By Av. Serkan Kara, Istanbul Bar No. 53770. Last updated: 14 June 2026.
A commercial contract lawyer in Turkey drafts, reviews, and negotiates business agreements under the Turkish Code of Obligations No. 6098 (TBK) and the Turkish Commercial Code No. 6102 (TTK), making sure each deal is clearly defined, evidenced, and enforceable before signature. For cross-border companies, foreign investors, and general counsel, the value of that review is concrete: it tests whether the contract can actually be performed, proved, and enforced in a Turkish forum, and it fixes the authority, payment, delivery, default, governing-law, and dispute-resolution terms that decide what happens when a transaction goes wrong.
What is a commercial contract under Turkish law?
A commercial contract is a legally binding agreement between two or more parties governed by the Turkish Code of Obligations No. 6098, with commercial-specific rules drawn from the Turkish Commercial Code No. 6102. Most commercial contracts are written, though some may be concluded orally; either way the agreement sets out what each party must do, the consequences of breach, and how the relationship ends. Turkish law recognises freedom of contract, so parties may shape their own terms within the limits set by mandatory provisions, public order, and good faith.
Commercial contracts appear across ordinary business life, from sales and supply to financing and intellectual property. The agreements a contract lawyer most often drafts and reviews include:
- Sales contracts
- Lease agreements
- Collaboration agreements
- Distribution agreements
- Licensing agreements
- Supply contracts
- Franchise agreements
- Agency agreements
- Joint venture agreements
- Consultancy agreements
- Non-disclosure agreements
What clauses must a commercial contract contain?
A sound commercial contract under the Turkish Code of Obligations No. 6098 should fix, at minimum, clear identification of the parties, a precise scope of obligations, payment terms and currency, delivery and performance timelines, allocation of liability, and the dispute-resolution forum. Currency choice matters in particular, because Turkish lira volatility can shift the real value of an obligation between signature and performance, so the contract should state the currency, conversion mechanism, and any indexation expressly.
Other terms that decide outcomes when a deal turns contentious include force majeure, confidentiality, non-compete restrictions, and a governing-law clause. Penalty clauses (cezai sart) are addressed by Articles 179 to 182 of the Code of Obligations No. 6098: Turkish courts generally enforce an agreed penalty, but a court may reduce an excessive penalty under Article 182, so the figure should be set with that reduction power in mind. For practical drafting checklists, see our guide to the basic considerations when drafting a contract.
How does a lawyer add value before the contract is signed?
A commercial contract lawyer adds value by turning the parties’ commercial intentions into an enforceable legal structure, working under the Turkish Code of Obligations No. 6098 and the Commercial Code No. 6102. The lawyer’s role begins with understanding each party’s obligations and rights, then disclosing the operational, financial, technical, and legal risks that contract performance can create, and finally drafting terms that match the actual transaction rather than a generic template.
That work covers more than the headline agreement. It includes drafting non-disclosure agreements, amending terms with counterparties, and reviewing related documents such as hiring arrangements, compensation terms, and post-employment non-compete clauses. Where a business is wronged, the same lawyer files court motions or litigation, whether the opponent is another company that caused economic harm or an individual who has tried to divert customers, and may seek remedies including damages or an injunction. The objective throughout is to defend and advance the interests of the company the lawyer represents.
How do international and cross-border contracts differ?
For international sales of goods, the United Nations Convention on Contracts for the International Sale of Goods (CISG, the Vienna Convention) applies by default to qualifying cross-border contracts unless the parties expressly exclude it, so the choice to keep or exclude CISG should be deliberate, not accidental. Where the parties are based in different states, the governing-law and jurisdiction analysis also runs through Turkey’s International Private and Procedural Law No. 5718. Where the goods move by sea, the carriage, delivery, and risk-of-loss terms also engage maritime trade and transport law.
Cross-border contracts raise practical layers that domestic deals do not: powers of attorney, certified translations, apostille or consular legalization of corporate documents, and verification that the foreign signatory actually holds binding authority. Electronic contracts are legally valid in Turkey under the Electronic Signature Law No. 5070, which helps remote parties execute agreements without travel, provided the signature and identity requirements set by law are met. A foreign client can usually progress a matter remotely with a properly issued power of attorney, a clear document list, and a planned communication route.
Litigation or arbitration: how should disputes be resolved?
The dispute-resolution clause decides where and how a commercial disagreement is heard, and the realistic choice for cross-border parties is between Turkish court litigation and arbitration. Litigation before the Turkish commercial courts follows the Code of Civil Procedure No. 6100; arbitration seated in Turkey for contracts with a foreign element is governed by the International Arbitration Law No. 4686, and a foreign arbitral award is recognised and enforced in Turkey under the New York Convention. The table below summarises the trade-offs that most often drive the decision.
| Factor | Turkish court litigation | International arbitration |
|---|---|---|
| Governing framework | Code of Civil Procedure No. 6100 | International Arbitration Law No. 4686 |
| Cross-border enforcement | Depends on bilateral treaties and reciprocity | New York Convention recognition in member states |
| Confidentiality | Public hearings as a rule | Private by default |
| Choice of decision-maker | Assigned by the court | Parties appoint arbitrators |
| Appeal | Ordinary appeal routes available | Limited grounds to set aside an award |
Neither route is automatically better. The right clause depends on the counterparty’s location, where enforcement will ultimately be needed, and how much confidentiality and speed matter to the deal. Our team advises on both Turkish court strategy and arbitration; see our international arbitration services for how award recognition and enforcement are handled in practice.
How is a commercial contract terminated, and what survives?
A commercial contract may be terminated unilaterally where the contract or the law allows it, or by mutual consent of the parties, with the consequences governed by the Code of Obligations No. 6098 and the contract’s own termination clause. The termination procedure varies by contract type, and notice requirements in the agreement must be respected to make the termination effective.
Critically, some obligations survive termination. Confidentiality duties, non-compete restrictions, accrued payment obligations, and dispute-resolution clauses are commonly drafted to continue after the contract ends, which is why the surviving terms deserve close attention when a relationship is wound down. A lawyer’s review at the termination stage confirms which clauses remain binding and whether the exit creates new liability.
Frequently asked questions
Are electronic and oral commercial contracts valid in Turkey? Yes. Electronic contracts are legally valid under the Electronic Signature Law No. 5070 when the signature and identity requirements set by law are met. Many commercial contracts may also be concluded orally, but written form provides far stronger evidence and is strongly advised, and certain contract types require writing by law.
Will a Turkish court enforce a penalty clause in full? A Turkish court will generally enforce an agreed penalty (cezai sart) under Articles 179 to 182 of the Code of Obligations No. 6098, but the court may reduce a penalty it finds excessive under Article 182. The clause should therefore be set at a level that is defensible if challenged, rather than punitive.
Does CISG apply automatically to my international sale contract? For qualifying cross-border sales of goods, the CISG (Vienna Convention) applies by default unless the parties expressly exclude it in writing. Whether to keep or exclude CISG is a strategic choice that should be made deliberately during drafting, not left to chance.
Can a foreign company sign a Turkish-law contract without travelling? In most matters, yes. A properly issued and legalized power of attorney, certified translations where needed, and electronic execution under Law No. 5070 allow foreign parties to negotiate and conclude contracts remotely, provided signatory authority is verified.
Work with Serka Law Firm
Our Turkish contract law team negotiates, drafts, and concludes commercial agreements for cross-border companies, foreign investors, and in-house counsel, aligning each contract with the client’s commercial goal from the outset. We turn a broad commercial problem into a documented file: the obligations to fix, the risks to close, and the dispute-resolution path to choose. To engage us on a transaction or a contract review, see our corporate and commercial law services, and for related reading explore our work on defective goods and warranty claims in Turkey and consumer rights and consumer law in Turkey.
General information, not legal advice. Turkish law; verify your specific situation with qualified counsel.