This guide explains the assignment of receivables (alacağın devri, also called alacağın temliki) under Articles 183 to 194 of the Turkish Code of Obligations: which claims can be assigned, the written form, why the debtor should be notified, the defences the debtor keeps, the priority and accessory rights that pass, the assignor's warranty and assignment in order to pay a debt, with pointers to factoring under Law No. 6361, a pending court action and a concordat moratorium.
1. How Does a Creditor Assign a Commercial Claim in Türkiye?
A creditor assigns a commercial claim in Türkiye by a written agreement with the new creditor under Articles 183 and 184 of the Turkish Code of Obligations (TBK, Türk Borçlar Kanunu, Law No. 6098). Under TBK Article 183(1), unless a statute, the contract or the nature of the transaction prevents it, the creditor (the assignor, devreden) may assign its claim to a third party (the assignee, devralan) without seeking the debtor’s consent; under Article 184(1), the validity of the assignment depends on its being made in writing. Notifying the debtor matters because, until notice is given, the debtor is discharged by paying the previous creditor in good faith (Article 186).
Turkish law calls this alacağın devri or, in everyday commercial language, alacağın temliki. For a creditor with an unpaid receivable against a Turkish company, assignment is a way to move the claim to someone else: a buyer of the debt, a financing party, a group company that will pursue the debtor, or a creditor of the assignor who accepts the claim in settlement of its own debt. This guide sets out what Articles 183 to 194 say at each step, with short pointers to factoring under Law No. 6361, a pending court action and a concordat moratorium. How a particular assignment works depends on the underlying contract, the documents and the facts of the file.
2. Which Claims Can Be Assigned, and What Can Prevent an Assignment?
A claim can be assigned unless one of three obstacles in TBK Article 183(1) applies: a statute, the contract or the nature of the transaction (kanun, sözleşme veya işin niteliği). Where none applies, the creditor does not need the debtor’s consent.
Statutory bars. Some provisions exclude assignment of particular rights; for example, under TBK Article 619(1) the beneficiary of a lifetime care contract (bakım alacaklısı) may not assign its right to another person. The TBK also reserves, in Article 194, provisions laid down by law specifically for the transfer of certain rights (bazı hakların devrine özgü olarak kanunla konulmuş bulunan hükümler saklıdır). A creditor should therefore check whether the claim it holds is governed by a special regime before relying on the general rules described here.
Contractual bars. Commercial contracts may contain a clause prohibiting or restricting assignment of receivables. Under Article 183(1), such a clause is one of the obstacles that can prevent an assignment. Article 183(2) contains a protection for third parties: the debtor cannot plead against a third party that acquired the claim relying on a written acknowledgment of debt that did not contain a bar on assignment the defence that the claim was agreed to be non-assignable. For a buyer of a claim, the documents the debtor has signed therefore matter: a written acknowledgment without a non-assignment clause may affect whether the debtor can raise the clause against the buyer.
The nature of the transaction. The Article does not define this third obstacle or give examples; whether a specific claim falls under it is assessed on the content of the claim and the contract.
Partial assignment. Articles 183 to 194 do not contain a separate rule on assigning part of a claim. The factoring legislation does refer to partial assignments: under Article 9(2) of Law No. 6361, the total of partial assignments (kısmi temlikler) of the same invoice to several factoring companies may not exceed the invoice amount.
3. What Form Does an Assignment Need?
An assignment needs written form to be valid. TBK Article 184(1) states that the validity of an assignment depends on its being made in writing (yazılı şekilde yapılmış olmasına bağlıdır), and the Article does not require notarial form.
The promise to assign. Article 184(2) draws a distinction: a promise to assign a claim (alacağın devri sözü verme) is not subject to form. A promise to assign is an undertaking to make the assignment later; the transfer itself still requires a written assignment under paragraph (1). In a sale of receivables, the commercial agreement may contain the promise, while the transfer of each claim is documented in writing.
Assignment by law or court decision. Article 185 covers a different situation: where a claim passes by law or by court decision (kanun veya mahkeme kararı gereğince), the transfer can be asserted against third parties without any special form and without the previous creditor declaring its consent. Article 185 concerns transfers that the law or a court brings about; a creditor who wants to transfer its claim by agreement relies on Articles 183 and 184.
What the assignment should identify. The Code does not prescribe the contents of the written document. For recovery purposes, an assignment that identifies the debtor, the contract or invoices from which the claim arises, the amount and currency claimed, any securities and the counter-performance (if any) makes it easier to prove the transfer to the debtor and, if needed, in proceedings.
4. Why Does Notifying the Debtor Matter?
Notice protects the assignee against payment to the wrong creditor. Under TBK Article 186, if the assignment has not been notified to the debtor by the assignor or the assignee, the debtor is discharged by paying the previous creditor in good faith; if the claim has been assigned several times, the debtor is discharged by paying one of the earlier assignees in good faith instead of the last one.
The Article allows either party to give notice: the assignor or the assignee. It does not prescribe a form for the notice. Because the question whether the debtor was notified may later be disputed, the parties may prefer a method that leaves a record of the content and the date of delivery; that is a matter of proof, not a form requirement of Article 186.
Disputed claims. Article 187 deals with a debtor that does not know whom to pay. Where the ownership of a claim is disputed, the debtor may refuse performance and is discharged by depositing the subject of the claim at the place determined by the judge (Article 187(1)). If the debtor pays while knowing that the claim is disputed, it is responsible for the consequences (Article 187(2)). Where the dispute is the subject of a court action that has not yet been decided and the debt is due, either party may compel the debtor to deposit the performance (Article 187(3)).
When notice also matters for defences. Article 188 measures the debtor’s defences by reference to the time it learned of the assignment (section 5). Notice is one way in which the debtor learns of it, so the date of notice can also matter for that Article.
5. Which Defences Can the Debtor Raise Against the Assignee?
The debtor keeps the defences it had against the assignor when it learned of the assignment. Under TBK Article 188(1), the debtor may raise against the assignee the defences it had against the assignor at the time it learned of the assignment (devri öğrendiği sırada devredene karşı sahip olduğu savunmalar).
For a buyer of a commercial claim, this means the claim arrives with its history. If the Turkish buyer of goods had a defence against the original supplier at the time it learned of the assignment, such as non-delivery, defective goods or payment already made, it may raise that defence against the assignee as well. Due diligence on the underlying contract, delivery documents and correspondence is the way to measure this exposure before paying for the claim.
Set-off. Article 188(2) adds a specific rule: the debtor may set off against the assigned claim a claim of its own that was not yet due when it learned of the assignment, provided that it falls due before or at the same time as the assigned claim. A debtor holding a counterclaim against the assignor may therefore reduce what the assignee recovers if that condition is met.
Information from the assignor. Under Article 190, the assignor must deliver to the assignee the document of the claim (alacak senedi) and the other documents relating to proof in its possession, and give the information needed to assert the claim. An assignee preparing to pursue the debtor can rely on this duty to ask for such documents held by the assignor, for example the contract, invoices, delivery records and correspondence.
6. What Passes to the Assignee: Priority Rights, Accessory Rights and Interest
The claim passes together with its priority and accessory rights, other than those personal to the assignor. Under TBK Article 189(1), with the assignment, priority rights and accessory rights (öncelik hakları ve bağlı haklar) also pass to the assignee, except those personal to the assignor (devredenin kişiliğine özgü olanlar dışında). Under Article 189(2), accrued interest (işlemiş faizler) is deemed assigned together with the principal claim.
Article 189 does not list which rights count as accessory. Securities such as a suretyship, a pledge or a mortgage each have their own statutory rules, and Article 194 reserves provisions laid down by law for the transfer of particular rights. Before an assignment, the parties should check, security by security, whether any registration, delivery or other step is required under the rules that govern that security, rather than assuming that everything follows the claim without further action.
Interest after the assignment. Article 189(2) speaks of interest that has accrued being deemed assigned with the principal. The agreement should state clearly how interest is treated, so that assignor and assignee do not both claim the same sums.
7. The Assignor’s Warranty: Existence of the Claim and the Debtor’s Ability to Pay
Whether the assignor answers for the claim depends on whether the assignment was made for a counter-performance. Under TBK Article 191(1), where a claim is assigned in return for a counter-performance (bir edim karşılığında), the assignor is deemed to warrant both the existence of the claim and the debtor’s ability to pay at the time of the assignment (devir sırasında alacağın varlığını ve borçlunun ödeme gücüne sahip olduğunu).
Under Article 191(2), where the claim was assigned without a counter-performance, or passed to another person by law, the assignor or previous creditor is not liable for the existence of the claim or for the debtor’s ability to pay.
What the assignee can claim. Article 193 lists the claims of an assignee against an assignor that is bound by the warranty:
- return of the counter-performance it rendered, with interest;
- the costs of the assignment;
- the costs of its unsuccessful attempts to obtain the assigned claim from the debtor;
- its other losses, unless the assignor proves that it was not at fault.
Article 191 does not address agreements that vary the warranty. Buyers and sellers of receivables should draft the warranty, price and recourse provisions of their agreement with Articles 191 and 193 in view.
8. Assigning a Claim to Pay a Debt
A creditor may use a receivable to settle its own debt by assigning it to its creditor. TBK Article 192 governs this assignment for the purpose of performance (ifaya yönelik devir): where the creditor assigns its claim for the purpose of paying a debt but has not specified the amount to be credited against that debt, the assignee must credit against its own claim only the amount it received from the debtor, or could have received had it exercised due care.
Two points follow from the text. First, the parties can avoid uncertainty by fixing the amount to be credited in the assignment itself. Second, where no amount is fixed, the assignee’s own conduct in collecting matters, because the credit is measured by what it received or could have received with due care.
Factoring in one sentence. Where the assignee is a factoring company, the special regime of Law No. 6361 applies: under Article 38(1), a factoring contract involves the factoring company taking over receivables arising from the sale of goods or services that are documented by invoice (or receivables that will arise in connection with a sale of goods or services and can be documented under the procedures set by the Board) and providing its customer with any or all of the functions of collection, keeping debtor and customer accounts, financing or factoring guarantee, and under Article 38(2) the contract is made in writing, at a distance by means of distance communication, or by methods, whether or not at a distance, that the Board has determined may replace written form and that are carried out through an information-technology or electronic communication device and allow the customer’s identity to be verified.
9. Assignment Compared with Other Recovery Routes
The table compares an assignment with routes that a creditor may consider for the same unpaid claim. Each row states what the cited provision says.
| Route | What it does | Key requirement | Debtor's position | Provision |
|---|---|---|---|---|
| Assignment of the receivable | Transfers the claim to a new creditor without the debtor's consent, unless a statute, the contract or the nature of the transaction prevents it | Written form for validity | Discharged by good-faith payment to the previous creditor until notified; keeps the defences it had when it learned of the assignment | TBK Articles 183, 184, 186, 188 |
| Assignment to pay a debt | The creditor transfers its claim to its own creditor in order to pay a debt | If no amount to be credited is fixed, the assignee credits what it received or could have received with due care | As for any assignment | TBK Article 192 |
| Factoring | A factoring company takes over receivables from sales of goods or services and provides collection, account-keeping, financing or guarantee functions | Receivable documented by invoice or under the Board's rules; contract in writing, at a distance or by a Board-approved electronic method that verifies the customer's identity | Partial assignments of one invoice to several factoring companies may not exceed the invoice amount | Law No. 6361, Articles 38 and 9(2) |
| Enforcement by the creditor itself | The creditor keeps the claim and asks the enforcement office to issue a payment order | An enforcement request meeting the statutory conditions | Warned to pay within seven days; may object within seven days of service | Enforcement and Bankruptcy Law (EBL) Articles 60 and 62 |
| Assignment of the whole contract | Transfers party status together with all rights and obligations under the contract | Agreement involving the remaining party, or its prior permission or later approval; form of the assigned contract | The remaining party is a party to the agreement, or gives prior permission or later approval | TBK Article 205 |
The last row shows the line between the two institutions. An assignment of a receivable moves a claim; under TBK Article 205(1), an assignment of contract moves the assignor’s status as a party together with all rights and obligations under the contract, by an agreement among the assignee, the assignor and the remaining party; under Article 205(2) an agreement between the assignee and the assignor that rests on the remaining party’s prior permission or later approval is also subject to these rules, and under Article 205(3) its validity depends on the form of the assigned contract. Article 205(4) reserves cases of subrogation arising by law and other special provisions.
10. Assignment During a Court Action or a Concordat
Two situations call for a check before an assignment is signed: a pending court action on the claim and a concordat (konkordato) of the debtor.
A claim already in court. Under Article 125(2) of the Code of Civil Procedure (HMK, Law No. 6100), if the claimant transfers the subject of the action after the action has been filed, the person who acquired it takes the claimant’s place in the pending action and the action continues from where it stands. If the action ends against the claimant in that case, the transferor and the transferee are jointly and severally liable for the costs of the proceedings. The Code of Civil Procedure rule concerns court actions; where enforcement proceedings are already open, the position of the enforcement file should be reviewed on its own documents before the assignment.
Future receivables and the concordat moratorium. Under EBL Article 294 (İcra ve İflas Kanunu, Law No. 2004), if a contract assigning a future receivable (müstakbel bir alacak) was made before the concordat moratorium was granted and the assigned receivable arose after the moratorium was granted, the assignment is void (hükümsüzdür). A financing structure based on future receivables of a Turkish counterparty should take this rule into account.
11. A Checklist Before Assigning or Buying a Turkish Receivable
The provisions above lead to a short set of questions for each claim.
- Check for obstacles. Does a statute, the contract or the nature of the transaction prevent assignment (TBK Article 183(1))? Is there a written acknowledgment of debt without a non-assignment clause (Article 183(2))? Is a special regime reserved by Article 194 relevant?
- Sign in writing. Make the assignment itself in writing (Article 184(1)); a prior promise to assign does not need form (Article 184(2)).
- Notify the debtor. Notice may come from the assignor or the assignee; until it is given, good-faith payment to the previous creditor discharges the debtor (Article 186).
- Map the defences. Review the underlying contract and correspondence for defences and counterclaims that existed when the debtor learned of the assignment (Article 188).
- Collect the documents. Ask the assignor for the document of the claim, the other documents relating to proof in its possession and the information needed to assert the claim (Article 190).
- List the securities. Identify each security and check the steps its own rules require (Articles 189 and 194).
- Draft the warranty. For an assignment for a counter-performance, the assignor is deemed to warrant existence and ability to pay at the time of assignment (Article 191(1)), with the heads of claim in Article 193.
- Fix the credit. In an assignment to pay a debt, state the amount to be credited (Article 192).
- Check pending proceedings. For a claim in court, see HMK Article 125(2); for future receivables of a debtor heading towards a concordat, see EBL Article 294.
An assignment sits inside a wider recovery strategy. Our overview of debt collection and enforcement in Türkiye explains how the routes connect, our guide to limitation periods for commercial debts covers the time limits for the underlying claim, our guide to removing a debtor’s objection explains the step after an objection to a payment order, and our debt collection practice page describes how we act for foreign creditors.
