Who this page is for
You run or advise a business that deals with Türkiye — you sell to a Turkish buyer, source from a Turkish supplier, appoint a distributor or agent here, license your brand, or you have a Turkish counterparty who has stopped performing. You want your contracts to actually protect you under Turkish law, and you want a clear plan when a deal goes wrong.
This page is about commercial and contract law — the agreements your business runs on and the disputes that arise from them. If your question is about buying a company, shares or doing an acquisition, see Corporate & M&A. If you simply need to recover money already owed under an invoice or judgment, see debt collection and enforcement in Turkey. If your deal involves Turkish property, note that real-estate transfers have their own strict form requirements. We handle all of these as one full-service firm, so nothing falls between the gaps.
The Turkish legal framework for commercial contracts
Two codes do most of the work. The Turkish Code of Obligations No. 6098 (TBK) sets the general law of contract — formation, performance, breach, damages and termination. The Turkish Commercial Code No. 6102 (TTK) adds the rules that apply between merchants and businesses (tacir), including commercial customs, commercial default and unfair competition.
A few features surprise foreign businesses. Turkish law generally enforces a contract as written, so the wording matters enormously. Most commercial contracts do not need notarisation to be valid, but specific transactions (for example real-estate transfers or certain share dealings) have form requirements. And between merchants, the law expects you to act promptly — delay in objecting to an invoice or a defective delivery can cost you rights you assume are automatic.
Commercial contracts we draft and review
We prepare and review the full range of B2B agreements that cross-border businesses use in Türkiye, in bilingual or English form, including:
- Supply, manufacturing and purchase agreements — price, delivery, quality, Incoterms and acceptance.
- Distribution, agency and franchise agreements — territory, exclusivity, targets, and (critically) end-of-contract goodwill compensation under TTK Art. 122, which can apply to agents and, by analogy, to some distributors.
- Services, consultancy and outsourcing contracts.
- Shareholders' and joint-venture agreements (with our corporate and M&A team).
- Licensing, distribution of IP and technology-transfer agreements.
- General terms and conditions, framework agreements, NDAs and letters of intent.
We do not just translate a foreign template. A contract drafted for England or Germany often contains clauses that a Turkish court will read differently — or ignore. We adapt the deal to Turkish law so it holds up where it has to.
The clauses that decide who wins
When a dispute starts, a handful of clauses do the heavy lifting. We pay particular attention to:
- Governing law and jurisdiction — which law applies and which court or tribunal decides.
- Dispute resolution — courts, arbitration or stepped mediation/arbitration, and the seat and language of any arbitration.
- Penalty clauses (cezai şart) — allowed under TBK arts. 179–182; how robust yours is depends heavily on whether your counterparty is a merchant (see the callout below).
- Payment, default and interest — including commercial late-payment interest under TTK Art. 1530.
- Termination, force majeure and hardship — when each side can walk away, and on what notice.
- Liability caps, warranties and indemnities.
Get these clauses right and most disputes are resolved by reading the contract. Get them wrong and you litigate over what you meant.
Cross-border contracts: choice of law, forum and the CISG
For contracts with an international element, Turkish private international law (Law No. 5718, MÖHUK) generally lets the parties choose the governing law and, within limits, the forum. That freedom is powerful but not unlimited — certain mandatory Turkish rules still apply, and a foreign-court clause is only useful if the resulting judgment can be recognised and enforced in Türkiye.
For international sales of goods, the CISG (the 1980 Vienna Convention) has applied in Türkiye since 1 August 2011 (acceded by ratification Law No. 5870, no reservations). It applies automatically to many contracts between businesses in different member states unless the parties exclude it. Many businesses do not realise the CISG is governing their deal until a dispute arises.
When a contract goes wrong: commercial disputes
Non-payment, late or defective delivery, wrongful termination, breach of exclusivity, or a counterparty that simply disappears — commercial disputes take many forms. Our approach is the same: establish your position under the contract and the TTK/TBK, quantify the loss, and choose the route most likely to get you paid quickly and cost-effectively.
That often means a firm pre-action letter and negotiation before anything is filed. A well-evidenced demand from a Turkish law firm resolves a large share of disputes without a hearing. Where it does not, we are ready to move straight to mediation and then court or arbitration.
Freezing assets and securing your claim early
If you fear the counterparty will move money or stock before you can recover, Turkish law gives you two pre-emptive tools — and using them early is often what decides whether a judgment is worth anything.
- Preliminary attachment (ihtiyati haciz, İİK Art. 257) — a provisional freeze of the debtor's assets to secure a money claim, available before or during proceedings, usually against security.
- Interim injunction (ihtiyati tedbir, HMK Art. 389 and following) — a court order preserving the status quo, for example stopping a breach of exclusivity, confidentiality or unfair competition while the case runs.
Mandatory mediation before you can sue
Since 1 January 2019, mediation is a precondition (dava şartı) to filing many monetary commercial claims in Türkiye. The rule was introduced by Law No. 7155, which added Article 5/A to the Turkish Commercial Code (No. 6102). In practice, for most claims for a sum of money or compensation between businesses, you must complete a short mediation process before a court will hear the case.
Mediation is usually quick (often concluded within weeks) and confidential, and a settlement reached in mediation is directly enforceable. We represent you throughout, protect your position, and make sure the procedural step is completed correctly so your right to sue is preserved if mediation fails.
Commercial litigation and arbitration
If the matter has to be decided, specialised Commercial Courts of First Instance (Asliye Ticaret Mahkemesi) hear most commercial disputes, often sitting as a panel for larger claims and relying heavily on court-appointed expert reports.
Many international businesses prefer arbitration, and we draft for and conduct it. Türkiye has a modern International Arbitration Law No. 4686 (based on the UNCITRAL Model Law) and a respected institution in the Istanbul Arbitration Centre (ISTAC); ICC arbitration is also common. The two routes compare like this:
| Feature | Commercial court (Asliye Ticaret) | Arbitration (ISTAC / ICC) |
|---|---|---|
| Who decides | State judge(s), often with an expert panel report | Arbitrator(s) the parties help choose |
| Typical speed | Slower; appeals can add years | Often faster, with a tighter timetable |
| Confidentiality | Public proceedings | Private and confidential |
| Language | Turkish | Can be English (or any agreed language) |
| Cross-border enforcement | Foreign enforcement can be uncertain | Enforceable in 170+ states under the New York Convention |
| Appeal / review | Full appeal routes available | Very limited (set-aside only) |
| Cost | Lower up-front court fees | Higher fees, but often a faster overall result |
Arbitration can be faster, confidential and easier to enforce across borders under the New York Convention, to which Türkiye is a party. But it is not always the right answer — for a small, purely domestic debt, the commercial court (or straight enforcement proceedings) is usually cheaper. We advise on which route suits your contract and your commercial relationship before drafting the clause.
Unfair competition and protecting your commercial position
Commercial law is not only about contracts. The TTK (Arts. 54–63) prohibits unfair competition — Art. 55 lists example categories (misleading conduct, denigration of a competitor, breach of confidentiality, exploitation of another's work and similar behaviour), and Art. 56 sets out the actions and remedies available, including interim injunctions. If a former distributor, employee or competitor is damaging your business in Türkiye, you may be able to stop it and claim compensation.
We combine these tools with the relevant contract rights (non-compete, confidentiality, IP) and the interim-relief measures above to protect your market position quickly when speed matters.
Time limits, costs and a worked example
A worked example. A European manufacturer supplies goods to a Turkish distributor under an English-language contract with no governing-law or dispute clause. The distributor stops paying and claims the goods were defective. Because the contract is silent, the CISG and Turkish default rules apply, the dispute belongs in the Turkish commercial courts, and a TTK Art. 5/A mediation step is required first. The silent contract also forfeits the chance to exclude the CISG, to fix an enforceable arbitration forum, to set a robust penalty under TTK Art. 22, and to pre-agree security and interim relief.
With a clear governing-law, arbitration and penalty clause drafted at the outset — a few paragraphs — the same client would have had a faster, cheaper and more predictable route to payment. This is why we treat the contract, not the lawsuit, as the main event.
The figures, periods and deadlines above are general; we confirm the exact position for your contract and claim before you rely on any of them.
How Lexin Legal handles your commercial matter
You deal with the lawyer handling your file, in English, from first call to resolution. We start with a fixed or capped fee so you know the cost before you commit, and we tell you honestly when negotiation or mediation is a better use of your money than litigation. Because we are a full-service firm, the same team can move seamlessly from drafting your contracts to enforcing them and, if needed, collecting what you are owed through the Turkish execution system.
How we handle your file
Scope & fixed-fee quote
You send the contract or describe the dispute; we review it and send a written scope with a fixed or capped fee.
Review & strategy
We assess your position under the TTK/TBK and the contract, quantify what is at stake, and recommend the route most likely to get the result you want.
Draft, negotiate or demand
We prepare or renegotiate the agreement, or send a firm pre-action demand and open negotiations with the counterparty.
Mandatory mediation
Where the law requires it, we represent you through commercial mediation and press for an enforceable settlement.
Litigation or arbitration
If needed, we take the matter to the commercial court or to ISTAC/ICC arbitration and conduct it end to end.
Resolution & enforcement
We secure judgment, award or settlement — and, where money is owed, enforce it through the Turkish execution system.
Commercial & contract law in Turkey FAQ
Which law governs our contract with a Turkish company?
If you chose a governing law in the contract, Turkish private international law (MÖHUK No. 5718) will generally respect that choice, subject to certain mandatory Turkish rules. If the contract is silent, Turkish conflict rules decide — and for international sales of goods the CISG (in force in Türkiye since 2011) may apply automatically. We review your contract and tell you exactly which law governs.
Can we choose English law or a foreign court?
Often yes for the governing law, and frequently for the forum, especially via arbitration. But a foreign-court judgment is only useful in Türkiye if it can be recognised and enforced here under MÖHUK No. 5718, which is not always straightforward. For many cross-border deals we recommend arbitration with an award enforceable under the New York Convention instead. We advise on the safest choice for your situation.
Is our English-language contract valid in Turkey?
Generally yes — most commercial contracts are valid whatever the language, and bilingual contracts are common. Some documents filed with authorities or courts must be in Turkish or translated, and a few transactions (such as real-estate transfers) have form requirements. We make sure the version that matters is the one that protects you.
Do we really have to try mediation before suing?
For most monetary commercial claims, yes. Since 1 January 2019, mediation is a precondition to filing suit under TTK Art. 5/A (added by Law No. 7155), and a claim filed without it is dismissed on procedural grounds. Mediation is usually fast and confidential, and we represent you throughout so the step is done correctly and your right to sue is preserved.
How long do commercial disputes take in Turkey?
It varies widely with the claim and the court's workload. Mediation can resolve a matter in weeks; a contested commercial court case, with expert reports and a possible appeal, can take considerably longer. Arbitration is often faster. We give you a realistic timeline for your specific matter at the outset.
What is the limitation period for a commercial claim?
As a general rule, ten years for contractual claims (TBK Art. 146), but a five-year period (TBK Art. 147) applies to many recurring and specific claims, and some claims have shorter special periods. Because the period and its start date depend on the claim, take advice early rather than assuming you still have time.
Can we agree arbitration instead of going to the Turkish courts?
Yes. Türkiye has a modern International Arbitration Law (No. 4686) and a respected centre in ISTAC; ICC arbitration is also common. Awards are enforceable across borders under the New York Convention. Arbitration is not always the right answer, so we advise on whether it suits your contract and relationship — and compare it against the commercial courts — before drafting the clause.
Are penalty clauses enforceable, and can a court cut them down?
Yes — Turkish law allows agreed penalty clauses (TBK arts. 179–182). Under the general rule a court can reduce an excessive penalty on its own motion (TBK Art. 182/3). But where your counterparty is a merchant, TTK Art. 22 generally bars the debtor from demanding a reduction, so a commercial penalty clause is much more robust. The narrow exception is economic ruin or public-order limits under TBK Art. 27. A penalty clause should be drafted deliberately, not copied from a foreign template.
What can we claim on late commercial payments?
Beyond the debt itself, you can usually claim default interest, and commercial transactions have their own late-payment interest regime under TTK Art. 1530 (the rate is set annually by the Central Bank). Depending on the contract you may also claim agreed penalties and certain costs. We quantify the full amount due before sending a demand.
Do you handle distribution and agency agreements?
Yes — drafting, negotiation and disputes. These deserve special care in Türkiye because an agent may be entitled to goodwill compensation when the contract ends under TTK Art. 122, even where the contract is silent, and Turkish case law has extended this to some distributors by analogy. We structure the agreement to manage that risk from the start.
Can we get an urgent injunction or asset freeze in Turkey?
Often, yes. To secure a money claim you can seek a preliminary attachment (ihtiyati haciz, İİK Art. 257) that freezes the debtor's assets, and to stop ongoing harm you can seek an interim injunction (ihtiyati tedbir, HMK Art. 389 and following). Both can be applied for urgently, usually against security. For foreign creditors worried about a counterparty moving money, this is frequently the most effective first step.
How is this different from your debt collection service?
Commercial and contract law covers the agreements themselves and disputes about them — drafting, breach, termination and litigation or arbitration. Debt collection is the focused recovery of money already owed under an invoice or judgment through the execution system. The two often run together, and the same team handles both for you.
Can you act for us remotely if we are abroad?
Yes. Most clients work with us entirely by email, video call and a Turkish power of attorney, which lets us draft, negotiate, mediate, litigate and enforce on your behalf without you travelling. Everything is handled in English.
