Commercial contracts form the legal backbone of business relationships in Turkey. When one of the parties is a foreign national, additional legal care is needed in drafting, translating, notarizing, and registering the contract to ensure that both parties’ rights are protected. In this article, we explain the key legal steps for validating commercial contracts between foreigners and Turkish citizens.
Professional Drafting of the Commercial Contract
Contracts must be drafted with precision by a legal expert specialized in Turkish commercial law. The language should be clear, unambiguous, and include all essential terms to avoid potential disputes in the future.
Key elements every contract should include:
Full identification and contact details of both parties (name, passport/ID number, address)
A clear description of the subject matter
Payment terms and total value
Duration and renewal or extension clauses
Terms related to delivery or service execution
Penalties for breach of contract
Jurisdiction or arbitration clause
Signatures of the parties and date/place of execution
Sworn Translation and Bilingual Documentation
If one party is a foreigner, it is highly recommended to prepare the contract in both Turkish and the foreign party’s native language (e.g., English or Arabic). The foreign version must be a notarized sworn translation by an officially certified translator.
⚠️ Note: In the case of any dispute or discrepancy between texts, the Turkish version prevails before Turkish courts. Therefore, special attention must be given to the Turkish wording.
Notarization of the Contract (Noter Onayı)
Having the contract signed before a Turkish Notary Public (Noter) grants it official and legally enforceable status. Notarized contracts are considered strong legal evidence and can be directly used in legal or enforcement proceedings in Turkey.
Registration of the Contract with Relevant Authorities
In certain cases, especially those involving company formation, partnerships, or real estate, additional registration may be required with:
Trade Registry (Ticaret Sicil Müdürlüğü)
Tax Office (Vergi Dairesi)
Chamber of Commerce (Ticaret Odası)
This registration ensures the enforceability and recognition of the contract by government institutions.
Legal Representation of the Foreign Party
If the foreign party does not reside in Turkey or does not speak Turkish, it is advisable to appoint a legal representative or attorney via a notarized power of attorney to handle signing and formalities on their behalf.
This minimizes procedural errors and ensures smoother execution of the contract.
Dispute Resolution Clause
Every contract should clearly state the chosen method of dispute resolution. The parties may choose between:
Turkish Commercial Courts (e.g., Istanbul Commercial Courts)
Local arbitration bodies such as Istanbul Arbitration Center (ISTAC)
International arbitration (if explicitly agreed upon)
The choice must be mutually agreed and clearly indicated in the contract.
Documenting Payments and Deliverables
To secure both parties’ rights, all financial transactions or service deliveries under the contract should be properly documented with:
Bank transfer receipts
Official invoices
Delivery reports or handover documents
Technical or financial reports, depending on the nature of the contract
Important Recommendations Before Signing a Contract
Never sign a contract without first consulting a lawyer specialized in Turkish commercial law.
Make sure you fully understand the content, especially in bilingual documents.
Avoid oral agreements or informal contracts; always opt for notarized written contracts.
Our Legal Services
We provide comprehensive legal support for foreign individuals and companies in Turkey:
Drafting and reviewing commercial contracts
Certified sworn translation and notary procedures
Official registration with relevant institutions
Legal advice before and after signing contracts