Banking and Finance Law
in Turkey

01 / Banking Relationships

Banking and Finance Law in Turkey

A banking matter may begin with an account application, a business loan or a payment that has not reached its recipient. The first legal question is what relationship exists: who holds the account, who owes the debt and which institution controls the next step.

Legal Istanbul advises businesses and foreign individuals on banking documents, financing arrangements and disputes in Turkey. Advice connects the proposed transaction with the records needed to support it, the obligations being accepted and the available response if something goes wrong.

The framework includes Banking Law No. 5411, payment-services legislation, capital-markets rules and anti-money-laundering duties. Contract, security and procedural law also matter. The BDDK banking regulations include separate rules on credit, confidential information and electronic banking. A bank's internal approval is not a legal opinion on every part of the transaction.

02 / Scope Of Advice

Legal Support for Accounts, Finance and Disputes

The engagement identifies the client, transaction and documents covered. Acting for a borrower does not automatically mean acting for its shareholders, directors or personal guarantors, whose interests may differ.

Legal advice does not supply credit, recommend an investment portfolio or replace accounting and tax calculations. Any work involving another country's law needs an agreed allocation with appropriate local advisers.

03 / Checking The Institution

Different Providers Have Different Permissions

Check the legal entity behind a brand and the particular service offered. A licence for one activity does not establish permission for every financial product.

The CBRT's current overview confirms its payment-services supervisory role. Deposit banks, participation banks, development and investment banks, leasing companies and factoring businesses should not be treated as interchangeable providers.

04 / Opening And Operating

Accounts for Foreign Individuals and Companies

Prepare the application for the correct account holder. An individual's account and a company's operating account serve different purposes. A shareholder's personal access does not establish authority to operate the company's account.

Ask the bank which identity, address, tax and company records it requires for the proposed relationship. Explain the business activity, expected countries of payment and who will give instructions. Foreign company documents may need translation or certification; confirm the required form before arranging them.

A tax number or a prepared document file does not guarantee acceptance. Remote opening and use of a power of attorney depend on the applicable process, the institution and the proposed authority. Our account-opening guide explains practical preparation.

For an existing account, review payment permissions, limits and the handover when a director leaves. Keep approved signatories and contact details current, with a clear internal record of who may authorise payments.

05 / Identity And Ownership

Customer Identification and Source of Funds

Know-your-customer checks concern more than a passport copy. Banks may need to understand the persons acting for the customer, the people who ultimately own or control a company and whether transactions fit the stated activity. The MASAK preventive-measures guidance explains these separate checks.

Source of funds means the origin of the money used in the transaction. A statement showing a balance may need supporting records, such as salary documents, a sale agreement, inheritance documents or company accounts. Explain changes of account holder and any third-party payment.

Keep answers accurate and consistent with the underlying records. Identify missing evidence openly. MASAK's reporting guidance does not make suspicion reporting dependent on a minimum amount. A small payment is therefore not exempt from review simply because of its size.

06 / Explaining The Payment

Cross-Border Transfers and Payment Records

Start with the legal reason for the payment: an invoice, capital contribution, loan, refund or distribution. The beneficiary, contract and payment reference should describe the same transaction. Different purposes can require different bank and tax records.

Before sending a substantial payment, confirm the beneficiary details through a trusted channel and ask the receiving institution about the supporting documents. Keep transfer confirmations and the underlying agreement together. A payment instruction alone does not prove that cleared funds reached the intended recipient.

For delays, establish whether the money remains with the sending bank, an intermediary or the receiving institution. Request a trace and preserve correspondence. Currency conversion, charges and a possible return of funds should be addressed in the commercial agreement.

The CBRT foreign-exchange circulars must be checked for the transaction category. There is no single monetary figure on this page that establishes automatic clearance or a guaranteed processing time.

07 / Reading The Commitment

Loan Agreements and Business Financing

A financing review should cover the full document set, including general credit terms, schedules, security documents and later amendments. A term sheet may leave important conditions to the final agreement.

Identify the amount available, conditions for drawing funds, repayment dates, interest calculation and charges. Explain any right to cancel an unused facility or require early repayment. For a variable rate, check the reference rate, adjustment method and what happens if that reference becomes unavailable.

Business promises within the contract also need attention. These may concern financial reporting, further borrowing, ownership changes or asset sales. A default under another agreement may affect the facility if the documents say so. Prepare a practical list of duties, responsible staff and reporting dates.

The commercial decision remains with the client. Legal review can clarify exposure and negotiation points, but cannot establish that future trading income will cover repayments.

08 / Borrowing Across Borders

Foreign-Currency Loans and Shareholder Funding

Holding foreign currency is different from being eligible to borrow in it. Under the CBRT Capital Movements Circular, residence, borrower category, foreign-currency income, existing credit and specific exceptions affect the analysis. Foreign ownership alone does not settle eligibility.

For funding from an overseas shareholder, first establish whether the money is equity or debt. A loan requires a review of its terms and the applicable borrowing, bank-intermediation and reporting requirements. Calling a transfer an advance does not resolve its legal treatment.

Coordinate the legal review with accounting and tax advice on interest, withholding and related-party dealings. Keep the borrowing assessment separate from an exchange-rate forecast. A legally available foreign-currency facility can still create a repayment mismatch where the business earns mainly Turkish lira.

09 / Assets And Personal Exposure

Mortgages, Pledges and Personal Surety

Identify who provides security and which obligations it covers. A mortgage over property, a pledge over an asset and a personal promise to answer for a debt create different risks. Check ownership, prior rights, required formalities and how the security will be released after repayment.

Personal surety requires particular care. Articles 583 and 584 of the Code of Obligations address form, maximum liability, handwritten statements and spousal consent, with statutory exceptions. Neither a standard signature page nor a general statement that all business sureties need spousal consent is sufficient analysis.

Read the actual undertaking before classifying it as a guarantee or surety. Clarify whether it covers future debt, amendments and enforcement expenses. A director should understand when they sign for the company and when a separate signature exposes their own assets.

10 / Supporting Business Transactions

Letters of Credit, Leasing and Factoring

For a letter of credit or bank guarantee, compare the instrument with the underlying supply contract. Examine the required documents, presentation method, expiry and incorporated rules. A commercial disagreement about goods does not by itself answer whether a demand meets the instrument's terms.

For leasing, examine ownership during the agreement, maintenance, insurance, termination and any purchase option. For factoring, check which receivables are transferred, debtor notices, disputed invoices and whether the business must repay the financier if its customer does not pay.

These reviews depend on the actual documents rather than the product name. Prepare a transaction timeline connecting delivery, invoicing, payment and expiry. Any proposed change to delivery terms should be checked against the finance documents before the parties agree it.

11 / Permission And Product Scope

Payment Providers and Capital-Market Services

For a payment or e-money business, check the institution's identity and current permission for the intended activity. The CBRT licence-scope list distinguishes permitted services. Review settlement, refunds, access restrictions and the contractual treatment of customer funds.

A company planning to offer financial services needs an activity assessment before launch. Company registration and a technology contract do not by themselves establish regulatory permission. The actual movement of money and responsibility to the customer matter.

For brokerage or portfolio arrangements, verify the relevant SPK permissions and review custody, charges, instructions and risk disclosures. The SPK warning on unauthorised activities explains why permission must match the service. Legal document review is separate from recommending securities or predicting returns.

12 / Identifying The Measure

Delayed Payments, Blocked Accounts and Official Orders

An unavailable balance may result from a bank review, contractual security, enforcement attachment or an official measure. Obtain the written explanation available, the affected account details and any decision reference. A telephone description of a "MASAK block" does not establish the legal basis.

Law No. 5549 distinguishes reporting obligations from measures affecting transactions. Its transaction-postponement procedure is not a universal timetable for every frozen account. Reporting confidentiality may also limit the information a bank can disclose.

The response must address the actual measure. Supplying missing customer records may assist a bank review, while an official order may require an application to the competent authority. Preserve the documents and obtain advice promptly; no release date can be promised from the account balance alone.

13 / Choosing A Legal Route

Complaints, Negotiation and Proceedings

For disputed charges or transactions, prepare a dated account of events and a precise request to the institution. Keep proof of submission. A regulatory complaint serves a different purpose from a claim for repayment or compensation.

The TBB individual-customer panel excludes applications by legal entities and individuals' commercial transactions. A company should not assume that a retail complaint route is available. Court jurisdiction and any contractual arbitration clause require separate review.

Certain commercial claims require mediation before litigation. Check the claim against the applicable rules, alongside the Ministry of Justice guidance. Negotiations or informal complaints should not be treated as automatic protection of an objection or filing deadline.

Send complete demands, payment orders and delivery records for an urgent review. The correct period and response depend on the document and procedure. A repayment proposal should also address interest, security and the effect on existing proceedings.

14 / Preparing The File

Documents for a Banking and Finance Review

Begin with the complete agreement or bank message and a short chronology. Identify what you want to achieve and any known signing, repayment or response date.

Agree a suitable transfer method for sensitive records. Do not provide banking passwords, security codes or unrelated customer data. Explain missing documents rather than reconstructing them as if they were originals.

15 / Working Arrangements

Review Process, Costs and Responsibility

1. Define the Matter

   Confirm the client, institution, transaction and immediate concern.

2. Review the Records

   Read the documents and identify missing evidence or urgent dates.

3. Explain the Options

   Set out obligations, negotiation points and available procedures.

4. Take Agreed Steps

   Prepare advice, correspondence or specifically authorised proceedings.

5. Confirm Follow-Up

   Provide the completed work and record continuing responsibilities.

Fees depend on document volume, transaction structure and whether negotiations or proceedings are required. Legal fees are separate from bank charges, translation, notarisation, registry expenses, expert work and court costs. The engagement should identify included work and how additional costs are approved.

Document review, bank negotiations and litigation can be separate assignments. Responsibility for a deadline must be expressly confirmed. Timing depends on the records, counterparties and procedure; an initial enquiry does not establish that urgent action has been accepted.

16 / Questions And Answers

Common Questions About Banking and Finance