Contracts and Law of Obligations in Istanbul, Turkey

A property purchase, a supply arrangement, a shareholder relationship, a service engagement, a loan, or a simple payment plan all create binding rights and obligations under Turkish law. The rules that govern how these agreements are formed, performed, enforced, and ended fall under the field known as contracts and law of obligations. For anyone doing business or holding interests in Turkey, understanding this area is not optional. It is the legal foundation that decides whether an agreement protects you or exposes you to loss.

Karanfiloglu Law Firm is an Istanbul-based law firm that advises Turkish and international clients on contracts and obligations at every stage. We help foreign investors, international companies, business owners, shareholders, entrepreneurs, and expats living in Turkey draft, review, negotiate, and enforce agreements that comply with Turkish contract law. The core rules are set out in the Turkish Code of Obligations No. 6098, supported by the Turkish Commercial Code No. 6102 for commercial relationships, and by Turkish private international law where a foreign element is involved.

A contract that is properly drafted and reviewed does more than record a deal. It allocates risk, defines what counts as performance, sets payment terms, and tells the parties what happens if something goes wrong. A weak or unclear contract does the opposite. Vague wording, missing clauses, or terms that conflict with mandatory provisions of Turkish law can create financial exposure, commercial disputes, and litigation that take years to resolve. For foreign clients who are unfamiliar with the Turkish legal system, these risks are higher still, because a translated template or a contract drafted under another country’s law may not behave the way they expect once it reaches a Turkish court. Sound legal review at the start is almost always cheaper than a dispute later.

Why You Need a Lawyer for Contracts and Law of Obligations in Turkey

Contracts create obligations that the law will enforce. That is their strength and also their danger. When an agreement is signed without proper legal review, the party who drafted it more carefully usually holds the advantage, and the other party often discovers the problem only when performance fails or a dispute begins. A lawyer who works in contracts and law of obligations in Turkey helps you see those problems before you sign, not after.

Legal risk is present at every phase of a contract. During drafting, the question is whether the wording reflects the real commercial deal and complies with mandatory Turkish rules. During negotiation, the question is which party carries the risk of delay, defects, price changes, or currency movement. During performance, disputes arise over whether what was delivered actually meets the contract. When a party falls into default, Turkish law sets specific requirements for notices and deadlines that must be followed before you can claim damages or end the agreement. Termination raises its own questions about notice periods, penalties, and the return of payments. And the rules on liability, debt obligations, and breach of contract decide how much you can recover and how quickly.

Foreign clients face additional and very practical problems. Contracts are frequently presented only in Turkish, or in a bilingual version where the two language texts do not say the same thing. Standard templates from a developer, supplier, or local partner are usually written to protect that party, not you. Payment, delivery, and dispute resolution clauses may rely on Turkish legal concepts that have no direct equivalent abroad. Signing in these conditions, without independent advice, is one of the most common reasons foreign parties later find themselves in a dispute they cannot easily win.

A Turkish contract lawyer reduces that exposure in concrete ways. We carry out risk analysis to identify the clauses that could harm you, prepare and revise contract documents so they say exactly what you intend, support you in negotiation so the final terms are balanced, confirm legal compliance with the Turkish Code of Obligations and related legislation, and structure agreements for dispute prevention so that, if a disagreement does arise, the contract already tells you where you stand. The goal is simple: an agreement that holds up under Turkish law and protects your interests.

Why Choose Karanfiloglu Law Firm for Contracts and Law of Obligations

Karanfiloglu Law Firm provides contract and obligations services from our office in the centre of Istanbul, and we act for clients across Turkey and abroad. Our practice combines Turkish legal knowledge with day to day experience of how contracts behave in commercial reality, which means we focus on agreements that work in practice and not only on paper.

We support international clients directly. Many of the businesses and individuals we advise are based outside Turkey or are foreigners operating inside the country, so clear communication is part of the service. We explain Turkish legal concepts in plain English, set out the options and their consequences, and make sure you understand the agreement you are about to sign. Our work covers the full life of a contract: legal strategy, document preparation, contract review, negotiation support, representation in disputes, and end to end assistance from the first draft through to performance and, where necessary, enforcement.

We do not promise particular outcomes, and we do not rely on slogans. What we offer is careful, responsive, and honest legal work, with transparent communication about what your situation requires and what it does not.

About our lawyer

The firm is led by attorney Kaan Karanfiloglu, an experienced lawyer based in Istanbul. He advises clients in English, French, and Turkish, and the firm also supports clients in Russian and Chinese through experienced translators in the office. Kaan Karanfiloglu is registered with the Istanbul Bar Association, registration number 58270, and the Union of Turkish Bar Associations, registration number 133074. He graduated from Galatasaray University Law School.

• Karanfiloglu Law Firm is listed at Justia as a Turkish  Lawyer firm. Mr. Kaan Karanfiloglu is a top Turkish lawyer for foreigners who need legal assistance in Turkey.
• Karanfiloglu Law Firm is listed at Lawzana as a Turkish  Lawyer firm. Mr. Kaan Karanfiloglu is a top Turkish lawyer for foreigners who need legal assistance in Turkey.
• Karanfiloglu Law Firm is listed at Lawyers.com as a Turkish  Lawyer firm. Mr. Kaan Karanfiloglu is a top Turkish lawyer for foreigners who need legal assistance in Turkey.

Our Contracts and Law of Obligations Legal Services

We provide a complete range of services across Turkish contract law and the law of obligations. The areas below are the ones our clients ask for most often. If your matter is not listed, contact us and we will tell you whether and how we can help.

Contract Drafting Under Turkish Law

We prepare contracts from the beginning so that they reflect your commercial intention and comply with the Turkish Code of Obligations. Contract drafting in Turkey involves more than writing down what the parties agreed. It means defining the scope of performance, setting clear payment terms, allocating risk, adding termination and penalty provisions, and choosing the governing law and dispute resolution method. A properly drafted contract leaves little room for argument later.

Contract Review and Legal Risk Analysis

Before you sign, we review the proposed agreement and explain what it actually does. Contract review in Turkey identifies unclear obligations, one sided clauses, missing protections, and terms that conflict with mandatory Turkish law. We deliver a clear report on the legal risks and recommend specific changes, so you sign with full knowledge of what you are agreeing to.

Commercial Contracts and Business Agreements

We draft and review commercial contracts in Turkey for companies of every size, including framework agreements, agency arrangements, confidentiality agreements, and the day to day contracts a business depends on. Commercial relationships are also governed by the Turkish Commercial Code, and we make sure your agreements work together with your wider commercial law services in Turkey.

Shareholder Agreements and Partnership Obligations

Disputes between business partners are among the most damaging a company can face. We prepare shareholder agreements, partnership terms, and related documents that set out capital contributions, decision making, profit distribution, exit rights, and what happens if a partner defaults. Clear obligations between shareholders prevent conflict and protect the value of the business. This work connects closely with our business law support.

Sales, Supply, Distribution, and Service Agreements

We handle the contracts that move goods and services, including sale agreements, supply and procurement contracts, distribution and dealership arrangements, and service agreements. These contracts live or die on their detail: delivery terms, acceptance and inspection, warranties, pricing, currency, and remedies for late or defective performance. We make sure those points are addressed before a problem arises.

Real Estate, Lease, and Construction Contracts

Property related agreements carry specific legal requirements in Turkey. We advise on lease agreements, construction and contractor agreements, and contracts connected to property transactions. Some real estate contracts require a particular legal form to be valid, which is why review by a Turkish lawyer is essential. This service works alongside our real estate law practice.

Debt Obligations, Payment Terms, and Receivables

The law of obligations governs debt and credit relationships. We advise on debt obligations in Turkey, structure payment terms and security, prepare acknowledgements of debt, and assist with the collection of receivables. Where a debtor fails to pay, we advise on formal notices, settlement, and, if necessary, enforcement proceedings to recover what you are owed.

Breach of Contract and Default Issues

When the other party fails to perform, Turkish law gives you defined remedies, but only if the right steps are taken. We advise on breach of contract in Turkey and on default, including the formal default notice, the deadline that must usually be granted, and your right to claim performance, compensation for damages, or termination. Acting correctly at this stage protects your position if the matter reaches court.

Contract Termination and Cancellation

Ending a contract is a legal act with consequences. We advise on whether you have a valid right to terminate, the notice required, the effect on payments already made, and exposure to penalty or compensation claims. Whether you want to exit an agreement or you are defending against an improper termination by the other side, we help you do it on solid legal grounds.

Settlement Agreements and Release Documents

Many contract disputes are best resolved by agreement rather than litigation. We prepare settlement agreements, release and discharge documents, and waivers that close a dispute cleanly and prevent it from reopening. A well drafted settlement records exactly what each party gives up and removes the risk of a second claim on the same facts.

Cross-Border Contracts and Bilingual Agreements

International transactions raise the question of which country’s law applies and which language version controls. We draft and review cross border contracts and bilingual agreements, advise on governing law and jurisdiction clauses, and make sure the Turkish and foreign language texts are consistent. This avoids the common and costly situation where two language versions of the same contract say different things.

Representation in Contract Disputes and Negotiations

When a disagreement cannot be prevented, we represent clients in contract disputes in Turkey through negotiation, mediation where it applies, and litigation before the Turkish courts. We also assist with enforcement once a judgment or settlement is obtained. Our aim is always the most efficient resolution available, and we explain the realistic options before you commit to a course of action.

The Legal Process for Contracts in Turkey

The way a contract matter proceeds depends on what you need, but most engagements follow a recognisable path. The stages below describe how we typically work, both for drafting a new agreement and for handling a dispute over an existing one.

Step 1 – Consultation. We begin with a consultation to understand your goals, the parties involved, and the commercial background. This can take place in our Istanbul office or remotely for clients abroad.

Step 2 – Document and information review. We examine the relevant material, which may include draft contracts, signed agreements, correspondence, invoices, and any notices already exchanged.

Step 3 – Legal risk assessment. We identify the legal risks, the strength of your position, and the points that need attention, then explain them to you in clear terms.

Step 4 – Drafting or revision. For a new agreement, we prepare the contract. For an existing one, we propose specific amendments to remove risk and protect your interests.

Step 5 – Negotiation. We support you in negotiating terms with the other party, or we negotiate on your behalf, so the final agreement is balanced and clear.

Step 6 – Signing. We advise on the correct way to execute the contract, including any form, notarisation, or registration requirements that apply to that particular type of agreement.

Step 7 – Performance monitoring. Where useful, we help you monitor performance and respond promptly to delays, defects, or non payment with proper legal notices.

Step 8 – Dispute resolution. If a disagreement arises, we pursue negotiation, settlement, or mediation. For many commercial monetary claims, mediation is a mandatory step in Turkey before a lawsuit can be filed.

Step 9 – Litigation or enforcement. Where a dispute cannot be settled, we represent you before the Turkish courts and assist with enforcement of the judgment or settlement.

The exact process depends on the type of contract, the parties, the nature of any dispute, and the specific facts of your case. The steps above are a general guide and not a fixed timeline.

Documents and Information You May Need

The documents required depend entirely on whether we are drafting an agreement or handling a dispute, and on the type of contract involved. As a general guide, the following are often useful when you contact us:

• Draft contracts or proposed terms you have been asked to sign
• Signed contracts and any annexes or amendments
• Correspondence between the parties, including emails and messages
• Invoices, payment records, and bank statements relevant to the obligation
• Company documents such as trade registry records and signature authorities
• Identification documents for the individuals or representatives involved
• A power of attorney, where you wish us to act on your behalf
• Prior notices, demand letters, or termination letters already sent or received
• Evidence of breach or performance, such as delivery records, reports, or photographs

You do not need to gather everything before contacting us. We will tell you exactly what your specific matter requires after the first consultation.

Services for Foreign Clients

A large part of our contract practice is for foreign clients. We assist foreign individuals, foreign companies, international investors, and cross border parties who need their Turkish contracts handled correctly and explained in a language they understand.

Our support for foreign clients includes remote consultation by video call, contract review and contract drafting, bilingual contract support so the Turkish and English texts match, representation in negotiations and disputes, and coordination of certified translation where a document must be filed in Turkish. Where a transaction calls for it, we provide guidance on notarisation and on apostille and legalisation requirements for documents issued abroad. All communication can be conducted in English, and we also serve clients in French, Russian, and Chinese.

The issues foreign clients face are usually predictable. A contract may be presented only in Turkish, or with a bilingual text where the versions differ. A local partner, developer, or supplier may offer a template that protects only their side. Governing law and dispute resolution clauses may be unfamiliar, and a foreign party may not realise that signing a contract under Turkish law means a Turkish court will interpret it using Turkish legal principles. We address these problems before signing, so that you enter the agreement with a clear and accurate understanding of your position. This work often overlaps with our foreigners law services, and with matters such as the Turkish Residence Permit Lawyer and Turkish Citizenship by Investment Lawyer practice areas.

Common Legal Risks and Mistakes in Turkish Contracts

Most contract disputes in Turkey trace back to a small number of avoidable mistakes. Recognising them early is the simplest way to protect yourself.

• Unclear payment terms. When amounts, currency, due dates, and consequences of late payment are vague, payment disputes follow. Precise payment clauses prevent them.
• Missing termination clauses. A contract with no clear exit mechanism leaves you tied to an agreement that no longer serves you, or exposed when you try to leave it.
• Weak penalty clauses. Penalty provisions must be drafted carefully under Turkish law. If they are unclear or excessive, a court may reduce or set them aside.
• Incorrect governing law provisions. Choosing the wrong governing law, or leaving it unstated, can place your dispute in an unexpected legal system.
• Poor dispute resolution clauses. An unclear or unworkable arbitration or jurisdiction clause can make enforcement slow, expensive, or uncertain.
• Inadequate evidence. Failing to keep records of performance, delivery, and communication weakens your position if a dispute reaches court.
• Signing without Turkish legal review. Signing a Turkish contract without independent legal advice is the single most common cause of avoidable disputes.
• Relying on translated templates. A template translated from another country’s law often fails to reflect the Turkish Code of Obligations and may not protect you as intended.
• Failing to send proper legal notices. Turkish law sets specific requirements for default and termination notices. A missed or defective notice can cost you a remedy you would otherwise have had.

Proper legal assistance prevents these problems. A lawyer who reviews the agreement before signing, drafts the clauses correctly, and sends the right notices at the right time turns a fragile contract into one that genuinely protects you.

Frequently Asked Questions

Do I need a lawyer to draft a contract in Turkey?

The law does not require a lawyer to draft most contracts, but legal review is strongly advisable. A lawyer makes sure the agreement complies with the Turkish Code of Obligations, reflects your real intention, and protects you if the other party fails to perform. For commercial, cross border, or high value contracts, legal drafting or review is a sensible precaution rather than an optional extra.

Are English contracts valid in Turkey?

Yes. A contract written in English is generally valid in Turkey, because Turkish law follows the principle of freedom of form for most agreements. However, if the contract has to be used in a Turkish court or before a Turkish authority, a certified Turkish translation will usually be required, and certain documents and transactions must be in Turkish. A bilingual contract that clearly states which language version prevails is often the safest approach.

Can a foreign company sign a contract governed by Turkish law?

Yes. A foreign company can enter into a contract governed by Turkish law, and for many transactions connected to Turkey this is the practical choice. For contracts with a foreign element, the parties may also be able to choose another governing law, subject to Turkish private international law rules. A lawyer can advise which choice of law and jurisdiction best fits your transaction.

What should be included in a Turkish commercial contract?

A sound commercial contract should clearly identify the parties, define the scope of performance, set payment terms and currency, allocate risk and liability, and include provisions on delays, defective performance, penalties, confidentiality, termination, governing law, and dispute resolution. The right combination depends on the transaction, which is why each commercial contract should be tailored rather than copied from a template.

What happens if a party breaches a contract in Turkey?

If a party breaches a contract, Turkish law gives the other party defined remedies, which may include claiming performance, claiming compensation for damages, or terminating the agreement. In many cases a formal default notice and a reasonable deadline for performance must be given before these remedies can be used. Taking the correct procedural steps early is essential to protect your right to recover.

Can a contract be terminated under Turkish law?

Yes. A contract can be terminated under Turkish law, but only on valid grounds, such as a right of termination set out in the contract itself, the other party’s default, or a ground recognised by law. Termination usually has to follow specific notice requirements, and it can affect payments already made and expose a party to penalty or compensation claims. Legal advice before terminating helps you do it correctly.

How can I collect unpaid debts arising from a contract in Turkey?

Unpaid contractual debts can be pursued through a formal demand, negotiation, settlement, mandatory mediation where it applies, and, if necessary, enforcement or court proceedings. The strongest position comes from clear contract terms, proper invoices, and good records. A lawyer can advise on the most efficient route to recover what you are owed and on any time limits that apply.

Should contracts in Turkey be notarised?

Most contracts in Turkey are valid without notarisation, because Turkish law generally does not require a special form. However, certain agreements must follow a specific official form to be valid, and some transactions are completed before particular authorities, such as property sales at the land registry. Notarisation can also add evidential strength and certainty even where it is not legally required. A lawyer can confirm what your specific contract needs.

Can Karanfiloglu Law Firm review contracts remotely?

Yes. We regularly review and draft contracts for clients who are not in Turkey. You can send the documents electronically and we can consult with you by video call. Where we need to act on your behalf in Turkey, this can usually be arranged through a power of attorney, so distance is not an obstacle to receiving proper legal support.

What documents are needed for a contract dispute in Turkey?

For a contract dispute, the most useful documents are the signed contract and any amendments, correspondence between the parties, invoices and payment records, any notices already exchanged, and evidence of performance or breach such as delivery records or reports. The exact documents depend on the dispute, and we will tell you what your matter requires after reviewing the file.

Can foreign investors use Turkish contracts for business operations?

Yes. Foreign investors and foreign owned companies routinely use contracts governed by Turkish law for their operations in Turkey, including supply, distribution, lease, service, and shareholder agreements. The key point is that these contracts should be drafted or reviewed by a Turkish lawyer so they comply with local law and genuinely protect the investor’s interests.

How long does a contract dispute take in Turkey?

The timeline varies considerably. Some disputes are resolved within weeks through negotiation or mediation, while a contract case that goes through the courts and any appeal can take a year or more. The duration depends on the complexity of the matter, the conduct of the parties, the court’s workload, and whether mediation is required first. We give a realistic assessment for your specific situation at the outset.

Contact Karanfiloglu Law Firm, Your Turkish Lawyer

Whether you need a contract drafted, an agreement reviewed before you sign, advice on a breach, or representation in a contract dispute, the earlier you obtain legal advice, the stronger your position is likely to be. Karanfiloglu Law Firm advises Turkish and international clients on contracts and law of obligations in Turkey from our office in Istanbul, and we work with clients across the country and abroad.

To discuss your contract or obligation matter, contact our Istanbul law firm to book a legal consultation. We will review your situation, explain your options clearly, and tell you how we can help. We do not guarantee any particular legal outcome, but we are committed to careful, honest, and practical legal work focused on protecting your interests.

Karanfiloglu Law Firm
Address: Mecidiyekoy Mah. Buyukdere Cad. No:67-71, Alba Business Center, Floor 8, Sisli, 34387 Istanbul, Turkey
Phone: +90 532 659 35 11
To request a consultation, please use our contact page.

This content is for general informational purposes only and does not constitute legal advice. For advice specific to your situation, please consult a qualified lawyer.

Updated date: 20 May 2026