Commercial law in Türkiye is governed mainly by the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu, TTK), adopted on 13 January 2011, published in the Official Gazette No. 27846 of 14 February 2011 and in force since 1 July 2012 under its Article 1534; it replaced the former Commercial Code No. 6762 and its numbered articles run to Article 1535. The Code lists five types of commercial company (Art. 124) and, under Art. 5/A, makes an application to a mediator a condition for filing commercial lawsuits over a sum of money, with the mediator required to conclude within six weeks, extendable by up to two weeks. Contracts are governed by the Turkish Code of Obligations No. 6098 where the Commercial Code sets no special rule, and the law applicable to cross-border contracts and the enforcement of foreign judgments fall under the Law on International Private and Procedural Law No. 5718.
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Commercial activity in Türkiye rests on two central statutes, and almost every business decision a foreign investor makes here traces back to one of them. Understanding how they interact, and where specialist regulation layers on top, is the difference between a smooth market entry and an expensive correction later. We advise companies and individuals at every stage of the commercial lifecycle, from the first decision about entity type to the day a contract has to be enforced.
The legal framework: the Turkish Commercial Code No. 6102
The Turkish Commercial Code No. 6102 governs merchants, commercial enterprises, companies, negotiable instruments and the rules of trade. The Turkish Code of Obligations No. 6098 governs contracts and general obligations, and it applies wherever the Commercial Code does not provide a special rule. In practice the two work together: the Commercial Code tells you what kind of company you have and how it must be run, while the Code of Obligations tells you how the agreements that company signs are formed, interpreted and enforced.
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Around these two codes sits a wider body of regulation covering employment, competition, intellectual property, capital markets and insolvency. A distribution deal can touch competition law; hiring staff engages the Labour Code; a brand licence engages IP legislation. For any individual or company doing business in the country, the practical skill is seeing how these regimes fit together before a transaction, not after a problem.
What counts as a commercial case under Article 4 of the Code?
Under TCC Art. 4(1), a civil case is commercial when it arises from matters concerning the commercial enterprises of both parties. It is also commercial, whether or not the parties are merchants, when it arises from matters regulated in the Commercial Code itself or in the other provisions the article lists, such as the Code of Obligations rules on commission contracts, commercial agents and storage contracts, intellectual property legislation and banking and finance regulation. Under Art. 5(1), the Commercial Court of First Instance hears all commercial cases regardless of the value in dispute. Art. 4(2) applies the simplified procedure to commercial cases worth no more than one million Turkish lira, a threshold that is revalued each calendar year under Additional Article 1 of the Code of Civil Procedure No. 6100.
Company formation and governance
Foreign investors can establish and fully own companies in Türkiye in most sectors, with no general requirement for a Turkish shareholder. Choosing the right vehicle is the first strategic decision:
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- Limited liability company (limited şirket): the most common vehicle for small and medium operations; minimum capital 50,000 TL since 1 January 2024
- Joint stock company (anonim şirket): preferred for larger ventures, capital raising and future share transfers; minimum capital 250,000 TL since 1 January 2024
- Branch office: an extension of a foreign parent, without separate legal personality
- Liaison office: for market research and representation, without commercial trading activity
| Vehicle | Minimum capital | Suited for |
|---|---|---|
| Limited company (Ltd.) | 50,000 TL | Small and medium operations with stable ownership |
| Joint stock company (A.Ş.) | 250,000 TL | Growth ventures, capital raising, future share transfers |
| Branch office | No separate capital requirement | Extending a foreign parent’s existing business |
| Liaison office | Not applicable (no trading) | Market research and representation only |
The practical differences matter more than the labels. Share transfers in a limited company require a notarised deed and Trade Registry filing, which makes exits and new-investor rounds heavier; in a joint stock company shares transfer far more freely, which is why growth-stage businesses and anything heading toward outside investment usually start as an A.Ş. We handle the full process: entity selection, drafting the articles of association, obtaining tax numbers, registration with the Trade Registry, and structuring governance so that shareholders’ and directors’ rights and duties are clear from day one.
What company types does the Turkish Commercial Code recognise?
Article 124(1) of the Code lists five commercial companies: the collective company, the commandite company, the joint stock company, the limited company and the cooperative. Under Art. 124(2), the collective and commandite companies are partnerships of persons, while the joint stock company, the limited company and the commandite company with share capital are capital companies. Foreign investors almost always use a capital company, usually the limited or the joint stock company described above.
Many shareholder disputes can be prevented by three clauses agreed at formation: how decisions are made, how a shareholder exits, and how the company is valued when they do.
Commercial contracts
A commercial contract sets out the rights and obligations of the parties in a business relationship. Under the Code of Obligations No. 6098, most contracts are valid without a specific form, but a clear written agreement protects everyone involved and is often the only reliable evidence of what was actually agreed.
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A well-drafted commercial contract should address:
- Scope: the purpose of the agreement and the goods or services covered
- Terms and conditions: payment schedule, delivery timelines and performance standards
- Duration: start date and, where relevant, end date, and whether the term is fixed or indefinite
- Dispute resolution: arbitration, mediation or the competent court, plus governing law
- Termination: the circumstances in which either party may exit the contract, and the consequences
Dates matter more than clients expect. Precise commencement and completion dates fix performance, delivery and payment obligations, and they become the critical reference points if a dispute or breach arises. A contract that is silent on timing hands the other side an argument. The shortest deadline in a commercial sale is rarely in the contract at all: under TCC Art. 23(1)(c) a merchant buyer must notify a defect that is apparent on delivery within two days, and a defect that is not apparent must be found by inspection and notified within eight days of taking delivery. A defect that ordinary inspection cannot reveal must be notified as soon as it is discovered, failing which the goods are deemed accepted with it (Code of Obligations Art. 223(2)). The CISG, which applies of its own force to many cross-border sales, asks instead for notice within a reasonable time. The conflict between the two is examined in notice of defect in commercial sales.
How must a merchant send a notice of default or termination?
Under TCC Art. 18(3), notices or warnings between merchants that put the other party in default, terminate the contract or rescind it are made through a notary, by registered letter, by telegram, or by registered electronic mail (KEP) using a secure electronic signature. Ordinary e-mail and messaging apps are not among the channels the article lists, so we send such notices by notary or KEP and keep the delivery record on file.
Contracts we regularly draft and negotiate include joint venture and shareholders’ agreements, share and business purchase agreements, supply and distribution agreements, franchise agreements, confidentiality agreements, employment contracts, intellectual property licences and assignments, and finance agreements.
What is the difference between commercial law and contract law?
The two are related but distinct, and knowing the difference helps a company stay compliant. Commercial law is the broader field covering all rules that affect merchants and business transactions, including company law, negotiable instruments and unfair competition. Contract law, governed mainly by the Code of Obligations No. 6098, deals specifically with how individual agreements are formed, interpreted and enforced. Within a commercial setting, contract law applies to each deal the business signs, while commercial law sets the framework the business itself operates in.
Mergers, acquisitions and restructuring
We advise on share and asset acquisitions, joint ventures, and corporate restructuring under the Commercial Code No. 6102. On the buy-side and sell-side this means legal due diligence to surface hidden liabilities, negotiating and drafting the transaction documents, and structuring warranties and indemnities so the risk sits where the commercial deal intends. Where the parties’ turnover crosses the relevant thresholds, a transaction may require merger-control notification to and clearance from the Competition Authority before closing.
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A deal price agreed on a handshake is only as good as the due diligence behind it. What surfaces in diligence, from tax exposure to unassignable contracts, is usually what determines the final terms.
Disputes and enforcement
Commercial disputes in Türkiye are heard by specialised Commercial Courts of First Instance. For most monetary commercial claims, mandatory mediation is a precondition to filing suit under TCC Art. 5/A, and under Art. 18/A(2) of the Mediation in Civil Disputes Law No. 6325 a lawsuit filed without first applying to a mediator is dismissed on procedural grounds for lack of that condition, without any further step. Mediation is often faster and cheaper than litigation and keeps commercial relationships intact where that still matters.
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For a foreign creditor, enforcement strategy should be considered before the dispute, not after judgment. Whether the Turkish counterparty has attachable assets, whether the contract’s forum clause produces a decision that can actually be enforced in Türkiye, and whether interim measures such as precautionary attachment are available can matter more than the merits themselves. We routinely review contracts on exactly this point before signature, and where payment has already stopped our debt collection work takes the claim through enforcement. The mirror-image problem, goods of your own attached for a Turkish counterparty’s debt, runs on its own short deadlines and is dealt with on our third-party rights and retention of title page.
Where the parties have agreed to it in writing, arbitration offers a confidential and often faster route, and awards are enforceable, including internationally under the New York Convention. We assess the strongest strategy for each matter, whether that is negotiation, mediation, litigation or enforcement of a judgment or award, and we build the case around the outcome you actually need rather than defaulting to court.
Which law applies to a cross-border contract, and how is a foreign judgment enforced?
The Law on International Private and Procedural Law No. 5718 (MÖHUK), adopted on 27 November 2007 and published in the Official Gazette of 12 December 2007, answers both questions. Under Art. 24(1), contractual obligations are governed by the law the parties have expressly chosen; under Art. 24(4), where no choice was made, the law most closely connected with the contract applies, which for contracts made in the course of commercial or professional activity is the law of the workplace of the party performing the characteristic obligation. Under Art. 50(1), a foreign civil judgment that is final under the law of the state where it was given can be executed in Türkiye only after a competent Turkish court grants an enforcement decision, and Art. 60 provides a separate route for foreign arbitral awards that are final and enforceable or binding on the parties, with the refusal grounds listed in Art. 62. The procedure is covered on our page on enforcement of foreign judgments and arbitral awards.
How we help
Whether you are launching a new venture, expanding an existing operation, or need advice on a specific contract or dispute, we build a practical legal strategy around your commercial goals. We work in English, coordinate the notary, Trade Registry and banking steps that trip up most first-time entrants, and stay involved after formation so the structure keeps serving the business. Get in touch to discuss how we can support your business in Türkiye.
Related Practice Areas & Strategic Legal Guides
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- Corporate Shareholder Disputes & Joint Ventures: Minority protections (TCC 411), General Assembly annulment (TCC 445), and board liability (TCC 553).
- Company & Business Formation: Setting up Turkish Joint Stock (A.Ş.) and Limited (Ltd. Şti.) companies for foreign investors.
- Mergers & Acquisitions (M&A): Cross-border due diligence, SPA drafting, and Competition Authority merger filings.
- Legal Matters in Istanbul for Foreign Clients and Companies: Bilingual corporate governance, MERSİS compliance, and commercial court representation.
