The complaint I hear most often from the people who run companies in Turkey is not about the quality of the legal advice they receive. It is about its speed and its form. A purchasing director asks for a supply contract and waits two weeks for a first draft; a finance director asks whether a customer's demand letter has to be answered and gets a telephone opinion nobody will put in writing; a foreign general manager asks for the answer in English and receives a Turkish memorandum to translate. None of that is required by Turkish law. Most commercial contracts in Turkey can be concluded without any form, signed electronically and delivered the same day; the rules on who may sign, what a payment term may say and how far liability can be limited are written in a handful of articles that a prepared lawyer applies from memory. This page sets out what an operating company should expect from legal counsel in Turkey, statute by statute, and how we deliver it: contract review and drafting on a fixed turnaround, a mandate to negotiate on the company's behalf, and written answers in any language the board reads, with meetings conducted in Turkish or English.
Sources, checked 11 September 2026. Turkish Code of Obligations No. 6098, Articles 1 to 15, 20 to 25, 27, 115, 179 to 182 and 444 to 447; Turkish Commercial Code No. 6102, Articles 18, 22, 40, 370, 371, 408, 595 and 1530; Electronic Signature Law No. 5070, Article 5; Law No. 3095 on legal and default interest as amended by Law No. 7589 (Official Gazette 33326, 31 July 2026); the Central Bank communiqué of 2 January 2026 (Official Gazette 33125) under Article 1530(7); Communiqué No. 2008-32/34 on Decree No. 32, Article 8, as amended through Communiqué No. 2025-32/72; the Competition Authority's Communiqué No. 2026/2 (Official Gazette 33165, 11 February 2026); Law No. 6698, Article 13; the 2026 consumer arbitration threshold communiqué (Official Gazette 33116, 23 December 2025).
What an operating company actually needs from legal, and how fast
The legal work of a trading company in Turkey is repetitive, time-critical and mostly governed by a few statutes. The table below is the list I give a new corporate client on the first day, with the rule that decides each item and the turnaround our team works to once the company's templates, signatories and standard positions are on file.
| Recurring task | Turkish law that decides it | Working turnaround |
|---|---|---|
| Review of a counterparty's NDA, supply, service or distribution contract | Code of Obligations Art. 1 to 15, 20 to 25, 115, 179 to 182; Commercial Code Art. 1530 | Same business day for standard documents |
| Drafting a contract on the company's own terms | Code of Obligations Art. 12 to 15; Electronic Signature Law Art. 5 | Same business day from an existing template, two business days bespoke |
| Checking who may sign for the counterparty | Commercial Code Art. 40, 370, 371 | Within the hour, from the trade registry gazette |
| Written answer to a customer, supplier or authority | Commercial Code Art. 18(3); Law 6698 Art. 13; Law 6502 | Same business day where a deadline runs |
| Negotiating on the company's behalf | Code of Obligations Art. 3 to 11 on offer and acceptance; a written mandate | Scheduled within two business days, in Turkish or English |
| Share or asset purchase and sale | Commercial Code Art. 408, 490, 595; Communiqué 2010/4 as amended by 2026/2 | Timetable set at the first meeting |
Why a Turkish contract can be finished the same day
Article 1 of the Code of Obligations forms a contract by the mutual and matching declarations of the parties, express or implied, and Article 2 treats it as concluded once the essential points are agreed even if secondary points are left open. Article 12 states the rule that decides most of the speed question: the validity of a contract is not subject to any form unless the law prescribes one. Where writing is required, Article 14 is satisfied by a signed letter, a telegram, a confirmed fax or a text sent and stored with a secure electronic signature, and Article 15 gives the secure electronic signature every legal effect of a handwritten one. Article 5 of the Electronic Signature Law repeats the equivalence and lists the exceptions: transactions the law subjects to an official form or a special ceremony, and security contracts other than bank letters of security and Turkish insurers' surety bonds. Article 18(3) of the Commercial Code fixes how merchants send the notices that matter, default notices, terminations and rescissions: through a notary, by registered letter with return receipt, by telegram or through the registered electronic mail system. Put together, a supply agreement between two companies, an NDA, a service contract or a framework agreement can be negotiated by email, concluded by exchange of electronically signed copies and notified through registered electronic mail on the day the commercial terms are agreed. The exceptions are known in advance: a sale or lease of real estate, the transfer of a limited company share under Article 595 of the Commercial Code, which needs a notarised signature, and any document the parties themselves have made subject to a form under Article 17 of the Code of Obligations. A lawyer who knows which side of that line a document sits on does not need ten days.
Who may sign, and how we check it in minutes
Article 370 of the Commercial Code gives representation of a joint stock company to the board, by joint signature unless the articles say otherwise, and lets the board delegate it to managing directors or third-party managers, provided at least one board member keeps signing authority. Article 371 makes the company bound by acts within its purpose and business scope, and even by acts outside it unless the third party knew or should have known, with the published articles alone not enough to prove that knowledge; limitations of authority bind third parties only where they are registered and published, and only two kinds may be registered, a restriction to the head office or a branch and a joint signature requirement. Article 371(7) allows the board to appoint employees or non-signing directors as commercial agents with limited authority, set out in an internal directive that must be registered and published, with the board jointly liable for their acts. Since the 2021 amendment to Article 40, the signatures of the persons authorised to sign for a company are drawn from public databases into the trade registry file, and only where none exists is a signature declaration lodged at the registry. The practical consequence for a purchasing department is that the counterparty's signatories, their joint or sole authority and any registered limits can be read from the Trade Registry Gazette before the contract is sent, and that a contract signed by a person listed there with the correct combination of signatures binds the counterparty. For negotiations we act under a written mandate that states the company's limits, which we keep to the letter and confirm in writing after each session.
The clauses that decide the money
Four sets of rules turn a commercial draft from acceptable to dangerous, and I read every incoming contract against them. First, payment terms. Article 1530 of the Commercial Code applies to supplies of goods and services between businesses: the debtor is in default without notice on the agreed date, the agreed period may not exceed sixty days from receipt of the invoice or the goods unless a longer period is expressly agreed and is not grossly unfair to the creditor, and sixty days is an absolute cap where the creditor is a small or medium enterprise or an agricultural producer or the debtor is a large enterprise; a clause excluding late payment interest or setting it unfairly low is void. Where the contract is silent, the Central Bank's rate under Article 1530(7) applies, fixed for 2026 at 43 per cent a year with a minimum recovery cost of 2,020 TL, and the general commercial default rate under Article 2(2) of Law 3095 is the Central Bank's advance rate at the previous year end, 39.75 per cent for 2026; the legal interest rate itself was re-based by Law 7589 on 31 July 2026 to eighty per cent of the Central Bank's discount rate. Second, penalty clauses. Articles 179 to 182 of the Code of Obligations let the parties fix a penalty freely and make it payable without proof of loss, but a merchant cannot ask the court to reduce an excessive penalty under Article 22 of the Commercial Code, so the figure a Turkish company signs is the figure it will pay, subject only to the outer limit of Article 27 on immorality. Third, liability caps. Article 115 makes void any advance exclusion of liability for gross fault, and any exclusion in favour of a party providing a licensed professional service; caps on ordinary negligence are valid. Fourth, standard terms. Articles 20 to 25 apply to general transaction conditions between merchants as much as consumers: terms the other side was not clearly told about and given the chance to read are deemed unwritten, unusual terms are deemed unwritten, ambiguity is read against the drafter, and terms that unfairly burden the other side are void. A foreign group's global terms, attached to a Turkish purchase order by reference, routinely fail the first two tests. To these four I add a fifth for foreign-owned companies: the currency of the contract, set out below.
Foreign currency clauses between Turkish residents
Article 8 of Communiqué No. 2008-32/34, in the numbering fixed by Communiqué No. 2018-32/52 and amended through Communiqué No. 2025-32/72, forbids Turkish residents from agreeing prices in or indexed to foreign currency in contracts between themselves for the sale and lease of real estate in Turkey, for employment, and for services including consultancy, brokerage and transport, each with its own exceptions, while leaving free the sale and lease of movables other than vehicles, work contracts with foreign currency cost content, licences and services for software and hardware produced abroad, and ship and financial leasing. The exception that matters most to the readers of this page is in the same article: Turkish branches, offices and companies in which non-residents hold fifty per cent or more of the capital or control may agree service and employment contracts in foreign currency where they are the employer or the recipient of the service, and persons without Turkish citizenship may do so as buyers or tenants of real estate and as parties to employment and service contracts. Since Communiqué No. 2025-32/72 the requirement to perform payments in Turkish lira under movable sale contracts has been removed from paragraph 9. Getting this wrong voids the price clause and invites the penalties of Law No. 1567, and it is the first thing I check in a foreign subsidiary's template.
Written answers to customers, suppliers and authorities
A company receives demands every week and each carries a clock. A consumer's complaint about goods or services falls under Law No. 6502, and for 2026 disputes below 186,000 TL go to the consumer arbitration committees, whose decisions are enforceable, so a written answer that states the company's position with the statutory basis is worth more than a telephone call. A data subject's request under Article 13 of Law No. 6698 must be answered free of charge within thirty days at the latest. A supplier's demand letter served through a notary under Article 18(3) of the Commercial Code starts the default and interest consequences described above unless answered on the merits. A request from a ministry or a municipality has the deadline printed on it. Our standard is a written answer, in the language the recipient and the board read, on the same business day where a statutory deadline is running, drafted so that it can be produced in court without embarrassment; the languages in which we write include English, German, French, Russian, Arabic, Hebrew, Spanish, Portuguese, Italian, Dutch, Polish, Czech, Ukrainian, Serbian and Turkish, and meetings and negotiations are conducted in Turkish or English.
Buying and selling on the company's behalf
When the company acquires or disposes of a business, the counsel function shifts from speed to sequence. In a joint stock company, Article 408(2)(f) of the Commercial Code reserves the sale of a significant part of the company's assets to the general assembly, so the board's signature alone is not enough. Transfer of a limited company's share needs a written agreement with notarised signatures and, unless the articles dispense with it, the approval of the general assembly under Article 595. Above the turnover thresholds of Communiqué No. 2010/4, raised by Communiqué No. 2026/2 on 11 February 2026 to 3 billion TL of combined Turkish turnover and 1 billion TL for at least two parties, or 9 billion TL of worldwide turnover for one party with 1 billion TL for another in Turkey, the transaction must be notified to the Competition Board before closing, with a 250 million TL individual threshold for Turkey-resident technology undertakings. The seller's warranties are read against Article 219 of the Code of Obligations, and the buyer's tax position against the rules on the corporate tax page. We prepare the approvals, the notarial appointments and the filings in one timetable at the first meeting, so that signing day is not the day a missing resolution is discovered.
How the arrangement works in practice
The engagement starts with a two-week onboarding in which we collect the company's articles, signature circulars, templates, standard positions on payment, penalty, liability and currency, the list of recurring counterparties and the languages the management reads. From then on requests come to one address and are acknowledged within the hour with a delivery time. Standard contracts and answers go back the same business day; bespoke drafting within two; negotiations are scheduled within two business days and minuted in writing. Everything the company signs or sends is filed with a one-paragraph note of what it commits the company to. The entity that carries the work, whether a subsidiary, a branch or a liaison office, is examined on the liaison office, branch and subsidiary page and the formation steps on the company formation page; the payroll, invoicing and withholding obligations that the same department meets every month are on the payroll page, the e-invoice page and the withholding tax page. When a contract fails despite the drafting, the routes are on the debt collection page and the arbitration page, and the courts a foreign party will meet on the lawyers for foreigners page.
Whose side we are on, and how we are paid
The counterparty's lawyer drafted the contract for the counterparty. The notary certifies signatures and does not read the price clause. The integrator and the accountant process what they are sent. None of them is paid to tell you, before you sign, that your payment term exceeds sixty days, that your penalty cannot be reduced later, that your global terms are unwritten in Turkey, or that your price clause is void because it is in euros.
We take no commission or referral fee from notaries, accountants, integrators, banks or counterparties, in any form, on any file. The fee you pay us is our only income from your matter, and it does not depend on whether a contract is signed or a deal closes. Because our position does not move with the transaction, telling you not to sign, or to sign with three changes, costs us nothing to say.
One boundary, stated plainly. We are lawyers, not licensed investment advisers and not your management. We do not decide whether a supplier or a purchase makes commercial sense. What we protect is the Turkish legal position: a contract that binds the counterparty, signed by the right people, with payment, penalty, liability and currency clauses that hold, answers that can be produced in court, and transactions closed with every approval in place.
Before the next contract goes out
Send us the contract or the request, the counterparty's name and registry number, your deadline and the language you need the answer in. We will tell you what the document commits your company to, what must change, who may sign it on both sides, and how it is concluded and delivered the same day. Our corporate work is described on the corporate law page.
What this page does not settle
Public procurement contracts, which follow their own statute, regulated sectors such as banking, energy and insurance, employment terminations in detail, tax structuring of transactions, intellectual property licensing and the conduct of litigation are separate subjects, several of them covered elsewhere on this site. Turnaround times above are our working standard for prepared clients and not a promise about a specific matter.
