Commercial Contracts in Türkiye: A Guide for Foreign Businesses

A commercial contract with a Turkish counterparty is binding once one side makes a clear offer and the other accepts it — Turkish law does not generally require a signed paper for a contract to exist. The framework comes from two statutes: the Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu, the general law of contracts) and the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu, which governs dealings between merchants). This guide explains how a contract is formed, when writing is required, which language to use, the clauses that matter most, and what makes an agreement enforceable if a dispute reaches a Turkish court.

How a binding contract is formed in Türkiye

Under the Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu, the country's general law of contracts), a contract comes into existence when the parties express their mutual agreement. In practice this means an offer (a clear proposal to be bound on stated terms) is met by an acceptance (an unqualified "yes" to those terms). Once offer and acceptance match, you have a contract — even before anyone signs a formal document.

Two points often surprise foreign businesses:

• Silence is usually not acceptance. As a rule, a party must positively agree; staying quiet does not create a contract, although established dealings between the same parties can change this.
• An offer can bind the person who made it. If you send a firm offer with a deadline, you are generally held to it until that deadline passes. A proposal that is clearly non-committal (for example, a price list or advertisement) is treated as an invitation to negotiate, not a binding offer.

Because the moment of formation can decide whether a deal exists at all, it is worth being precise in your correspondence: label early documents clearly ("non-binding term sheet," "draft for discussion"), and reserve binding language for the final agreement.

Freedom of contract — and its limits

Turkish law follows the principle of freedom of contract (sözleşme özgürlüğü): you and your counterparty may decide the content of your agreement, who you contract with, and on what terms. This is the foundation that lets foreign and Turkish businesses build tailored commercial deals.

That freedom is not unlimited. Under the Turkish Code of Obligations No. 6098, a contract — or a particular clause — can be void if it conflicts with:

• Mandatory rules of law (provisions the parties cannot contract out of);
• Public order (kamu düzeni) and personal rights;
• Morality; or
• Terms that are impossible to perform.

Two further controls matter in commercial life. First, the duty of good faith (dürüstlük kuralı) under the Turkish Civil Code runs through every contract and shapes how clauses are interpreted and performed. Second, general terms and conditions (standard, pre-drafted clauses imposed by one side) are subject to special scrutiny under the Code of Obligations No. 6098, and surprising or one-sided boilerplate may not be enforced as written.

Form and writing requirements

The default rule is generous: most commercial contracts are valid without any special form. An agreement reached by email, by signed order confirmations, or even orally can be binding under the Turkish Code of Obligations No. 6098. Freedom of form is the starting point.

But some transactions are different. For specific contract types, the law requires a written form or a more formal step (such as a deed executed before a notary or registration in an official register) as a condition of validity. Where a special form is required and not followed, the contract can be invalid regardless of what the parties intended. Common examples that foreign investors meet include real-estate transfers and certain corporate transactions, where official or notarial steps are mandatory.

Practical takeaway: even when the law would accept a handshake, put commercial deals in writing. A single, signed agreement that consolidates the terms protects you on both fronts — validity where form is required, and proof where it is not.

Which language should the contract be in?

A commercial contract between your company and a Turkish counterparty can be drafted in English, and it will generally be valid and binding. Turkish private law does not force private commercial parties to contract only in Turkish, and bilingual (English–Turkish) contracts are common in cross-border business.

The practical question is not validity but usability before Turkish institutions:

• Courts. Turkish courts conduct proceedings in Turkish. If you litigate on an English contract, you will normally need a sworn (certified) Turkish translation to put the document before the court. The civil procedure framework is the Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu, the rules that govern how civil cases run).
• Notaries and public authorities. Filings, registrations, and notarised acts typically require Turkish text or a certified translation.

A widely used solution is a two-column bilingual contract with a governing-language clause stating which version prevails if the two diverge. This keeps the deal readable for your team while reducing translation disputes later.

Essential clauses every commercial contract should cover

Beyond the legal minimum, a well-built commercial contract earns its keep by being clear about what happens when things go right — and when they go wrong. The core building blocks are:

• Parties and capacity. Full legal names, registration details, and confirmation that the signatory has authority to bind the company.
• Subject matter and scope. Exactly what is being supplied, delivered, or performed.
• Price and payment. Amount, currency, payment timing, taxes, and what counts as late payment. Note that Türkiye has rules restricting the currency of certain domestic contracts, so currency choice should be checked rather than assumed.
• Performance and delivery. Deadlines, acceptance criteria, and standards of quality.
• Term and termination. How long the contract lasts, renewal, and the grounds and notice required to end it.
• Breach and remedies. What happens on default — including any agreed penalty or liquidated-damages clause (cezai şart), which Turkish courts can review and reduce if excessive.
• Liability. Caps, exclusions, and carve-outs, drafted with the Turkish limits on liability waivers in mind.
• Force majeure. Events beyond the parties' control and their effect on obligations.
• Confidentiality and data. Protection of business information and, where personal data is involved, compliance with Turkish data-protection law.
• Governing law and dispute resolution. Covered in the next section.

Governing law, jurisdiction, and arbitration

In a contract that has a foreign element — a foreign party, cross-border performance, foreign currency — Turkish private international law generally lets the parties choose the governing law and the forum for disputes. The relevant statute is the Act on Private International Law and International Civil Procedure No. 5718 (Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun, known by its Turkish abbreviation MÖHUKMÖHUKTurkish Private International Law Act No. 5718The Turkish statute that decides which country's law applies to a cross-border matter, and how foreign judgments are recognised and enforced here.Glossary →).

You broadly have three routes for resolving disputes:

• Turkish courts applying the law you have chosen (subject to limits — Turkish mandatory rules and public order can still override a foreign-law choice in some cases).
• Arbitration seated in Türkiye, governed by the International Arbitration Act No. 4686 (Milletlerarası Tahkim Kanunu) where the dispute is international.
• Arbitration or courts abroad, with any resulting foreign judgment or award then recognised and enforced in Türkiye through the procedures in MÖHUK No. 5718 (Türkiye is a party to the New York Convention on the enforcement of foreign arbitral awards).

For commercial parties, arbitration is often attractive because awards are widely enforceable across borders. But it is not automatically the right answer — cost, the location of assets, and the nature of the relationship all matter.

What makes a commercial contract enforceable in Türkiye

Enforceability is the sum of the points above. A commercial contract stands the best chance of being upheld and enforced in Türkiye when:

• It was validly formed — clear offer and acceptance, parties with capacity and authority;
• Its content respects mandatory law, public order, and good faith;
• Any required form (writing, notarisation, registration) was followed for that type of transaction;
• The terms are clear and provable, ideally in a single signed document, with a workable language solution for Turkish institutions;
• The governing law and dispute-resolution clauses are valid and realistic, and account for Turkish mandatory rules and any pre-litigation steps.

None of this guarantees a particular result in a dispute — every case turns on its own facts and evidence. What good drafting does is remove avoidable weaknesses, so that if you ever need to enforce the contract, the document is working for you rather than against you.

If you are entering, renewing, or trying to enforce a commercial contract in Türkiye, we can review the agreement against these rules and adapt it to your transaction. Reach out through our contact page to discuss your situation.

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