WHAT SHOULD I CONSIDER WHEN MAKING A CONTRACT IN TURKEY?

When making a contract in Turkey, you should pay close attention to the following aspects to ensure its validity and enforceability:

1. Legal Compliance

• Ensure the contract adheres to Turkish Code of Obligations (TCO) and other relevant laws.

• Verify that the subject matter of the contract is not prohibited by Turkish law (e.g., illegal goods or services).

2. Language

• Contracts can be written in Turkish or another mutually agreed-upon language.

• If written in a foreign language, it is advisable to include a Turkish translation to avoid misunderstandings, especially if litigation arises.

3. Key Elements of the Contract

• Parties' Information: Full names, addresses, and identification details of all parties.

• Purpose of the Contract: Clearly define the agreement's subject and purpose.

• Mutual Consent: Both parties must agree freely without coercion or fraud.

• Obligations and Rights: Clearly outline each party’s duties, responsibilities, and rights.

• Consideration: Clearly state the price or other exchange of value.

4. Notarization and Registration

• Some contracts, such as property sales, leases exceeding ten years, or company-related agreements, must be notarized or registered at the relevant government office.

5. Written vs. Oral Agreements

• Although oral agreements are generally valid, written contracts are strongly recommended to avoid disputes.

• Certain types of agreements (e.g., property transactions) must be in writing to be valid.

6. Applicable Law and Jurisdiction

• Specify which law governs the contract. For contracts in Turkey, Turkish law typically applies unless stated otherwise.

• Determine the jurisdiction for resolving disputes (e.g., Turkish courts, arbitration).

7. Force Majeure Clause

• Include a clause for unforeseen events (e.g., natural disasters, political instability) to protect parties from liability if obligations cannot be fulfilled.

8. Termination and Breach Clauses

• Clearly outline the conditions under which the contract can be terminated.

• Specify penalties or remedies in case of breach (e.g., compensation, specific performance).

9. Signature Requirements

• Ensure all parties sign the contract, preferably with wet signatures. Digital signatures are also valid under Turkish e-signature laws for many agreements.

10. Tax and Financial Obligations

• Be aware of stamp duty, which applies to many contracts in Turkey.

• Confirm tax liabilities related to the agreement (e.g., VAT, withholding tax).

11. Dispute Resolution

• Consider adding a clause for arbitration or mediation to resolve conflicts efficiently.

• For international parties, you may specify arbitration under international rules like ICC or UNCITRAL.

12. Due Diligence

• Verify the legal standing and capacity of the other party (e.g., for companies, check the trade registry records).

• Review any required permits or approvals for the agreement to be executed.

Would you like to focus on any specific type of contract or situation?