Commercial contract drafting in Turkey
Commercial contract drafting: your checklist
Choose the type of contract and the other party. You will see the clauses that most often need attention.
General list; each contract must be drafted for the specific transaction.
Commercial contract drafting in Turkey: clauses, language, currency and disputes
Commercial contract drafting in Turkey is based mainly on the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102. For a foreign business, the most important points are the governing law and forum, the language of the contract, the currency of the price, stamp tax and the enforceability of the outcome. Parties may agree on arbitration, and Turkey applies the New York Convention to foreign arbitral awards. A clear, bilingual text avoids most later disputes.
Commercial contract drafting in Turkey: the key clauses
- Parties: full trade names, registry numbers and authorised signatories as shown in the signature circular
- Subject and performance: clear description, delivery, acceptance and quality standards
- Price and payment: currency, payment terms, late-payment interest and payment security such as letters of credit or sureties
- Liability: penalty clauses, limitation of liability and indemnities
- Term and termination: notice periods, termination for cause and consequences
- Confidentiality and data: including personal data under the Data Protection Law No. 6698
Language and currency of the contract
A contract between a Turkish company and a foreign company can be drafted in English, but Turkish courts and authorities require a Turkish text or a certified translation; a bilingual contract with a clause stating which version prevails is the practical solution. Since 2018, pricing in foreign currency in certain contracts between Turkish residents has been restricted; for cross-border contracts with a foreign party, foreign-currency pricing is generally possible. The exact rules should be checked for each transaction.
Governing law, courts and arbitration
In international contracts the parties may choose the governing law and the forum, subject to mandatory Turkish rules. Arbitration (for example before the Istanbul Arbitration Centre ISTAC or the ICC) is often chosen for cross-border business. Foreign arbitral awards are recognised and enforced in Turkey under the New York Convention; foreign court judgments need a recognition and enforcement case, see recognition and enforcement of foreign judgments.
Stamp tax and formalities
Many signed contracts are subject to stamp tax, calculated on the contract value; the contract should say which party bears it. Some transactions, such as share transfers in a limited company or real estate promises, require a notarised form. For the tax framework see tax for foreigners in Turkey.
Distribution and agency agreements
Distribution and agency agreements should regulate territory, exclusivity, minimum purchase or sales targets, competition restrictions and termination. Under the Commercial Code an agent may claim a goodwill indemnity at the end of the relationship, and courts may apply this rule by analogy to exclusive distributors. Competition law limits certain restrictions, such as resale price maintenance.
How the drafting works
Transaction summary
Parties, subject, price and the commercial background are collected.
Draft
A bilingual draft is prepared or the counterparty’s draft is reviewed.
Negotiation
Comments are exchanged until the text is final.
Signature
The contract is signed by authorised signatories; stamp tax and any notarisation are handled.
Frequently asked questions about commercial contracts
Can a contract with a Turkish company be in English only?
It can be signed in English, but courts and authorities will require a Turkish text or certified translation; a bilingual version is recommended.
Can we choose arbitration?
Yes. Arbitration is common in cross-border contracts, and foreign arbitral awards are enforced under the New York Convention.
Is stamp tax payable?
Many signed contracts are subject to stamp tax on the contract value; the parties should agree who bears it.
Can prices be set in foreign currency?
Between Turkish residents this is restricted in many cases; in contracts with a foreign party it is generally possible.
Official sources and related pages
This guide is based on the official legislation of the Republic of Türkiye and was last updated on .
This page provides general information and is not a substitute for legal advice on a specific case. No particular outcome of any application or proceeding is promised.
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