International Commercial Lawyer in Istanbul, Turkey

What Is International Commercial Law?

International commercial law deals with business activities that have a connection with more than one country.

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That connection may be obvious—for example, a Turkish manufacturer selling products to a company in Germany. But it can also be less obvious. A Turkish company may use software licensed from the United States, employ foreign personnel, receive financing from an overseas lender or have an agreement providing for arbitration in another country.

 

A commercial relationship can therefore involve several legal systems without the parties initially realizing how much this matters.

 

An international commercial lawyer may be asked to consider:

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• which law governs the agreement;

• where a dispute can be brought;

• whether arbitration is preferable to court proceedings;

• whether a foreign company should establish a Turkish subsidiary or branch;

• whether a transaction requires regulatory approval;

• whether Turkish competition law applies;

• how intellectual property will be owned and licensed;

• whether personal data can be transferred across borders;

• how imported goods will be treated under customs rules;

• how payment and security arrangements should be structured;

• whether a foreign judgment or arbitral award can be enforced in Türkiye; and

• what happens if the commercial relationship ends unexpectedly.

 

These questions are much easier to address before a contract is signed than after a disagreement has already developed.

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International Commercial Law Services in Türkiye

International businesses do not all need the same legal assistance. Some need help entering Türkiye for the first time. Others already have an established Turkish operation and need continuing advice on contracts, corporate governance, compliance or disputes.

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Kurucuk & Associates assists with a broad range of commercial matters, including the following.

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International Commercial Contracts

A well-drafted commercial contract should do more than describe what each party promises to do. It should also anticipate what could go wrong.

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Depending on the transaction, we review, draft and negotiate:

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• international sale and purchase agreements;

• supply agreements;

• distribution agreements;

• agency agreements;

• franchise agreements;

• manufacturing agreements;

• service agreements;

• technology agreements;

• software and licensing agreements;

• shareholder agreements;

• joint venture agreements;

• confidentiality agreements;

• outsourcing agreements;

• transportation and logistics agreements;

• construction and project agreements; and

• settlement agreements.

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Particular attention may be given to governing law, jurisdiction, arbitration, payment, delivery, warranties, indemnities, liability, insurance, confidentiality, intellectual property, termination and dispute resolution.

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For a cross-border agreement, seemingly small drafting choices can have significant consequences. A provision that works well under Turkish law may operate differently under the law of another country.

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International Sales and Supply Agreements

International trade often involves much more than a buyer and seller exchanging invoices.

Goods may be manufactured in one country, sold by a company in another, shipped through Türkiye and ultimately delivered to a customer somewhere else. Each stage can create legal and commercial questions.

A sales or supply agreement may need to deal with:

• delivery obligations;

• Incoterms®;

• transfer of risk;

• ownership;

• transportation;

• insurance;

• customs responsibilities;

• inspection and acceptance;

• product conformity;

• payment security;

• currency;

• delays;

• defective products;

• warranties;

• liability;

• termination; and

• dispute resolution.

Businesses involved in importing or exporting should also consider the information published by the Turkish Ministry of Trade and its official customs and foreign trade resources.

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The commercial contract and customs arrangements should ideally tell the same story. A mismatch between the two can create avoidable problems.

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Distribution and Agency Arrangements

Foreign manufacturers and brands often use Turkish distributors, agents or other commercial partners to enter the local market.

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Before entering such an arrangement, it is worth being clear about what the Turkish partner will actually do and what rights that partner will receive.

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A distribution or agency agreement may address:

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• territory;

• exclusivity;

• sales targets;

• minimum purchases;

• pricing;

• marketing;

• customer relationships;

• after-sales services;

• intellectual property;

• confidentiality;

• competition-law restrictions;

• termination;

• post-termination obligations; and

• dispute resolution.

 

The distinction between different types of commercial intermediaries can matter under Turkish law. The agreement should therefore reflect the actual relationship rather than relying on a generic template prepared for another country.

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Joint Ventures and Strategic Partnerships

A Turkish joint venture can provide an effective way for international businesses to combine capital, technology, market access or local expertise.

 

But a successful joint venture depends on more than agreeing on ownership percentages.

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The parties may need to settle:

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• capital contributions;

• management rights;

• board representation;

• voting;

• reserved matters;

• transfer restrictions;

• financing;

• intellectual property;

• confidentiality;

• non-compete arrangements;

• dividend policy;

• deadlock;

• exit rights; and

• dispute resolution.

 

The official Turkish investment guidance explains that international investors may establish the company forms provided under the Turkish Commercial Code and are generally subject to the same establishment and share-transfer conditions as local investors.

 

The right structure, however, depends on the particular project.

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Mergers and Acquisitions

An international acquisition involving a Turkish company can bring several areas of law together.

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Legal due diligence may cover:

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• corporate ownership;

• shareholder rights;

• material contracts;

• employment;

• intellectual property;

• real estate;

• licences and permits;

• litigation;

• regulatory compliance;

• data protection;

• competition law; and

• existing liabilities.

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The transaction documents may then include a share purchase agreement, disclosure materials, shareholders' arrangements, employment documents, transitional arrangements and other closing documents.

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Competition law can also become relevant. The Turkish Competition Authority publishes information concerning Turkish competition legislation, enforcement and merger-control practice.

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For an international acquisition, it is sensible to examine competition and regulatory issues early rather than discovering a potential approval requirement shortly before closing.

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Entering the Turkish Market

For a foreign business, the first major legal question is often structural:

How should the business operate in Türkiye?

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Depending on the circumstances, the options may include establishing a Turkish company, opening a branch or establishing a liaison office where the applicable conditions are satisfied.

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The Investment Office's official business-establishment guidance explains that international investors may establish company forms recognized by the Turkish Commercial Code and describes the establishment framework. It also explains that liaison offices are not permitted to conduct commercial activities in Türkiye.

 

The choice of structure can affect:

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• liability;

• management;

• taxation;

• regulatory obligations;

• employment;

• financing;

• intellectual property;

• reporting;

• profit distribution; and

• future restructuring or sale.

 

For that reason, company formation should be considered as part of the wider business plan, rather than as a stand-alone administrative exercise.

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Turkish Company Formation for International Investors

Foreign investors may establish Turkish companies in accordance with the Turkish legal framework.

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The most commonly encountered structures include:

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• joint stock companies (Anonim Şirket);

• limited liability companies (Limited Şirket);

• branches; and

• liaison offices, where the relevant conditions are met.

 

The Investment Office's Investment Guide provides current official information about company establishment, foreign-investor treatment and documentation.

 

Foreign documents may also need to be notarized, apostilled or otherwise authenticated and translated into Turkish before they can be used in Türkiye. The precise requirements depend on the document and its country of origin.

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Corporate Governance After Incorporation

Establishing a Turkish company is only the beginning.

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International shareholders may need continuing advice concerning:

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• general assembly meetings;

• board resolutions;

• representation and signing authority;

• share transfers;

• capital increases;

• shareholder rights;

• corporate records;

• related-party arrangements;

• management responsibilities; and

• corporate restructuring.

 

A Turkish subsidiary should also be managed in a way that is consistent with the group's wider corporate structure while respecting mandatory Turkish requirements.

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International Trade and Customs

Türkiye's position between Europe, Asia and other major markets makes cross-border trade an important part of many businesses.

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International trade arrangements may involve:

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• importation;

• exportation;

• customs classification;

• customs value;

• country of origin;

• customs duties;

• VAT and other taxes;

• certificates;

• product regulations;

• import licenses;

• export controls;

• trade restrictions; and

• contractual allocation of customs responsibilities.

 

The Turkish Ministry of Trade provides official information on customs, imports, exports, foreign trade and related procedures.

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Businesses should also review the Ministry's customs procedures and guidance when planning a transaction involving goods crossing the Turkish border.

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Why Customs Should Be Considered During Contract Negotiations

Customs is sometimes treated as something that happens after a commercial agreement has been signed.

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That can be a mistake.

 

The contract may determine who is responsible for:

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• customs clearance;

• duties;

• documentation;

• transportation;

• insurance;

• inspections;

• delays; and

• regulatory compliance.

 

Those provisions should be consistent with the actual logistics of the transaction.

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Competition Law and International Business

Competition law can affect ordinary commercial arrangements as well as large corporate transactions.

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Businesses should consider Turkish competition rules when dealing with:

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• exclusive distribution;

• resale restrictions;

• territorial arrangements;

• pricing practices;

• non-compete provisions;

• information exchange;

• joint ventures;

• dominant-market positions;

• technology licensing; and

• mergers and acquisitions.

 

The Turkish Competition Authority is the official authority responsible for administering Türkiye's competition framework.

 

For an international business, competition analysis should not necessarily stop at the law of the company's home country. Conduct involving the Turkish market may also raise issues under Turkish competition law.

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Intellectual Property in Cross-Border Transactions

Intellectual property is often at the heart of international business.

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A company may be bringing a brand, technology, software, design, patent, manufacturing process or other know-how into Türkiye. The legal arrangements should make it clear who owns those rights and who is permitted to use them.

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Commercial legal work may involve:

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• trademarks;

• patents;

• copyright;

• industrial designs;

• software;

• trade secrets;

• know-how;

• licensing;

• franchising;

• technology transfers; and

• enforcement.

 

The Turkish Patent and Trademark Office (TÜRKPATENT) is the official source for information concerning Turkish industrial property registration and related procedures.

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International Technology and Licensing Agreements

Technology transactions can become complicated because several legal issues may overlap.

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A technology license may involve:

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• intellectual property ownership;

• permitted use;

• territory;

• sublicensing;

• confidentiality;

• source code;

• software updates;

• technical support;

• data protection;

• cybersecurity;

• competition law; and

• termination.

 

A good agreement should answer practical questions before the parties need to ask them in the middle of a dispute.

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Data Protection in International Commercial Transactions

Data increasingly moves with the business.

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An international company operating in Türkiye may process information about customers, employees, suppliers, users or business partners. Turkish data-protection law may therefore become relevant even where the company's headquarters are outside Türkiye.

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The principal legislation is Law No. 6698 on the Protection of Personal Data. The official Personal Data Protection Authority (KVKK) publishes the legislation, guidance and regulatory information.

 

The Authority's official English translation confirms that Law No. 6698 establishes principles, obligations and procedures concerning the processing of personal data.

 

Cross-border commercial arrangements may require consideration of:

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• data-processing responsibilities;

• privacy notices;

• employee data;

• customer information;

• vendor arrangements;

• cloud services;

• international data transfers;

• data security;

• retention;

• data-subject rights; and

• contractual data-protection provisions.

 

Data protection should ideally be addressed while the commercial arrangement is being designed, not added as an afterthought.

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Employment Issues for International Businesses

A foreign company's Turkish operation will often need employees, managers, consultants or expatriate personnel.

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Commercial expansion can therefore involve Turkish employment law as well as immigration and work-permit requirements.

 

Legal assistance may include:

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• employment contracts;

• executive agreements;

• HR policies;

• confidentiality;

• intellectual property created during employment;

• restrictive covenants;

• disciplinary matters;

• termination;

• severance;

• workplace disputes; and

• employment compliance.

 

The structure should reflect the real relationship between the Turkish business and its personnel.

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Banking, Finance and Cross-Border Payments

Commercial transactions often depend on reliable payment arrangements.

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Depending on the transaction, legal advice may concern:

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• financing agreements;

• guarantees;

• security arrangements;

• letters of credit;

• receivables;

• payment terms;

• foreign currency;

• financial covenants;

• payment services; and

• fintech arrangements.

 

The Central Bank of the Republic of Türkiye publishes official information concerning payment systems and payment services in Türkiye.

 

Where a transaction involves payment services or electronic money, the regulatory framework should be examined alongside the commercial contract.

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Tax and Customs Issues

International businesses also need to understand the tax consequences of their commercial arrangements.

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Depending on the transaction, this may involve:

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• corporate tax;

• VAT;

• withholding;

• customs duties;

• transfer pricing;

• permanent-establishment issues;

• double-taxation treaties;

• cross-border payments; and

• tax reporting.

 

The Turkish Revenue Administration provides official tax information and guidance.

 

Legal and tax planning should generally be coordinated. A commercial agreement can allocate costs, payments, liabilities and responsibilities in ways that have tax consequences.

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Maritime, Logistics and Transportation

International commerce and Türkiye's geographical position naturally bring shipping and transportation into many commercial transactions.

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Businesses may require legal assistance with:

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• carriage of goods;

• shipping agreements;

• charter arrangements;

• shipbuilding;

• marine insurance;

• cargo claims;

• logistics;

• freight forwarding; and

• maritime disputes.

 

The contractual terms should be reviewed together with the applicable Turkish legislation and relevant international conventions.

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International Commercial Dispute Resolution

Not every commercial relationship ends smoothly.

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A dispute may arise over unpaid invoices, defective goods, delayed delivery, termination, intellectual property, shareholder rights, distribution arrangements or a breach of contract.

 

When that happens, the first question is often not simply who is right.

 

It is:

 

Where should the dispute be resolved, and what procedure gives the client the most realistic path to a useful outcome?

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Negotiation

Commercial negotiations can sometimes resolve a dispute without formal proceedings.

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This may be particularly valuable where the parties still want to work together after the immediate disagreement is resolved.

 

A settlement can also address commercial issues that a court or arbitral tribunal may not be able to solve as flexibly.

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Mediation

Mediation provides another route for resolving commercial disputes.

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The Ministry of Justice Department of Mediation provides official information concerning Türkiye's mediation framework.

 

Mediation can be especially useful where preserving the underlying business relationship is important.

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International Arbitration

International arbitration is often selected in cross-border contracts because businesses may prefer a neutral forum and a structured procedure.

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An arbitration clause can determine:

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• the arbitral institution;

• seat of arbitration;

• governing law;

• language;

• number of arbitrators;

• appointment procedures;

• interim relief; and

• enforcement.

 

The arbitration clause should therefore be drafted specifically for the transaction rather than copied mechanically from another agreement.

 

For information concerning international arbitration in Türkiye, businesses may also consult the Istanbul Arbitration Centre (ISTAC).

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Turkish Court Proceedings

Some disputes are more appropriately handled before Turkish courts.

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The appropriate forum depends on the contract, applicable law, jurisdictional rules and circumstances of the dispute.

 

A cross-border court dispute may involve questions concerning:

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• jurisdiction;

• interim measures;

• evidence;

• contractual claims;

• damages;

• enforcement;

• recognition of foreign decisions; and

• appeal procedures.

 

A Turkish lawyer can assess the procedural route before the client commits to litigation strategy.

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Recognition and Enforcement of Foreign Judgments and Arbitral Awards

A judgment or arbitral award obtained in another country may still need to be recognized or enforced in Türkiye.

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This can become particularly important when the losing party has assets, accounts, shares or other property in Türkiye.

 

The applicable procedure may depend on:

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• the country where the decision was issued;

• the type of decision;

• applicable treaties;

• jurisdiction;

• procedural fairness;

• finality;

• public policy; and

• Turkish procedural requirements.

 

For that reason, enforcement should ideally be considered when the dispute-resolution clause is drafted, rather than only after a dispute has been won abroad.

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International Commercial Law for Foreign Investors in Istanbul

Istanbul is home to businesses ranging from small international ventures to multinational groups.

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A foreign company may establish operations in Istanbul for:

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• regional management;

• technology;

• manufacturing;

• trade;

• logistics;

• finance;

• retail;

• professional services;

• real estate;

• tourism; or

• other commercial activities.

 

The legal needs of each business will be different.

 

A technology company may be more concerned with software licensing, intellectual property and data protection. A manufacturer may need assistance with supply contracts, customs, employment and product compliance. A financial business may face licensing and regulatory questions. An investor acquiring an existing Turkish company may require extensive corporate, competition and contractual due diligence.

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There is no single legal checklist that works for every international business.

 

The useful approach is to start with the commercial objective and then identify the legal issues that genuinely affect it.

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Sector-Specific International Commercial Advice

International businesses operating in Türkiye may encounter sector-specific legislation and regulators.

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Commercial legal advice may therefore overlap with:

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• banking and finance;

• fintech;

• technology;

• artificial intelligence;

• telecommunications;

• pharmaceuticals;

• insurance;

• energy;

• mining;

• construction;

• real estate;

• aviation;

• maritime;

• transportation;

• logistics;

• media and entertainment;

• retail;

• manufacturing; and

• public procurement.

 

For example, a business operating in the financial sector may need to consider the Banking Regulation and Supervision Agency (BDDK), while capital-market activities may involve the Capital Markets Board of Türkiye (SPK).

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Businesses involved in energy and mining can consult the Energy Market Regulatory Authority (EPDK), while telecommunications businesses may need to consider the Information and Communication Technologies Authority (BTK).

 

For pharmaceutical and medical-product businesses, the Turkish Medicines and Medical Devices Agency (TİTCK) is an important official regulatory source.

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The relevant regulator will depend on the business activity and the particular transaction.

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How We Handle International Commercial Matters

Good commercial legal advice should make a business decision clearer, not bury it under unnecessary legal language.

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At Kurucuk & Associates, our approach is generally built around several practical questions.

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First, What Is the Business Trying to Achieve?

Before looking at individual clauses, it is important to understand the commercial objective.

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Is the client entering Türkiye? Acquiring a Turkish company? Looking for a distributor? Protecting technology? Restructuring a joint venture? Recovering money? Or trying to resolve an existing dispute?

 

The legal strategy should follow the business objective.

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Then, Which Laws Actually Matter?

Not every law is relevant to every transaction.

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We identify the Turkish legislation, regulatory requirements, contractual rules and international considerations that actually affect the client's situation.

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What Could Go Wrong?

Legal risk is not always the same as commercial risk.

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A clause may technically create a legal issue but have little practical impact. Another apparently ordinary provision may create a serious financial or operational problem.

 

The focus should therefore be on identifying the risks that matter.

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Can the Problem Be Prevented?

Whenever possible, prevention is preferable to litigation.

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This may mean restructuring the transaction, changing a contractual clause, obtaining an approval, clarifying ownership or establishing a better dispute-resolution mechanism before the parties proceed.

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If There Is a Dispute, What Is the Practical Route?

Where a dispute already exists, the objective is to understand the available options and their likely consequences.

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Depending on the circumstances, this may involve negotiation, mediation, arbitration or court proceedings.

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Why Local Turkish Commercial Advice Matters

International businesses sometimes assume that their existing foreign contract or corporate structure can simply be transferred to Türkiye.

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That does not always work.

 

Turkish mandatory rules may apply even when the parties are based abroad. A contract prepared for another jurisdiction may use concepts that do not translate neatly into Turkish law. A corporate structure may create regulatory or tax consequences that were not anticipated. A dispute-resolution clause may look acceptable until enforcement becomes necessary.

 

Local legal advice can help identify these issues before they become expensive.

 

At the same time, international commercial work requires an understanding of the client's wider transaction. Turkish legal advice should fit into the broader cross-border strategy rather than operate in isolation.

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Official Turkish Legal and Regulatory Resources

Businesses researching a commercial matter in Türkiye may find the following official sources useful:

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• Grand National Assembly of Türkiye – Legislation

• Turkish Commercial Code – Law No. 6102

• Investment and Finance Office of the Presidency of the Republic of Türkiye

• Investment Guide – Establishing a Business

• Ministry of Trade of the Republic of Türkiye

• Turkish Customs and Foreign Trade

• Turkish Competition Authority

• Turkish Patent and Trademark Office

• Personal Data Protection Authority

• Central Bank of the Republic of Türkiye

• Turkish Revenue Administration

• Ministry of Justice – Mediation Department

• Istanbul Arbitration Centre

• Banking Regulation and Supervision Agency

• Capital Markets Board of Türkiye

• Energy Market Regulatory Authority

• Information and Communication Technologies Authority

• Turkish Medicines and Medical Devices Agency

 

These sources can help businesses verify legislation, procedures and regulatory information directly with the relevant Turkish authorities.

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Frequently Asked Questions

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What does an international commercial lawyer in Istanbul do?

An international commercial lawyer assists businesses and investors with transactions and disputes involving Türkiye and other countries. The work can include contracts, company structures, international trade, M&A, distribution, intellectual property, regulatory compliance, competition law and dispute resolution.

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Can a foreign company do business in Türkiye?

Yes. International investors can establish businesses in Türkiye subject to the applicable legal and regulatory framework. The official Investment Office guidance provides information about company establishment and foreign investment.

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Does a foreign company have to establish a Turkish company?

Not necessarily. Depending on the intended activity, a foreign business may consider a Turkish subsidiary, branch or, where permitted, a liaison office. The appropriate structure depends on the nature of the business and the activities to be conducted in Türkiye.

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What commercial contracts can a Turkish international commercial lawyer handle?

International commercial lawyers can assist with supply, distribution, agency, manufacturing, service, licensing, technology, franchise, shareholder, joint venture, transportation, construction and other business agreements.

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Can Turkish law apply to a contract between foreign companies?

It can, depending on the contractual arrangements, applicable private international law rules and mandatory Turkish provisions. The governing-law and jurisdiction provisions should therefore be considered carefully.

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Can international commercial disputes be arbitrated in Türkiye?

Yes. Where the parties have a valid arbitration agreement and the dispute is arbitrable, international arbitration may be available. The parties should carefully consider the seat, institution, governing law, language and enforcement implications.

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Can a foreign arbitral award be enforced in Türkiye?

A foreign arbitral award may potentially be recognized and enforced in Türkiye subject to the applicable legal requirements and international conventions. Enforcement strategy should ideally be considered when drafting the original arbitration clause.

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Does Turkish competition law apply to international businesses?

It may. International businesses can be subject to Turkish competition rules where their activities fall within the scope of Turkish competition legislation. Merger-control and restrictive-practice issues should be assessed based on the particular transaction.

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Does Turkish data-protection law apply to foreign companies?

It can, depending on the company's activities and processing of personal data. Law No. 6698 establishes the Turkish framework for the protection and processing of personal data, and the Personal Data Protection Authority publishes the relevant legislation and guidance.

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Should an international contract be reviewed by a Turkish lawyer?

Where the contract has a substantial connection with Türkiye, Turkish legal review can help identify mandatory rules, regulatory requirements, enforcement issues and other matters that may not be apparent from the law of another jurisdiction.

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Can an Istanbul law firm work with a client's foreign lawyers?

Yes. Cross-border matters often require lawyers from several jurisdictions. Turkish counsel can address Turkish law and local procedures while coordinating with lawyers responsible for the laws of other countries.

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International Commercial Law in Türkiye: Start With the Business, Not the Boilerplate

International business relationships can become complicated very quickly. A contract may involve several countries, a corporate structure may have regulatory consequences, and a dispute may need to be resolved in a jurisdiction different from where the business relationship began.

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The best time to identify those issues is usually before the transaction becomes difficult.

 

Kurucuk & Associates advises businesses and investors on international commercial matters involving Türkiye, including commercial contracts, corporate structures, international trade, joint ventures, M&A, intellectual property, competition, regulatory compliance and commercial disputes.

 

Our Istanbul-based team works with Turkish and international clients on matters where Turkish law intersects with international business.

 

The objective is straightforward: understand the commercial goal, identify the legal issues that genuinely matter, explain the available options clearly and help the client move forward with a structure that makes commercial sense.