What laws govern commercial contracts in Turkey?

Commercial contracts in Turkey are governed by two primary statutes: the Turkish Commercial Code No. 6102, which regulates merchant obligations, commercial sales, agency relationships (Articles 102-123), and corporate transactions; and the Turkish Code of Obligations No. 6098, which provides the general framework for contract formation (Articles 1-48), performance, breach, non-performance, and remedies applicable to all contractual relationships.

Is freedom of contract recognized in Turkish law?

Yes, freedom of contract is a fundamental principle under Article 26 of the Turkish Code of Obligations No. 6098. Parties are free to determine the content, form, and terms of their contracts, provided they do not violate mandatory legal provisions, public order, personal rights, or moral standards as defined under Article 27.

How are international commercial disputes resolved in Turkey?

International commercial disputes can be resolved through Turkish courts under the International Private and Procedural Law No. 5718, which determines applicable law and jurisdiction for cross-border transactions. Alternatively, parties may include arbitration clauses enforceable under International Arbitration Law No. 4686, or opt for institutional arbitration through the Istanbul Arbitration Centre (ISTAC) established by Law No. 6570.

What should foreign companies consider when drafting contracts with Turkish counterparts?

Foreign companies should ensure compliance with mandatory provisions of the Turkish Code of Obligations No. 6098 and Commercial Code No. 6102, include clear choice of law and dispute resolution clauses, verify that the Turkish party has proper corporate authority under their articles of association, consider Turkish language requirements for regulatory filings, and be aware of sector-specific regulations that may impose additional contractual requirements.

What is the statute of limitations for commercial contract claims in Turkey?

Under the Turkish Code of Obligations No. 6098, the general statute of limitations for contractual claims is ten years (Article 146). However, specific contract types have shorter periods: commercial sales claims are five years (Article 147), periodic payment obligations are five years, and agency compensation claims are one year from contract termination under Article 123 of the Commercial Code No. 6102.

Commercial Contract Lawyer

A commercial contract lawyer in Turkey drafts, reviews, and negotiates contracts under the Turkish Code of Obligations (TBK) and the Turkish Commercial Code (TTK). Essential contract elements include: clear identification of parties, precise scope of obligations, payment terms and currency (critical given TRY volatility), delivery and performance timelines, force majeure clauses, liability limitations and penalty clauses (cezai sart, TBK Articles 179-182), confidentiality obligations, non-compete restrictions, governing law selection, and dispute resolution (jurisdiction clause or arbitration agreement). For international contracts, CISG (Vienna Convention on Contracts for the International Sale of Goods) applies by default unless excluded. Turkish courts generally enforce penalty clauses but may reduce excessive amounts under TBK Article 182. Electronic contracts are legally valid under the Electronic Signature Law No. 5070. A lawyer’s review before execution prevents costly disputes.
For contract preparation, see our contract drafting essentials guide.
For broader corporate support, see our business and commercial law services.

Turkish commercial law is a subset of the law that establishes the fundamental principles of business and governs business transactions. Important topics like contract freedom, justice, and consumer protection are included. In addition, it covers corporate law, business contracts, competition law, law governing international trade, and law governing commercial enterprises.

What Are Commercial Contracts?

A legally binding agreement between two or more parties is known as a commercial contract. The majority of the time, commercial contracts are written agreements, but they can occasionally be reached orally as well, while commercial contracts specify the actions that each party must take to maintain the contract’s validity as well as what will happen if one of them disregards the contract’s terms. Commercial agreements may be terminated unilaterally or by mutual consent of the parties. The termination of the commercial contract has some repercussions and Termination clauses are a common feature of contracts. Depending on the type of contract, the termination procedure may vary, In spite of this there might be some clauses that remain in effect after the commercial contracts are terminated. This makes it important to pay attention to the legally binding terms in the event that business contracts are terminated. Commercial contracts appear in all areas of life and commercial contracts are needed when buying a car or house, taking a bank loan, giving power of attorney, and making donations. Commonly used commercial contract types are listed below:

Sales Contracts
Lease Agreements
Collaboration Agreements
Distribution Agreements
Licensing Agreements
Supply Contracts
Franchise Agreements
Agency Agreements
Joint Venture Agreements
Consultancy Agreements
Non-Disclosure Agreements

The role of lawyer

The role of the lawyer in contract drafting begins with communication with the parties to learn about each of their obligations, defining their rights, disclosing the risks expected to result from the contract’s implementation, and finally establishing the contract’s proper legal framework. Operational, financial, technical, and other risks associated with contract implementation are some of the most significant risks that the attorney must consider when drafting the contract. Lawyers who have focused on business law have obligations to businesses, which means they must support business transactions and make sure that agreements and contracts are valid and legal. Many of these responsibilities center on drafting contracts and examining agreement terms. This could involve drafting nondisclosure agreements, amending the terms of contracts with other businesses, or reviewing legal documents. The importance of these files exceeds that of the various documents that businesses process. Hiring procedures, compensation packages, and non-compete clauses for after-hire situations are a few of the documents that may be included. Other tasks and obligations include making courtroom motions and bringing legal action when the business has been wronged. Although the majority of these claims are made against other corporations who have done economic or financial harm as a result of their various actions, this could also mean filing a lawsuit against an individual. Some legal action is taken against a specific person who has attempted to drive customers away from the business. It might be for restitution or a stop-and-desist order. A commercial lawyer‘s main objective is to defend and promote the interests of the company they represent. Our Turkish Contract Law Department at Serka Law Firm is highly experienced in negotiating, drafting, and also concluding contracts. We understand our client’s expectations from the very beginning to reach the expected outcome.