trading partner countries before finalizing governing law selections.
Distribution and agency agreements
A law firm in Istanbul advising on distribution agreements must explain that distribution agreements in Turkey occupy a legally sensitive position — they are not specifically regulated by a single Turkish statute (unlike employment or agency agreements), but they interact with Turkish competition law, Turkish trademark law, and the general contractual principles of the TBK in ways that create constraints on what the parties can agree and significant consequences for termination. The Turkish Competition Board (Rekabet Kurulu) enforces the Block Exemption Communiqué for Vertical Agreements, which governs what territorial restrictions, selective distribution criteria, non-compete obligations, and resale price limitations are permissible in distribution arrangements. A distribution agreement that includes provisions violating the block exemption — for example, an absolute territorial restriction on the distributor's passive sales — is void to the extent of the violation, potentially affecting the entire agreement's validity. Practice may vary by authority and year — verify current Turkish Competition Board enforcement priorities and the applicable block exemption thresholds before drafting exclusivity or territorial restriction provisions.
An English speaking lawyer in Turkey advising on agency agreements must explain that Turkish commercial agency (ticari acente) is specifically regulated by TTK Articles 102–123, which impose mandatory protections for commercial agents that the parties cannot contract out of — including the agent's right to commission on transactions concluded after the agency ends where the transaction results from the agent's prior activity, and the agent's right to compensation (denkleştirme tazminatı) upon termination where the agent has brought new customers or significantly increased business. The denkleştirme claim is capped at one year's average annual commission over the last five years but cannot be excluded by agreement. For principals who want to engage Turkish-based sales representatives without exposing themselves to mandatory agent compensation claims, the structure of the relationship — commercial agent versus independent contractor versus employee — must be assessed carefully against the functional reality of the arrangement. The commercial litigation Turkey framework — covering enforcement of agency commission and compensation claims — is analyzed in the resource on commercial litigation Turkey. Practice may vary — verify current TTK commercial agency provisions and Turkish court interpretations of the denkleştirme calculation methodology before finalizing an agency arrangement.
Service and consultancy agreements
A Turkish Law Firm advising on service agreements must explain that Turkish law distinguishes between two principal service contract types that have different default rules: the service contract (hizmet sözleşmesi, TBK Articles 393–447), which describes an employment-like relationship where the service provider works under the client's direction and control; and the work contract (eser sözleşmesi, TBK Articles 470–486), which describes a relationship where the service provider commits to producing a defined result. The distinction matters because the default rules differ significantly — particularly for defect liability, acceptance procedures, and termination rights. A consultancy or professional services arrangement that is drafted without specifying which type it is, or that uses mixed characteristics of both, may be classified by a court in a way the parties did not intend. We specify the contract type and calibrate the drafting accordingly for each service mandate. Practice may vary by authority and year — check current Turkish court classification approaches for hybrid service and work arrangements, particularly in IT and project-based professional services contexts.
A lawyer in Turkey advising on scope definition and change control in service agreements must explain that inadequately defined service scope is the single most frequent cause of Turkish commercial service disputes — because when deliverables are described vaguely, the parties' performance expectations diverge over time and the resulting dispute becomes a credibility contest rather than a document check. A service agreement should define deliverables in terms of objective, verifiable outputs rather than efforts; should specify an acceptance procedure that requires the client to actively accept or reject each deliverable within a defined period (failing which acceptance is deemed); should require written change orders for any scope expansion rather than allowing informal expansions through email or verbal instruction; and should specify the contractual consequences of scope creep — including the right to suspend performance pending change order execution. Practice may vary — verify current Turkish court approaches to implied acceptance of service deliverables and the evidentiary weight of email-based scope expansions in service contract disputes before finalizing the acceptance and change control mechanism.
Manufacturing and supply agreements
An Istanbul Law Firm advising on manufacturing agreements must explain that a manufacturing agreement (imalat sözleşmesi) in Turkey combines elements of the eser sözleşmesi (work contract) framework — because the manufacturer commits to producing a specified result — with supply chain, quality assurance, and intellectual property dimensions that are not fully addressed by the TBK default rules and must be specifically negotiated. The critical drafting elements are: technical specifications and quality standards, defined with sufficient precision to allow objective conformity assessment; acceptance testing protocols, including the consequences of test failure and the process for cure and retest; defect liability provisions, including the duration and scope of the manufacturer's warranty obligations; intellectual property ownership — particularly for custom tooling, molds, and manufacturing know-how developed during the relationship; minimum order commitments and volume-based pricing mechanisms; and force majeure provisions that address the specific disruption risks of the manufacturing relationship (raw material shortages, energy supply, labor action). Practice may vary by authority and year — verify current Turkish product liability legislation and court interpretations of manufacturer warranty obligations before finalizing defect liability and recall provisions.
An English speaking lawyer in Turkey advising on Incoterms and delivery risk allocation in Turkish supply agreements must explain that the selection of the applicable Incoterms rule — which determines where delivery occurs, who bears the cost and risk of transport, and who is responsible for customs clearance — has direct legal consequences for the Turkish party's VAT and customs obligations, and must be coordinated with the Turkish customs and tax framework rather than simply copied from an international template. A supply agreement that specifies DDP (Delivered Duty Paid) delivery to a Turkish address places the export customs clearance, import customs clearance, and all related duties on the foreign supplier — which is often impractical or undesirable from the foreign supplier's perspective. A supply agreement that specifies EXW (Ex Works) places the entire logistics and import obligation on the Turkish buyer. Each Incoterms selection has different implications for the parties' VAT and customs compliance obligations in Turkey. We coordinate Incoterms selection with the customs and VAT analysis for each supply relationship. Practice may vary — verify current Turkish customs authority and Revenue Administration positions on the VAT treatment of specific Incoterms arrangements before finalizing delivery and pricing terms.
Joint venture and partnership agreements
A law firm in Istanbul advising on joint venture agreements must explain that Turkish law does not have a single dedicated joint venture statute — a JV in Turkey can be structured as an ordinary partnership (adi ortaklık, TBK Articles 620–645), a limited liability company, or a joint stock company, and the legal framework governing the JV depends entirely on the chosen form. An adi ortaklık (contractual JV without a separate legal entity) is the simplest structure but has significant limitations: it does not have legal personality, its assets are jointly owned by the partners, and each partner is jointly and severally liable for JV obligations to third parties. A JV structured through a Turkish limited liability company (limited şirket) or joint stock company (anonim şirket) benefits from limited liability and separate legal personality but requires compliance with the full TTK corporate governance and capital framework. The choice of JV structure must be aligned with the partners' governance preferences, tax objectives, liability tolerance, and exit planning requirements. Practice may vary by authority and year — verify current TTK requirements for corporate JV structure and current Turkish tax treatment of JV profit distributions before selecting and documenting the JV form.
A Turkish Law Firm advising on governance provisions in Turkish JV agreements must explain that the governance framework of a Turkish JV — regardless of its legal form — must specifically address several questions that the TTK leaves to party agreement: decision-making thresholds for ordinary and reserved matters; the process for resolving deadlock between partners with equal voting rights; information and audit rights for each partner; the conditions under which a partner can transfer their interest to a third party or to the other partner; the consequences of a partner's insolvency or change of control; and the dispute resolution mechanism for JV disagreements. A deadlock provision is particularly important in 50/50 JVs because Turkish corporate law does not automatically resolve management deadlocks — a deadlocked Turkish company can become operationally paralyzed without a contractual exit mechanism. Practice may vary — verify current Turkish court enforcement approaches to JV deadlock provisions and buy-sell mechanisms before finalizing the governance and exit framework.
Licensing and franchise agreements
A lawyer in Turkey advising on IP licensing agreements must explain that technology, software, and brand licensing arrangements in Turkey must address both the intellectual property law dimension and the contractual dimension — and the two are not always aligned. Turkish copyright law (FSEK, Law No. 5846) and trademark law (Sınai Mülkiyet Kanunu, Law No. 6769) each contain provisions that affect what can be licensed, how licenses can be structured, and what protections licensees and licensors have when the relationship breaks down. A software license that grants the licensee rights that FSEK restricts from contractual transfer — such as the right to modify the source code — may be limited by the statutory framework regardless of the contract's language. A trademark license that does not include quality control provisions may jeopardize the trademark's validity in Turkey because uncontrolled trademark licenses can result in genericness or abandonment claims. Practice may vary — verify current Turkish IP court interpretations of FSEK and SMK licensing requirements for the specific IP category being licensed before finalizing the license structure and scope.
An Istanbul Law Firm advising on franchise agreements in Turkey must explain that franchise relationships in Turkey are governed by the general principles of Turkish contract law (there is no dedicated franchise statute), supplemented by Turkish Competition Board guidance on franchise arrangements and the Ministry of Trade's disclosure requirements for franchise systems. The most common legal risks in Turkish franchise arrangements involve: inadequate pre-contract disclosure to the franchisee about the franchise system's financial performance history and the true cost of entry; territorial exclusivity provisions that may violate Turkish competition law depending on the market share of the franchisor and the duration of the exclusivity; post-termination non-compete obligations, which must be limited in duration and geographic scope to be enforceable under Turkish law; and brand use obligations and quality control provisions, which must be sufficiently specific to protect the franchisor's trademark while not being so burdensome as to make the franchise commercially unviable. Practice may vary by authority and year — check current Turkish Competition Board guidance on franchise arrangements and current Ministry of Trade franchise disclosure requirements before finalizing any franchise disclosure document or agreement.
Cross-border contracts with Turkish parties
A law firm in Istanbul advising on governing law selection in cross-border commercial contracts must explain that Turkish private international law (Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun, MÖHUK, Law No. 5718) generally respects party choice of foreign law as the governing law of a commercial contract — but Turkish courts will nonetheless apply Turkish mandatory rules (emredici hükümler) and Turkish public policy (kamu düzeni) regardless of the parties' governing law selection. This means that a contract between a foreign company and a Turkish distributor, governed by English law as agreed by the parties, will still be subject to Turkish competition law restrictions on territorial exclusivity, Turkish mandatory commercial agency compensation provisions if the Turkish party qualifies as a ticari acente, and Turkish public policy limitations on liability exclusion clauses. Foreign law selection does not export the Turkish party from the reach of Turkish mandatory rules. Practice may vary — verify current Turkish court practice on the application of mandatory Turkish rules to foreign-law-governed contracts before advising on governing law selection in any Turkey-related commercial arrangement.
An English speaking lawyer in Turkey advising on dispute resolution clauses in cross-border contracts must explain that the dispute resolution forum selected for a contract between a Turkish party and a foreign party has direct implications for enforcement: a foreign judgment against a Turkish party requires Turkish court recognition through a tenfiz or tanıma proceeding before it can be enforced against Turkish-located assets, while an arbitral award in a New York Convention member state's arbitration is directly enforceable in Turkey through an exequatur proceeding with a narrower set of refusal grounds. For contracts where enforcement against Turkish assets is a realistic concern, international arbitration with a recognized seat is generally a more reliable enforcement route than foreign court litigation. The governing law, forum, and language of the contract should be selected together rather than independently — a contract governed by Turkish law with an Istanbul arbitration seat is internally consistent; a contract governed by English law with ISTAC arbitration in Istanbul creates some procedural friction around the interaction of English substantive law with Turkish procedural support. The enforcement proceedings Turkey framework — covering recognition of foreign judgments and arbitral awards — is analyzed in the resource on enforcement proceedings Turkey. Practice may vary by authority and year — verify current Turkish court exequatur practice for foreign judgments from the specific counterparty's country before finalizing the dispute resolution clause.
Contract review and risk assessment
A Turkish Law Firm advising on contract review mandates must explain that a thorough commercial contract review in Turkey addresses four dimensions that a surface reading may miss. First, Turkish mandatory law compliance: which provisions in the draft contract are overridden by Turkish mandatory rules regardless of what the contract says, and which Turkish statutory defaults apply to fill gaps in the contract. Second, enforcement reality: which provisions will hold up in a Turkish commercial court enforcement proceeding, and which — despite appearing commercially reasonable — create evidentiary or procedural problems in practice. Third, asymmetric risk: where the draft creates obligations or remedies that are unreasonably one-sided given the commercial balance of the relationship, and where those asymmetries are likely to create leverage for the counterparty in a future dispute. Fourth, practical operability: whether the contract's procedural requirements — notice periods, acceptance timelines, change request procedures — can actually be implemented by the parties' internal teams. A contract that is legally sound but operationally impractical becomes non-compliant in practice. Practice may vary — verify current Turkish court precedents on the specific provision types being reviewed before finalizing the risk assessment.
A lawyer in Turkey advising on red flag identification in Turkish commercial contracts must explain that the most commercially significant red flags in contracts presented by Turkish counterparties typically include: limitation of liability clauses that exclude liability for fraud (hile) or gross negligence (ağır ihmal), which Turkish law generally treats as non-excludable; unilateral price adjustment clauses that allow the counterparty to change prices without objective criteria or notice obligations; termination for convenience provisions with inadequate notice periods that may leave the other party without adequate time to transition; intellectual property assignment clauses that purport to transfer rights the assignor does not own or cannot freely transfer; automatic renewal provisions with inadequate opt-out windows; and jurisdiction clauses designating a foreign court that lacks realistic enforcement connection to the transaction. We identify these risks systematically as part of every contract review mandate and advise on specific redline language to address each identified issue. Practice may vary — check current Turkish court treatment of specific clause types before finalizing the redline position on any material contract provision.
Contract enforcement and default management
An Istanbul Law Firm advising on contract enforcement in Turkey must explain that enforcing a commercial contract in Turkey requires building an evidence chain from the moment of default — not retrospectively when litigation is already under way. The evidence chain must include: the operative contract version with signatures; the delivery, acceptance, or performance record that proves the enforcing party's obligations were discharged; the invoice or payment demand record; the default notice (ihtarname) sent through a legally traceable delivery method (typically notarial service, registered mail, or KEP registered electronic mail); and the response (or non-response) to the default notice. A creditor who has sent an ihtarname by WhatsApp message and has no proof of receipt, or whose invoice amounts differ from the contract's pricing schedule, or whose delivery notes are unsigned, will face avoidable procedural obstacles in enforcement proceedings. We review the evidence chain before any enforcement action is taken and identify gaps that can be cured before they become litigation liabilities. Practice may vary by authority and year — verify current Turkish commercial court procedural requirements for documentary evidence in contract enforcement proceedings before commencing any enforcement action.
A best lawyer in Turkey managing contract enforcement must explain that Turkish commercial courts distinguish between claims that are immediately executable — where the creditor holds a document qualifying as an enforcement title (ilam veya ilam niteliğinde belge) — and claims that require a full civil proceeding to establish before enforcement can begin. For contract claims where no enforcement title exists, the creditor must either pursue a civil lawsuit (hukuk davası) in the commercial court, or file an opposition-triggering enforcement proceeding (ilamlı icra takibi) that the debtor can suspend by filing a written objection. When the contract includes a promissory note, a pledge, or another qualifying instrument, a faster enforcement lane may be available. Where interim protection is needed to preserve assets pending the outcome of the main proceeding, a precautionary attachment application (ihtiyati haciz) must be supported by evidence of both the claim and the urgency. The debt recovery law Turkey framework — covering the complete enforcement and collection process — is analyzed in the resource on debt recovery law Turkey. Practice may vary — verify current Turkish enforcement office procedures and court practices before selecting an enforcement strategy for a specific contract claim.
How we work
A law firm in Istanbul structuring a contract mandate begins with three questions: what is the commercial objective, what is the realistic enforcement scenario if performance fails, and what mandatory Turkish law rules apply to this transaction type. These three questions together determine the drafting strategy — not just what the contract says, but how the contract positions the client when the relationship breaks down. For new contract drafts, we produce a contract that is commercially aligned, legally compliant with Turkish mandatory rules, and operationally implementable by the client's business team. For contract reviews, we deliver a written risk assessment that identifies specific issues, explains the Turkish law basis for each risk, and provides specific redline language to address it. For enforcement mandates, we build the evidence chain and advise on the appropriate enforcement track before committing to any action. Practice may vary by authority and year — check current guidance from applicable Turkish courts and authorities before acting on any general contract law analysis, as statutory interpretation and court practice evolve.
ER&GUN&ER advises Turkish and foreign companies on commercial contract drafting, review, negotiation, and enforcement across all major contract categories — sales, distribution, agency, service, manufacturing, JV, licensing, and franchise. We work in English throughout international mandates and coordinate with financial advisors, technical experts, and foreign co-counsel as required by the specific transaction. The Istanbul Bar Association at istanbulbarosu.org.tr provides resources for identifying qualified practitioners. Practice may vary — check current guidance before acting on any information on this page.
Frequently Asked Questions
- What law governs commercial contracts in Turkey? The Turkish Code of Obligations (TBK, Law No. 6098) and the Turkish Commercial Code (TTK, Law No. 6102) are the primary frameworks. Sector-specific rules — competition, consumer protection, franchise disclosure, capital markets — apply as an additional layer depending on the transaction type.
- Can parties choose foreign law to govern a Turkish commercial contract? Yes — Turkish private international law (MÖHUK) generally respects governing law choices. However, Turkish mandatory rules and public policy apply regardless of the chosen governing law, meaning certain Turkish protections (competition law, mandatory agency compensation) cannot be contracted out of by selecting foreign law.
- Does CISG apply to sales contracts with Turkish parties? Turkey has ratified CISG, so it applies by default to sales between parties from different CISG member states unless explicitly excluded. CISG differs from Turkish domestic sales law in material ways, particularly in defect notification timelines.
- What is the mandatory commercial agent compensation (denkleştirme) under Turkish law? TTK Articles 122–123 grant commercial agents a compensation claim upon termination, capped at one year's average annual commission. This right cannot be excluded by agreement — it applies regardless of contract terms.
- Are non-compete clauses enforceable in Turkish commercial contracts? Post-contractual non-compete clauses must be limited in geographic scope and duration to be enforceable. Turkish courts assess proportionality, and overly broad non-competes may be reduced by the court rather than held void in their entirety.
- What is an ihtarname and when is it required? An ihtarname is a formal written default notice — typically sent through a notary, registered mail, or KEP registered electronic mail — that places the counterparty in formal default. It is a prerequisite for many contract remedies and establishes the evidence of notice that enforcement proceedings require.
- Do commercial contracts in Turkey need to be notarized? Most commercial contracts do not require notarization. Exceptions include contracts for real estate transfer, certain pledge agreements, and powers of attorney. However, notarization of signatures can strengthen evidential value in enforcement proceedings.
- Can I use an English-only contract in Turkey? English-only contracts are valid between commercial parties. However, Turkish courts conduct proceedings in Turkish, so a contract in dispute will be officially translated. Translation risks (terminological divergence, nuance loss) can be managed by producing a bilingual contract with a designated controlling language version.
- What is the statute of limitations for commercial contract claims in Turkey? The general limitation period under TBK is ten years for contractual claims. TTK provides a shorter five-year period for certain commercial transaction claims. Specific limitation periods apply to particular claim types (defect claims, carrier liability, etc.).
- Do you draft and review contracts in English? Yes — we draft and review all commercial contracts in English and produce bilingual Turkish/English versions where required. All client-facing communication is in English for international mandates.
Author: Mirkan Topcu is an attorney registered with the Istanbul Bar Association (Istanbul 1st Bar), Bar Registration No: 67874. His practice focuses on cross-border and high-stakes matters where evidence discipline, procedural accuracy, and risk control are decisive.
He advises companies and investors across Commercial Contract Law, Corporate Law, Commercial Litigation, and cross-border enforcement matters where contractual precision and enforcement realism are decisive.
Education: Istanbul University Faculty of Law (2018); Galatasaray University, LL.M. (2022). LinkedIn: Profile. Istanbul Bar Association: Official website.
