Banking and Finance Lawyer in Istanbul, Turkey

Banking and Finance Law in Türkiye

Türkiye has a broad regulatory framework covering banks, credit transactions and other financial activities. The Banking Law No. 5411 is one of the principal statutes governing the banking sector. The framework also includes legislation dealing with bank and credit cards, financial leasing, factoring, financing companies and other regulated activities.

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The Banking Regulation and Supervision Agency (BDDK/BRSA) publishes the relevant legislation through its official banking legislation database. The database includes the Banking Law No. 5411, the Bank Cards and Credit Cards Law No. 5464 and Law No. 6361 concerning financial leasing, factoring, financing and savings financing companies.

 

Other areas of finance may fall within the responsibility of the Central Bank of the Republic of Türkiye (TCMB), the Capital Markets Board of Türkiye (SPK), the Savings Deposit Insurance Fund (TMSF) and other public authorities.

 

That is why a banking or finance transaction should be examined according to its actual structure rather than simply labelled as a "loan matter" or a "banking matter."

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What Does a Banking and Finance Lawyer Do?

A banking and finance lawyer deals with the legal issues surrounding financial transactions and regulated financial activities.

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Depending on the matter, this may involve:

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• drafting and reviewing loan agreements;

• advising lenders and borrowers;

• negotiating financing terms;

• reviewing guarantees and security;

• structuring secured and unsecured financing;

• conducting legal due diligence;

• advising on banking regulations;

• assisting with financial restructuring;

• advising on fintech and payment services;

• handling banking disputes;

• supporting debt recovery and enforcement;

• advising on cross-border financing;

• assisting with financial-sector M&A; and

• coordinating banking matters with corporate, commercial, real estate, tax or regulatory issues.

 

The work is not simply about producing a contract. The lawyer needs to understand what the financing is intended to accomplish and what could happen if the relationship later becomes difficult.

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Our Banking and Finance Legal Services

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Loan and Credit Transactions

Loan documentation may look straightforward at first, but the important issues are often found in the details.

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We assist with the legal review, drafting and negotiation of financing arrangements such as:

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• corporate loans;

• bilateral facilities;

• syndicated loans;

• working-capital facilities;

• acquisition finance;

• investment finance;

• refinancing;

• revolving credit facilities;

• shareholder and intra-group financing;

• secured lending; and

• unsecured lending.

 

A review may cover interest, repayment, fees, representations, warranties, financial covenants, undertakings, events of default, conditions precedent, security and enforcement rights.

 

For a borrower, the key question may be whether the proposed terms unnecessarily restrict the business. For a lender, the concern may be whether repayment and enforcement rights are adequately protected.

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The legal advice should reflect that difference.

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Financing Agreements and Transaction Documents

Finance transactions commonly involve several documents rather than one agreement.

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Depending on the structure, we may review or assist with:

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• facility agreements;

• loan agreements;

• term sheets;

• commitment letters;

• guarantee agreements;

• pledge agreements;

• security documents;

• indemnities;

• intercreditor agreements;

• subordination arrangements;

• amendment agreements;

• waiver letters; and

• restructuring documentation.

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The aim is not to make documentation complicated for its own sake. It is to make sure that the documents say what the parties have actually agreed and that important risks are dealt with clearly.

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Secured Finance and Security Over Assets

Security can be one of the most important parts of a financing transaction.

 

The appropriate security depends on the transaction, the borrower and the assets involved. It may include security relating to:

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• shares;

• receivables;

• bank accounts;

• movable property;

• intellectual property;

• real estate; or

• other rights and assets capable of being secured under Turkish law.

 

The creation of security is only one part of the analysis. It is also important to consider perfection, registration where applicable, priority and what would happen if enforcement becomes necessary.

 

For example, a financing secured by Turkish real estate may require coordination between finance law, property law, corporate authority and registration requirements.

 

Similarly, a transaction involving shares or receivables can raise different legal questions from a conventional mortgage.

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Guarantees and Pledges

Guarantees can expose shareholders, directors, group companies or other parties to substantial obligations.

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Before signing a guarantee, it is sensible to understand:

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• what debt is actually guaranteed;

• whether future obligations are covered;

• the maximum potential liability;

• when the guarantee can be called;

• how long it remains effective;

• whether there are release provisions;

• what corporate approvals are required; and

• what happens after enforcement.

 

The same careful review is important for pledges and other security arrangements.

 

A document may appear standard, but its commercial consequences can be significant.

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Banking Regulatory Advice

Banks and financial businesses operate within a regulated environment, and regulatory requirements can affect how a business is established and operated.

The BRSA supervises banks as well as a number of other financial-sector entities. Its official information explains that its supervisory framework extends, among other areas, to financial leasing, factoring, financing companies, savings financing companies, asset management companies and certain organisations operating under the bank-card and credit-card framework.

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We advise on Turkish banking and financial regulations where they affect a client's proposed transaction, business model or ongoing activities.

 

Depending on the circumstances, regulatory advice may involve:

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• licensing questions;

• permitted activities;

• corporate structure;

• regulatory approvals;

• compliance obligations;

• financial-sector transactions;

• outsourcing arrangements;

• customer relationships;

• confidentiality;

• reporting requirements; and

• regulatory investigations.

 

Where a business model sits close to the boundary between an ordinary commercial service and a regulated financial activity, obtaining legal advice early can be particularly useful.

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Legal Due Diligence in Finance Transactions

Due diligence allows a lender, investor or other transaction participant to understand what it is actually taking on.

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Depending on the transaction, legal due diligence may examine:

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• corporate authority;

• existing debt;

• guarantees;

• security interests;

• material contracts;

• litigation;

• regulatory licences;

• ownership of important assets;

• financial obligations;

• change-of-control provisions;

• insolvency risks; and

• compliance matters.

 

The scope should be proportionate to the transaction. A modest financing arrangement does not necessarily require the same level of investigation as acquisition finance for a major company.

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Financial Restructuring and Debt Workouts

Financial difficulty does not always mean that enforcement is the only option.

 

In appropriate circumstances, creditors and borrowers may consider restructuring the existing relationship.

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This can involve:

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• extending maturity dates;

• changing repayment schedules;

• restructuring interest;

• providing additional security;

• agreeing covenant waivers;

• refinancing;

• negotiating settlement terms;

• restructuring several facilities together; or

• preparing for enforcement where negotiations fail.

 

Turkish banking legislation includes a specific framework concerning financial-sector debt restructuring, alongside the wider rules governing credit and financial institutions.

 

The BRSA's official legislation resources should be consulted for the current regulatory position because restructuring rules and supervisory decisions can change over time. The Agency's published materials also show that its framework covers credit-related matters and financial-sector restructuring.

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Debt Recovery and Enforcement

When a borrower stops paying, the legal and commercial questions can become very different from those considered when the finance agreement was signed.

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A creditor may need to consider:

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• whether a default has occurred;

• how much is actually due;

• whether a notice is required;

• what security is available;

• whether guarantees can be called;

• where the debtor's assets are located;

• whether court proceedings are necessary;

• whether enforcement proceedings are appropriate;

• whether negotiation remains worthwhile; and

• whether other creditors may affect recovery.

 

Kurucuk & Associates assists clients with banking-related debt recovery, enforcement and related disputes.

 

The objective is not simply to commence proceedings. The better strategy may sometimes be a negotiated settlement, while in other circumstances prompt enforcement may be necessary to protect the creditor's position.

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Banking and Finance Disputes

Financial disputes can arise at almost any stage of a banking relationship.

 

Common examples include disputes concerning:

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• loan repayment;

• interest and fees;

• guarantees;

• security;

• credit facilities;

• account transactions;

• payment services;

• contractual breaches;

• financial restructuring;

• enforcement;

• regulatory compliance; and

• interpretation of financing documents.

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The documents themselves often become central to the dispute. Facility agreements, correspondence, account records, security documents, payment histories and notices may all need to be considered together.

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Where possible, we first assess whether the dispute can be resolved commercially. If litigation, enforcement, arbitration or another formal process is appropriate, the strategy can then be developed around the client's objectives and the available evidence.

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Cross-Border Banking and Finance

Many transactions involving Türkiye have an international dimension.

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For example, a transaction may involve:

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• a Turkish company borrowing from an overseas lender;

• a foreign investor acquiring a Turkish business;

• financing for a Turkish acquisition;

• a foreign parent guaranteeing a Turkish subsidiary;

• security over assets located in Türkiye;

• foreign-law finance documents; or

• multiple lenders and jurisdictions.

 

Cross-border financing requires particular attention to the relationship between contractual arrangements and Turkish mandatory rules.

Issues may include:

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• governing law;

• jurisdiction;

• recognition and enforcement;

• Turkish corporate authority;

• regulatory approvals;

• security over Turkish assets;

• foreign-exchange considerations;

• tax implications; and

• local enforcement.

 

Turkish counsel can therefore have an important role even where the principal financing agreement is governed by another country's law.

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Banking and Finance M&A

Banking and finance issues often become important during an acquisition.

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A buyer may discover that the target company has:

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• outstanding bank facilities;

• guarantees;

• pledged shares;

• mortgages;

• financial covenants;

• change-of-control restrictions;

• mandatory prepayment provisions; or

• other financing obligations.

 

These matters can affect the transaction timetable and sometimes the deal structure itself.

 

Where the target is a regulated financial institution, the regulatory analysis becomes even more important.

 

The BRSA publishes official regulatory material covering the banking sector, including legislation and decisions relating to banking activities and ownership or structural matters.

 

For broader transactions, our banking lawyers can work together with the firm's corporate and M&A lawyers so that the financing and acquisition documents do not operate independently of one another.

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Project Finance and Acquisition Finance

Large projects and acquisitions often require financing structures involving several contracts and participants.

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Project finance may involve:

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• lenders;

• sponsors;

• project companies;

• contractors;

• suppliers;

• insurers;

• government authorities; and

• other commercial counterparties.

 

The legal work may therefore touch on corporate, construction, real estate, energy, insurance, licensing and security issues in addition to the financing documents.

 

Acquisition finance similarly needs to be coordinated with the purchase agreement. Conditions precedent, financing commitments, regulatory approvals and closing arrangements should fit together rather than being negotiated separately.

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Financial Leasing, Factoring and Financing Companies

Not all finance activity takes place through conventional bank loans.

Türkiye has a separate statutory framework for financial leasing, factoring, financing companies and savings financing companies.

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The BRSA's official legislation database expressly identifies Law No. 6361 on Financial Leasing, Factoring, Financing and Savings Financing Companies as part of the applicable regulatory framework.

 

Legal work in this area may concern:

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• financial leasing agreements;

• factoring;

• receivables assignments;

• financing arrangements;

• customer agreements;

• default;

• termination;

• security;

• enforcement; and

• regulatory compliance.

 

The legal consequences can differ considerably depending on the product and the structure used.

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Payment Services and Fintech

The financial sector has changed considerably as technology has become part of everyday payments.

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Payment institutions and electronic money institutions operate under a dedicated regulatory framework. The Central Bank of the Republic of Türkiye states that Law No. 6493 and its secondary legislation regulate payment services, payment institutions and electronic money institutions.

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The Central Bank also publishes official lists of authorised payment institutions and electronic money institutions.

 

A fintech business may therefore need advice on:

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• whether its proposed activity is regulated;

• licensing;

• payment services;

• electronic money;

• customer agreements;

• merchant arrangements;

• outsourcing;

• information systems;

• data;

• compliance;

• reporting; and

• cross-border payment structures.

 

The regulatory classification should be considered before a product is launched, rather than after the business has already built its commercial model around an assumption that turns out to be incorrect.

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Digital Banking and Banking Technology

Digital banking has created new opportunities but also new legal questions.

Türkiye's banking regulatory framework now addresses digital banking and technology-driven financial services. The BRSA's official materials and decisions provide an important source for businesses examining the current regulatory environment.

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A business considering a digital financial product should ask:

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1. What service is actually being provided?

2. Who is legally providing that service?

3. Is an authorisation or licence required?

4. Which authority has regulatory responsibility?

5. What customer agreements are needed?

6. How will financial and personal data be handled?

7. Which third parties will be involved?

8. What compliance obligations will apply?

 

Calling a product a "technology platform" does not necessarily determine its legal classification. The substance of the service matters.

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Capital Markets and Finance

Some financing transactions also involve securities or capital-market activities.

Where a transaction involves securities, investment services, public companies or other regulated capital-market activities, the Capital Markets Board of Türkiye (SPK/CMB) may become relevant.

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The Public Disclosure Platform (KAP) is another important official source. KAP explains that it is the electronic system through which disclosures required under capital-markets and Borsa legislation are submitted and publicly announced.

 

This can be relevant when legal work involves:

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• public companies;

• securities;

• debt instruments;

• investment services;

• public disclosures;

• corporate actions;

• share transactions; or

• other capital-market matters.

 

Banking and capital-markets law can overlap, but they are not interchangeable. The applicable rules depend on the transaction and the parties involved.

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Banking Confidentiality and Financial Information

Confidentiality is a practical issue in almost every banking relationship.

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Questions can arise when information is requested by:

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• customers;

• shareholders;

• group companies;

• auditors;

• courts;

• regulators;

• investigators;

• counterparties; or

• foreign authorities.

 

The legal answer depends on the nature of the information, the person requesting it and the legal basis for disclosure.

 

For regulated financial institutions, confidentiality should therefore be considered alongside regulatory obligations, contractual duties and applicable data-protection requirements.

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Compliance and Financial Crime Issues

Financial businesses must also consider compliance with applicable anti-money-laundering and financial-crime rules.

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Depending on the business and transaction, this may involve:

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• customer identification;

• beneficial ownership;

• transaction monitoring;

• internal compliance procedures;

• record keeping;

• suspicious transaction reporting;

• sanctions-related considerations; and

• regulatory controls.

 

The Turkish Financial Crimes Investigation Board (MASAK) is an important public authority in this area. Businesses operating in regulated financial sectors should consult the official MASAK website and applicable legislation when assessing their obligations.

 

Compliance should reflect the way a business actually operates. A policy that exists only on paper is unlikely to address the practical risks faced by a financial business.

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Consumer and Banking Customer Matters

Banking law is not limited to major corporate transactions.

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Individuals and businesses can also face legal problems involving:

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• bank accounts;

• credit cards;

• consumer loans;

• unauthorised transactions;

• account restrictions;

• fees and charges;

• guarantees;

• repayment disputes; and

• payment transactions.

 

The BRSA's official legislation database includes the Bank Cards and Credit Cards Law No. 5464 and related regulations.

 

The appropriate legal route depends on the particular facts, contractual documents and applicable procedural rules.

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Deposit Protection and TMSF

The Savings Deposit Insurance Fund (TMSF) forms an important part of Türkiye's banking framework.

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Its role can become relevant in matters involving deposit and participation funds and certain bank-resolution processes.

 

Clients dealing with a bank-related issue may therefore need to understand not only the relationship between themselves and the bank but also the role of the relevant regulatory and institutional bodies.

 

The official TMSF website provides information on the Fund and its statutory functions.

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Key Turkish Authorities for Banking and Finance

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Banking Regulation and Supervision Agency — BDDK / BRSA

The BRSA is one of the principal authorities in Turkish banking regulation and supervision.

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Its official resources provide access to current legislation, regulatory decisions and information concerning banks and other financial institutions.

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Central Bank of the Republic of Türkiye — TCMB

The Central Bank has important responsibilities in payments, payment systems and related financial infrastructure.

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Its official payment-services resources provide information about payment institutions, electronic money institutions, payment systems and the applicable regulatory framework.

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Capital Markets Board — SPK

The Capital Markets Board is relevant to securities and regulated capital-market activities.

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Its official website provides access to capital-markets legislation, regulatory information and public resources.

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Public Disclosure Platform — KAP

KAP provides access to corporate and capital-market disclosures submitted under the relevant Turkish legislation. Its official description confirms that the system operates as an electronic disclosure and public-announcement platform.

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Savings Deposit Insurance Fund — TMSF

TMSF plays a statutory role in deposit and participation-fund insurance and certain resolution-related matters.

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Financial Crimes Investigation Board — MASAK

MASAK is relevant to anti-money-laundering and financial-crime compliance.

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These institutions do different jobs. Identifying the correct authority is often one of the first steps in understanding a financial-law problem.

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Why Istanbul Is Important for Banking and Finance

Istanbul is at the centre of much of Türkiye's commercial and financial activity.

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Banks, investment businesses, corporate groups, fintech companies, investors and international businesses maintain significant operations in the city. Istanbul is also home to the Istanbul Financial Center, where a number of important financial institutions and regulatory bodies are located.

 

The BRSA itself states that it moved its operations to the Istanbul Financial Center in 2024.

 

For businesses operating in Istanbul, banking and finance issues can therefore arise alongside corporate transactions, investment, M&A, commercial contracts, real estate and international business.

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A Practical Approach to Banking and Finance Matters

Financial transactions can become unnecessarily complicated when legal advice begins too late.

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Our approach is to understand the transaction before focusing on individual clauses.

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Understanding the Commercial Objective

We first consider what the client is trying to achieve.

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Is the client raising finance? Lending money? Refinancing existing debt? Acquiring a company? Protecting an investment? Recovering a debt? Launching a financial product?

 

The answer shapes the legal work.

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Identifying the Rules That Actually Apply

Not every financial transaction is regulated in the same way.

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We consider the relevant legislation, regulatory framework, licences, approvals and contractual requirements.

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Reviewing the Risk

We identify provisions that could have meaningful consequences, including:

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• default provisions;

• guarantees;

• security;

• financial covenants;

• termination rights;

• change-of-control provisions;

• mandatory repayment;

• indemnities; and

• enforcement mechanisms.

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Coordinating Related Areas of Law

Banking matters often overlap with other areas.

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A transaction may also require input on:

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• corporate law;

• M&A;

• commercial contracts;

• real estate;

• tax;

• competition;

• insolvency;

• technology;

• data protection;

• insurance; or

• dispute resolution.

 

Looking at these issues together can produce a much clearer picture of the transaction.

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Thinking About What Happens if Things Go Wrong

A finance agreement should not be examined only from the perspective of successful repayment.

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It is also worth asking what happens if:

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• a payment is missed;

• a covenant is breached;

• security becomes necessary;

• the borrower needs restructuring;

• ownership changes;

• a dispute arises; or

• the parties disagree about the meaning of the contract.

 

That forward-looking approach can be valuable for both lenders and borrowers.

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Who We Advise

Kurucuk & Associates works with clients including:

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• Turkish companies;

• international businesses;

• banks;

• financial institutions;

• fintech companies;

• lenders;

• borrowers;

• investors;

• shareholders;

• corporate groups;

• entrepreneurs; and

• parties involved in banking and financial disputes.

 

The advice is tailored to the client's position. A lender and a borrower may be negotiating the same document but have very different concerns.

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Working With International Lawyers

International finance transactions often involve lawyers in several jurisdictions.

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A foreign law firm may handle the main financing agreement while Turkish counsel addresses matters such as:

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• Turkish corporate authority;

• Turkish regulatory requirements;

• security over Turkish assets;

• Turkish enforcement;

• local filings;

• Turkish litigation; and

• other mandatory Turkish-law matters.

 

Kurucuk & Associates can work with international counsel where a transaction has both Turkish and foreign-law components.

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This can be especially important where the transaction involves a foreign lender, Turkish borrower, international acquisition or assets located in Türkiye.

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When Should You Speak to a Banking and Finance Lawyer?

Legal advice can be useful before a financing transaction is signed, not only after a dispute develops.

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You may want Turkish banking and finance advice when you are:

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• negotiating a substantial loan;

• borrowing from a Turkish or foreign lender;

• providing a guarantee;

• taking security over Turkish assets;

• refinancing existing debt;

• acquiring a company with bank financing;

• restructuring financial obligations;

• pursuing recovery of a financial debt;

• developing a fintech or payment product;

• considering digital banking;

• entering into cross-border finance;

• dealing with a financial-sector regulator; or

• facing a banking dispute.

 

Early advice can sometimes identify a relatively small issue before it becomes an expensive one.

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Frequently Asked Questions

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What does a banking and finance lawyer in Istanbul handle?

A banking and finance lawyer may advise on loans, financing agreements, security, guarantees, regulatory compliance, restructuring, debt recovery, financial disputes, fintech, payment services and cross-border finance.

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What is the main banking legislation in Türkiye?

The Banking Law No. 5411 is a principal statute governing the Turkish banking sector. It operates alongside extensive secondary legislation and other laws addressing particular financial activities. The BRSA publishes the relevant legislation through its official resources.

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Does Turkish banking law apply to foreign lenders?

It may, depending on the transaction structure, the activities undertaken in Türkiye, the Turkish entities or assets involved and the applicable regulatory requirements. Cross-border financing should therefore be reviewed on its specific facts.

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Can a lawyer review a Turkish loan agreement?

Yes. Legal review can cover the commercial and legal obligations, representations, covenants, default provisions, security, guarantees, repayment terms, governing law and enforcement mechanisms.

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Can banking lawyers advise borrowers as well as lenders?

Yes. Both lenders and borrowers can require legal advice. Their interests are often different, so the review should be carried out from the client's particular position.

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Can a banking lawyer help with debt recovery?

Yes. Depending on the circumstances, assistance may include negotiation, restructuring, enforcement, litigation and other appropriate recovery strategies.

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Are payment services separately regulated in Türkiye?

Yes. Payment services and electronic money activities are governed by a specific regulatory framework under Law No. 6493 and related secondary legislation. The Central Bank publishes current information concerning authorised payment and electronic money institutions.

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Is fintech regulated in Türkiye?

Some fintech activities are regulated depending on the nature of the service. Payment services, electronic money and other financial activities may require authorisation or compliance with sector-specific rules. The exact legal position depends on the business model.

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Can you assist with cross-border financing?

Yes. We can advise on Turkish-law aspects of cross-border financing and coordinate with foreign lawyers dealing with the other applicable jurisdiction.

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Do banking matters overlap with M&A?

Frequently. Existing loans, guarantees, security, financial covenants and change-of-control provisions can all affect an acquisition. Where necessary, banking and M&A issues should be considered together.

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What authority supervises Turkish banks?

The Banking Regulation and Supervision Agency (BDDK/BRSA) is the principal banking supervisory authority. Its official materials describe its responsibilities under the Banking Law and related legislation.

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Where can I check Turkish banking legislation?

The BRSA maintains an official legislation database containing the principal banking and financial-sector legislation and related regulatory material.

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Banking and Finance Law With a Commercial Perspective

Banking and finance law can look highly technical from the outside, but the underlying questions are often straightforward:

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Who is providing the money?

Who is receiving it?

What are they promising to do?

What security exists?

What regulations apply?

And what happens if the arrangement does not go according to plan?

 

Good legal advice connects those questions.

 

Kurucuk & Associates advises Turkish and international clients on banking and finance matters in Istanbul, including financing transactions, regulatory issues, secured lending, guarantees, financial restructuring, debt recovery, fintech and payment services, cross-border finance and banking disputes.

 

Where a matter also involves corporate transactions, M&A, commercial contracts, real estate, tax, technology or dispute resolution, the relevant issues can be considered together rather than in isolation.