Need a commercial lawyer in Turkey? 2026 guide for foreign companies covering contracts, company formation, investments, unpaid debts, shareholder disputes, CISG claims, enforcement, arbitration and commercial litigation.

Foreign companies doing business in Turkey may encounter legal issues at almost every stage of a commercial relationship. A business may need assistance before signing a distribution agreement, while acquiring shares in a Turkish company, after discovering hidden liabilities, when a Turkish customer refuses to pay invoices or when a business partner breaches an investment agreement.

The legal problem can quickly become more complicated when the foreign company has no internal legal team in Turkey.

A Turkish commercial dispute may involve several legal regimes simultaneously, including the Turkish Commercial Code, Turkish Code of Obligations, enforcement and bankruptcy legislation, international private law, arbitration rules and, for qualifying international sales, the CISG. The Ministry of Trade’s current corporate-law legislation page continues to list the Turkish Commercial Code No. 6102 and Turkish Code of Obligations No. 6098 among the core legislation relevant to companies and commercial activity. (Ticaret Bakanlığı)

For this reason, a commercial lawyer advising a foreign company should not become involved only after litigation starts. Effective legal assistance can begin with contract drafting and investment structuring and continue through negotiation, debt recovery, interim protection, litigation, arbitration and enforcement.

Can Foreign Companies Do Business and Invest in Turkey?

Yes.

Turkey’s foreign-investment framework is based substantially on equal treatment. The official Investment Office states that international investors generally have the same rights and liabilities as local investors regarding establishment of businesses and share transfers, and that foreign investors can establish company forms provided under the Turkish Commercial Code. (Türkiye Yatırım Ofisi)

This means a foreign investor can potentially establish a Turkish company or acquire shares in an existing Turkish business, subject to sector-specific restrictions and other applicable legislation.

The Ministry of Trade’s July 2026 company-establishment materials also provide updated guidance specifically concerning company formation in Turkey. (Ticaret Bakanlığı)

Why Should a Foreign Company Use a Turkish Commercial Lawyer?

The primary purpose is not simply to have someone file a lawsuit.

A commercial lawyer can help identify legal risk before money changes hands.

For a foreign company, this may include reviewing a Turkish supplier, drafting a contract, investigating a target company, negotiating security for payment, determining whether the CISG applies, protecting an investment or planning how a future judgment could actually be collected.

The commercial objective should guide the legal strategy.

Commercial Contracts in Turkey

Contracts are one of the most important areas of preventive legal work.

Foreign businesses commonly enter into sales, supply, distribution, agency, manufacturing, licensing, service, consultancy, logistics, construction, shareholder and investment agreements with Turkish counterparties.

Using a generic international contract without adapting it to the transaction can create serious problems.

The agreement should address the actual commercial risks between the parties.

Governing Law Clauses

Every major international contract should clearly address governing law.

A clause may provide for Turkish law, another national law or, for qualifying international sales, interact with the CISG.

The governing-law clause should not be confused with jurisdiction.

A contract can be governed by Turkish substantive law while disputes are resolved through arbitration.

Likewise, the CISG may govern certain international sales issues while Turkish domestic law governs matters outside the Convention’s scope.

CISG and International Sales

Foreign companies buying goods from or selling goods to Turkish businesses should determine whether the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies.

The CISG can regulate important matters such as delivery, conformity of goods, payment, breach, damages and contract avoidance.

This is especially important in disputes concerning:

unpaid international invoices,

defective products,

late delivery,

refusal to accept goods,

incorrect quantities,

and failed international supply transactions.

A foreign company should not automatically assume that domestic Turkish sales law exclusively governs every international sale.

Distribution Agreements

Foreign manufacturers frequently appoint Turkish distributors.

A well-drafted distribution agreement should address territory, exclusivity, minimum purchase obligations, pricing, payment, marketing responsibilities, intellectual property, competition-law issues and termination.

The consequences of termination should be considered before the relationship begins.

A poorly drafted exclusivity arrangement can create significant problems when the foreign supplier later wants to appoint another distributor.

Commercial Agency Agreements

Agency arrangements require different legal analysis from distribution agreements.

The agent may facilitate contracts rather than purchase and resell products independently.

Issues concerning commission, authority, exclusivity, termination and post-termination rights should therefore be addressed carefully.

Foreign companies should avoid treating “agent” and “distributor” as interchangeable commercial terms.

Supply and Manufacturing Agreements

Foreign buyers purchasing products from Turkish manufacturers should establish detailed contractual standards concerning specifications, testing, inspection, delivery, acceptance and remedies.

This is especially important for customized machinery, industrial components and technically complex products.

If the agreement simply states that the supplier will provide “high-quality products,” a later quality dispute may become much harder to resolve.

Objective technical standards are preferable.

Advance Payments

Foreign buyers frequently pay deposits or advances to Turkish manufacturers.

This creates credit exposure before goods have been delivered.

The contract should clearly determine whether the payment constitutes part-payment, an advance, security, earnest money or another form of payment.

Refund conditions should also be addressed.

For high-value transactions, an advance-payment bank guarantee or escrow mechanism may materially reduce risk.

Bank Guarantees

Bank guarantees can provide important protection for foreign businesses.

Depending on the transaction, guarantees may secure advance payments, contractual performance or other obligations.

The wording matters enormously.

The foreign company should examine the amount, expiry date, demand conditions and documents required before relying on the guarantee as effective security.

Company Formation in Turkey

Foreign investors can establish companies in Turkey under the applicable corporate framework.

Joint-stock companies and limited liability companies are among the principal structures used for commercial investment.

Turkey’s Investment Office states that international investors are generally subject to the same rules as local investors for business establishment and share transfers. (Türkiye Yatırım Ofisi)

Choosing the correct structure depends on the proposed business, ownership arrangement, governance requirements, financing and future exit strategy.

Foreign-Owned Turkish Companies

A Turkish company can potentially be entirely foreign-owned, subject to applicable sector-specific rules.

The fact that shareholders are foreign does not ordinarily mean that the company operates outside the Turkish corporate-law system.

Once established in Turkey, the company becomes subject to Turkish corporate, tax, employment and other applicable regulatory requirements.

The official investment framework expressly emphasizes equal treatment of international and domestic investors. (Türkiye Yatırım Ofisi)

Branch of a Foreign Company

A foreign company may in appropriate circumstances operate through a Turkish branch instead of establishing a separate subsidiary.

The Ministry of Trade’s 2026 guide states that branches of foreign commercial enterprises are registered in Turkey and require a fully authorized commercial representative residing in Turkey. (Ticaret Bakanlığı)

Whether a subsidiary or branch is preferable depends on the investment.

Corporate liability, tax, management, regulatory and commercial factors should be considered together.

Acquiring an Existing Turkish Company

A foreign investor may prefer acquiring an operating Turkish company rather than creating a business from the beginning.

This can provide immediate access to customers, employees, contracts, licenses, facilities and market presence.

It also creates substantial risk.

The buyer may inherit economic exposure arising from historical company activities.

Legal and financial due diligence is therefore essential.

Legal Due Diligence

Before acquiring a Turkish company, a foreign investor should investigate the target’s legal position.

Depending on the transaction, due diligence may cover corporate records, share ownership, contracts, litigation, debt, guarantees, employment, tax, intellectual property, regulatory licenses, real estate and related-party transactions.

The purpose is not simply to produce a long report.

The objective is to identify risks that should change the purchase price, transaction structure, warranties, indemnities or decision to proceed.

Share Purchase Agreements

The Share Purchase Agreement should allocate acquisition risks clearly.

Important provisions can include purchase price, closing conditions, representations and warranties, specific indemnities, disclosure procedures, liability caps, claim thresholds, survival periods and dispute resolution.

For foreign investors, post-closing claim procedures are particularly important.

A strong warranty is less useful if the buyer later misses the contractual deadline for notifying the claim.

Hidden Liabilities After Acquisition

Foreign buyers sometimes discover significant liabilities after closing.

These may include tax exposure, supplier debts, employee claims, litigation, regulatory problems, undisclosed guarantees or inaccurate financial statements.

The buyer should immediately compare the problem with the SPA warranties, disclosure letter and indemnity provisions.

Post-closing M&A disputes can involve compensation, indemnification, purchase-price adjustments and, in serious cases, allegations of deliberate misrepresentation.

Shareholder Disputes

Foreign investors can also become involved in disputes with Turkish business partners.

Typical problems include exclusion from management, denial of access to company information, unauthorized transactions, related-party transfers, misuse of company funds and dilution of minority shareholdings.

The appropriate remedy depends on the company’s legal form and the specific conduct.

Speed can be particularly important where control over bank accounts or corporate assets is disputed.

Foreign Shareholder Denied Information

A foreign shareholder may discover that management refuses to provide financial statements, accounting information or other corporate records.

Information and inspection rights should be analyzed under the applicable corporate framework.

The shareholder should preserve written requests and management’s responses.

If there is suspicion of asset diversion, the issue may require more than an ordinary information request.

Invalid Shareholder Resolutions

General assembly decisions may significantly affect a foreign investor’s rights.

A resolution might authorize a capital increase, change management, approve a transaction or otherwise affect control.

Where a resolution violates applicable law, articles of association or shareholder rights, legal remedies may potentially be available.

Corporate litigation often involves strict deadlines.

The shareholder should therefore seek advice immediately rather than waiting until the commercial consequences become irreversible.

Director and Manager Liability

Company directors and managers have legal duties arising from Turkish corporate law.

Foreign shareholders may need to consider liability proceedings where management causes losses through unlawful or culpable conduct.

Potential disputes can concern unauthorized payments, related-party transactions, misuse of assets or serious mismanagement.

The correct claimant and nature of the loss should be identified carefully because damage to the company and direct damage to a shareholder are not necessarily the same claim.

Commercial Debt Recovery in Turkey

Unpaid commercial receivables are among the most frequent problems faced by foreign companies.

Examples include unpaid invoices, loans, advances, supply debts, service fees, contractual compensation and settlement obligations.

The recovery strategy should begin with documentation and collectability.

A legally valid EUR 2 million receivable against an assetless company requires a very different strategy from the same claim against an operating company with significant assets.

Unpaid Invoices

A foreign supplier should preserve more than the invoice.

Useful evidence may include the contract, purchase order, delivery records, customs documents, CMR or bill of lading, correspondence and acknowledgment of debt.

If the debtor raises a defect defense, the timing and substance of the complaint should be investigated.

For CISG-governed sales, the buyer’s inspection and notification obligations can become particularly important.

Formal Payment Demand

A structured payment demand can be an effective first legal step.

The demand should identify the contractual relationship, outstanding principal, due date and applicable interest.

Where the contract contains a specific notice clause, that procedure should be followed.

Foreign creditors should avoid allowing informal payment promises to continue indefinitely while their recovery position deteriorates.

Turkish Enforcement Proceedings

Turkey’s enforcement system can provide foreign creditors with mechanisms for pursuing monetary receivables.

Depending on the circumstances, an enforcement proceeding may be initiated without first obtaining a final judgment.

The debtor can have procedural rights to object.

Where an objection stops ordinary enforcement, the creditor may need additional proceedings to establish the receivable and overcome the objection.

The correct route depends on the evidence and legal basis of the debt.

Commercial Litigation

Some disputes require substantive commercial litigation.

A foreign company may need to establish breach of contract, unpaid debt, damages, invalid corporate action or another commercial claim.

The applicable court depends on the nature of the dispute and jurisdictional rules.

Evidence should be organized before filing rather than assembled reactively during proceedings.

Mandatory Commercial Mediation

Turkey uses mandatory pre-litigation mediation for specified categories of commercial monetary disputes.

This procedural requirement should be checked before filing a qualifying commercial lawsuit.

Foreign companies should not assume that overseas incorporation exempts them from procedural requirements applicable to litigation in Turkey.

Turkey’s current 2025–2029 Judicial Reform Strategy also identifies further development of mediation and institutional arbitration as policy objectives. (Yargı Reformu)

Provisional Attachment

Winning a case does not guarantee collection.

Where a foreign creditor has a monetary claim and there is a genuine risk to recovery, provisional attachment may potentially be considered if the statutory conditions are satisfied.

This can become particularly important where a Turkish debtor begins selling property, transferring assets or emptying accounts.

Interim protection is not automatic.

The creditor must establish the requirements for the requested measure.

Bank Accounts and Receivables

Once an enforceable collection position has been obtained, the debtor’s bank accounts and third-party receivables may become important targets.

For operating businesses, customer receivables can sometimes be more valuable than physical assets.

A debt-recovery strategy should therefore map the debtor’s business structure rather than focusing only on its bank balance.

Real Estate, Vehicles and Company Assets

Commercial debt recovery can also involve real estate, vehicles, machinery, inventory and other attachable assets.

However, the existence of an asset does not necessarily mean it has meaningful recoverable value.

Prior mortgages, attachments and secured claims should be investigated.

Asset priority can determine whether enforcement is commercially worthwhile.

Debtor Transfers Assets to Related Parties

A particularly serious situation arises when the debtor begins moving assets after receiving a payment demand.

Transfers to shareholders, relatives or related companies should be investigated.

Depending on the circumstances, Turkish creditor remedies concerning prejudicial transfers may become relevant.

Foreign creditors should act quickly because delaying until after the company has been emptied can materially reduce recovery prospects.

International Arbitration

Many cross-border commercial contracts involving Turkish companies contain arbitration clauses.

Arbitration may be particularly suitable for complex international disputes involving substantial amounts, foreign parties or technical contractual issues.

The contract should clearly identify the arbitration framework, seat, language and applicable law.

Turkey’s Ministry of Justice has also emphasized strengthening mediation and institutional arbitration as part of its current judicial reform strategy. (Yargı Reformu)

Foreign Arbitral Awards

A foreign company that obtains an arbitral award against a Turkish counterparty may need to enforce that award against assets located in Turkey.

The enforcement strategy should therefore be considered before the arbitration concludes.

Knowing where the debtor’s assets are can be just as important as winning the merits of the dispute.

Foreign Court Judgments

A foreign judgment does not necessarily become directly executable against Turkish assets merely because it is final abroad.

Recognition and enforcement requirements may need to be satisfied in Turkey.

The foreign company should therefore evaluate the likely enforcement jurisdiction before deciding where to litigate an international contract dispute.

Investment Protection

Commercial advice for foreign investors extends beyond ordinary corporate law.

Turkey’s Ministry of Trade states that Turkey has signed bilateral investment treaties with numerous countries and describes these treaties as instruments intended to protect international investments against specified non-commercial risks. (Ticaret Bakanlığı)

Whether treaty protection is available depends on the investor’s nationality, investment structure, applicable treaty and nature of the state conduct involved.

Ordinary contractual disputes between two private companies should not be confused with investor-state claims.

Investment Incentives

Foreign-owned Turkish companies can also potentially benefit from investment incentives where applicable requirements are satisfied.

The Ministry of Trade states that companies established in Turkey by foreign investors are eligible for investment-support schemes under equal conditions with domestic investors where the relevant criteria are met. (Ticaret Bakanlığı)

The official investment framework also identifies incentives across different sectors and investment scales. (Invest in Türkiye)

Legal and financial eligibility should be reviewed before an investment is structured around a particular incentive.

Regulatory Compliance

Foreign businesses entering Turkey should identify sector-specific requirements before investing.

Licensing or regulatory requirements can arise in energy, finance, insurance, healthcare, telecommunications, transportation and other regulated industries.

The Investment Office’s legal guide expressly identifies areas such as competition law, environmental regulation, financing, insurance, personal-data protection and public procurement among the legal issues investors should consider. (Türkiye Yatırım Ofisi)

A transaction that is commercially attractive may become unworkable if regulatory approvals are considered only after signing.

Commercial Contracts Should Include Exit Planning

Businesses frequently negotiate how a relationship begins but fail to negotiate how it ends.

A strong commercial agreement should address termination events, notice periods, outstanding payments, inventory, customer relationships, confidential information, intellectual property and dispute resolution.

For joint ventures, deadlock and exit provisions are particularly important.

The best time to negotiate exit rights is before a dispute exists.

Foreign Company’s Power of Attorney

Foreign companies can generally be represented in Turkey through properly authorized representatives.

Official Turkish guidance confirms that foreign commercial companies can be represented through power of attorney, subject to applicable authorization and authentication requirements. (Your Key Türkiye)

Documents issued abroad may require apostille or consular certification depending on the country and applicable international arrangements.

These formalities should be arranged early where urgent litigation or enforcement is anticipated.

Do Foreign Company Representatives Need to Come to Turkey?

Not necessarily for every legal step.

Many matters can be handled through appropriately authorized Turkish counsel.

However, particular transactions, corporate actions, hearings or evidentiary matters may require additional participation depending on the circumstances.

The procedural plan should therefore be established at the beginning of the matter.

When Should a Foreign Company Contact a Commercial Lawyer?

Ideally, before signing a high-value agreement or transferring significant funds.

Legal advice becomes particularly urgent when a Turkish counterparty refuses payment, rejects delivered goods, fails to refund an advance, breaches an investment agreement, transfers assets, excludes a shareholder from management or threatens termination of a major contract.

Waiting often changes the problem.

A contractual dispute can become an insolvency problem.

An investment disagreement can become an asset-diversion dispute.

An unpaid invoice can become an uncollectible judgment.

Practical Example: Foreign Manufacturer With Multiple Problems in Turkey

Assume a foreign manufacturer has three commercial relationships in Turkey.

A Turkish distributor owes EUR 900,000 in unpaid invoices.

The manufacturer has also paid EUR 500,000 to another supplier for equipment that was never delivered.

Finally, it owns 40% of a Turkish joint venture whose controlling shareholder has stopped providing financial information.

These should not be treated as one generic “commercial dispute.”

The unpaid invoices may require CISG analysis, debt enforcement and asset investigation.

The failed equipment transaction may require termination, advance-payment recovery and potentially interim asset protection.

The shareholder problem may require corporate information rights, investigation of management conduct and possible corporate litigation.

A commercial lawyer should therefore design separate remedies around each legal relationship.

Commercial Legal Checklist for Foreign Companies in Turkey

Before entering or expanding a Turkish commercial relationship, foreign companies should verify the identity and authority of the counterparty, investigate corporate records and financial risk, use a transaction-specific written contract, clarify governing law and jurisdiction, determine whether the CISG applies, establish payment security, define termination rights and preserve an effective enforcement route.

For investments, additional due diligence should cover ownership, corporate governance, liabilities, litigation, licenses, employment, taxes, intellectual property and material contracts.

For disputes, the focus should shift immediately to evidence, deadlines, interim protection and collectability.

Frequently Asked Questions

Can a foreign company establish a business in Turkey?

Yes. Turkey’s foreign-investment framework generally provides equal treatment to international investors, subject to applicable sector-specific requirements. (Türkiye Yatırım Ofisi)

Can a company in Turkey be 100% foreign-owned?

Generally yes, subject to sector-specific restrictions and other applicable legislation. The official investment framework recognizes foreign ownership and equal treatment of international investors. (Türkiye Yatırım Ofisi)

Can a foreign company sue a Turkish company for unpaid invoices?

Potentially, yes. The appropriate procedure depends on jurisdiction, contractual provisions, evidence and the nature of the receivable.

Can enforcement proceedings be started in Turkey without first obtaining a judgment?

Potentially, depending on the type of monetary receivable and applicable enforcement procedure. A debtor’s objection can require additional proceedings.

Can the debtor’s assets be protected before final judgment?

Potentially. Provisional attachment or another interim measure may be available where the statutory requirements are satisfied.

Does the CISG apply to foreign companies trading with Turkish businesses?

It can apply to qualifying international contracts for the sale of goods unless validly excluded or another exception applies.

Are foreign shareholders protected under Turkish corporate law?

Foreign shareholders generally exercise shareholder rights under the applicable Turkish corporate framework. The appropriate remedy depends on the company type and specific violation.

Can a foreign investor acquire a Turkish company?

Yes. The official Investment Office states that international investors may establish companies and acquire shares subject to applicable law. (Türkiye Yatırım Ofisi)

Can international commercial disputes be arbitrated?

Yes, where a valid arbitration agreement covers the dispute. Arbitration clauses are common in cross-border commercial agreements.

Can a foreign company appoint a lawyer without its directors travelling to Turkey?

Foreign commercial companies can generally act through appropriately documented powers of attorney, subject to applicable authentication and procedural requirements. (Your Key Türkiye)

Commercial Legal Support for Foreign Companies in Turkey

Foreign companies operating in Turkey need more than reactive litigation support.

Effective commercial legal assistance should cover the entire business cycle: investment structuring, company formation, due diligence, contract negotiation, corporate governance, shareholder protection, debt recovery, litigation, arbitration and enforcement.

Turkey’s current investment framework continues to emphasize equal treatment for international investors, while the Turkish Commercial Code and Turkish Code of Obligations remain central components of the country’s commercial legal framework. (Türkiye Yatırım Ofisi)

For companies already facing a dispute, the commercial strategy should answer three questions immediately:

What legal right has been breached? What evidence proves the claim? Where are the assets from which recovery can actually be obtained?

This is particularly important for unpaid invoices, failed investments, shareholder conflicts and advance-payment disputes. Legal proceedings should be designed around the commercial result rather than simply obtaining a favorable decision.

Fırat Fesih Kaya Law Office assists foreign companies, international investors, manufacturers, exporters, importers and multinational businesses with commercial contracts, company formation, foreign investment, legal due diligence, M&A transactions, shareholder disputes, CISG claims, unpaid invoices, debt recovery, provisional attachment, Turkish commercial litigation and international arbitration.

Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yıldırım Tower, Balgat, Çankaya, Ankara, Turkey