Commercial contract drafting and review

When do you need legal review of commercial contracts?

Many foreigners starting a commercial activity in Turkey reach a moment when they need a reliable contract: forming a partnership with a Turkish or another foreign party, contracting with a supplier or distributor, entering a services agreement with a client or contractor, or signing a non-disclosure agreement (NDA) before sharing sensitive project information. It is exactly at these moments that many fall into a common mistake: relying on a verbal agreement or "trust" between the parties, or on an informally translated contract without genuine Turkish legal review. The problem is that Turkish law has its own concepts for defining obligations, interpreting clauses, and allocating liability in a dispute, which may differ fundamentally from what the foreign party is used to in their home country. A contract that hasn't been legally thought through may seem acceptable at signing, then turn into a heavy burden at the first dispute.

What makes a commercial contract valid and enforceable in Turkey?

As a general rule, the Turkish Code of Obligations (Türk Borçlar Kanunu) does not require a specific form for the validity of most commercial contracts, and an agreement can be concluded even without writing. But when the law explicitly requires a specific form for a particular type of contract, that form becomes a condition of validity, not a mere formality, and its absence may leave the contract without legal effect. A simple partnership agreement (adi ortaklık), the common form for unregistered business partnerships not incorporated as a formal company, is not required by law to be in writing at all — it can even arise from conduct and implicit agreement between the parties. As for language, a contract written in a foreign language remains valid in principle between two agreeing parties, but if a dispute reaches Turkish courts, the party relying on this contract is obliged to submit a Turkish translation of it, and the court is entitled to request a certified or sworn translation. There is also an old law (No. 805) requiring companies with Turkish affiliation to use the Turkish language in their transactions within Turkey, while Court of Cassation case law on foreign companies in this regard is not entirely uniform.

Key points to know

• Unclear termination clauses, such as the absence of a defined notice period or automatic-renewal terms, open the door to disputes over exactly when the obligation actually ends and what the financial consequences are for each party
• A jurisdiction and dispute-resolution clause (Turkish court, foreign court, or arbitration), if not drafted precisely, can make enforcing the contract or going to court a slower and more complicated process than the parties expected
• Verbal or undocumented agreements, even if they may be considered legally valid in certain types of partnerships, make it extremely difficult to prove each partner's share or obligations when a dispute arises, because the burden falls on whoever claims the agreement exists
• Contracts drafted only in a foreign language without a certified Turkish version leave the party in a weaker position before Turkish courts, since an official translation is needed at the time of a dispute, which can raise additional disputes over the accuracy of the translated wording

Frequently asked questions

Is a contract written only in Arabic or English, without a Turkish version, valid before Turkish courts? Yes, in principle; a contract in a foreign language between two agreeing parties remains legally valid. But when a dispute is brought before Turkish courts, the party relying on this contract is required to submit a Turkish translation of it, and the court may request a certified sworn translation, which makes having a certified Turkish version ready in advance an important precaution.

Does a business partnership need a written contract to be legally valid? Not necessarily; the law does not require a written form for a simple partnership agreement, and it can even arise through conduct implicitly agreed upon. However, the absence of written documentation does not mean the absence of risk — it means that proving the partners' shares and obligations in any dispute becomes much harder.

What happens if a partner breaches the terms of an unwritten partnership agreement? The relationship may still be treated legally as an existing partnership, but the harmed partner bears the burden of proving what was actually agreed regarding shares, obligations, and the distribution of profits or losses — something extremely difficult without a clear document, which weakens their position in any claim for compensation or dissolution of the partnership.

Last updated: 2026-09-07