Financial services form a tightly supervised sector made up of banks, financial leasing, factoring and financing companies, payment and electronic money institutions, capital markets institutions, and the commercial businesses that deal with these institutions on a continuous basis. In this field, legal risk does not arise only from the breach of a contract; licence conditions, compliance obligations, the structure of security, customer disclosure and data security are all matters that must be managed at the same time.

For companies operating in Mersin, these relationships are often part of day-to-day operations: export and import finance, loans used for port and logistics investments, crop and product finance in the agriculture and food sector, and letters of guarantee issued in construction projects are the main examples. On this page I set out the main legal issues faced by financial institutions and by businesses that need financing.

Loan and Financing Agreements

Commercial Loan Agreements

The general loan agreements used by banks are largely standard texts and are often signed without negotiation. Yet a few provisions in these agreements determine how the loan develops over the following years. Under the Turkish Code of Obligations (TBK), standard terms and conditions (genel işlem koşulları) are subject to separate review; unusual provisions that were not brought to the other party’s attention, or that are alien to the nature of the contract, may be deemed not written.

Before signing, the following provisions in particular should be reviewed:

Interest, default interest and cost items
The conditions for closing the account (hesabın kat edilmesi) and for the debt becoming due and payable
Cross-default provisions, under which a default on another debt also affects this loan
Clauses giving the bank a unilateral right to make amendments
The right to require the security to be topped up and to request additional security
Set-off, netting and right of retention (hapis hakkı) provisions

Financial Leasing, Factoring and Financing Companies

Financial leasing, factoring and financing companies operate under a licence from, and the supervision of, the Banking Regulation and Supervision Agency (BDDK) within the scope of Law No. 6361. For these companies, drafting contract sets in line with the legislation, obtaining establishment and operating permits, and setting up internal procedures are of fundamental importance. On the customer side, the most critical parts of the contract are matters such as the lessor retaining ownership in financial leasing, termination and return of the asset in the event of default, and, in factoring, the assignment of the receivable and the right of recourse.

Restructuring and Financial Difficulty

For a company whose cash flow has deteriorated, options such as debt restructuring protocols, collective negotiations with creditors and, where necessary, a composition with creditors (konkordato) may be considered. At this stage, the status of the security, the liability of the sureties and any pending enforcement proceedings should be dealt with together. Legal steps taken early leave the company more options to continue its business while managing its debts.

Security, Suretyship and Letters of Guarantee

Mortgage, Pledge and Commercial Enterprise Pledge

The forms of security most frequently used in lending relationships are mortgages over immovable property and pledges over movable property. The scope of a maximum-amount mortgage (üst sınır ipoteği), which debts the mortgage secures, and the interest and cost provisions in the mortgage deed have a direct effect on any future enforcement proceedings. Under Law No. 6750 on Pledges of Movable Property in Commercial Transactions, assets such as machinery, equipment, stock and receivables can also be registered and offered as security.

Suretyship and Guarantee Agreements

It is common for shareholders and directors to act as sureties for company loans. The law subjects the suretyship agreement (kefalet sözleşmesi) to strict formal requirements: the maximum amount for which the surety is liable and the date of the suretyship must be written in the surety’s own handwriting, and in some cases the consent of the spouse is required. Failure to comply with these requirements may render the suretyship invalid. The distinction between a suretyship and a guarantee agreement (garanti sözleşmesi) is also important in its own right, because it determines the scope of liability.

Letters of Guarantee

Provisional and final letters of guarantee (teminat mektubu) issued in tenders and in supply and construction contracts create a payment undertaking between the bank and the beneficiary that is independent of the underlying relationship. For this reason, the risk of the letter being wrongfully called is a serious one. The wording, term and return conditions of the letter must be set up correctly from the outset; and if a wrongful call is likely, it is necessary to act quickly and consider applying for an interim injunction (ihtiyati tedbir).

Payment Services, Electronic Money and Fintech

Payment Institution and Electronic Money Institution Licences

Providing payment services or issuing electronic money requires an operating licence from the Central Bank of the Republic of Türkiye under Law No. 6493. In the licensing process, the capital structure, the qualifications of the shareholders and managers, information systems, and the internal control and risk management structure are assessed together. Reporting and compliance obligations continue after the licence has been granted.

Payment Integration and Intermediation Agreements

In agreements between e-commerce businesses and payment institutions, the decisive points are blocking periods, commissions, liability in the event of a chargeback (ters ibraz), fraudulent transactions and the conditions for closing the account. In marketplace and sub-merchant models, the obligations each party assumes should be written down clearly.

Crypto Asset Services and New Financial Products

With the amendments made to the Capital Markets Law in 2024, crypto asset service providers were brought under the licensing and supervision of the Capital Markets Board (SPK). When a new financial product or digital business model is being designed, identifying at the outset which activities require a licence prevents the risk of operating without one.

Capital Markets Transactions

Public Offerings, Debt Instruments and Crowdfunding

For companies that wish to raise finance through a public offering, the issue of debt instruments, or equity-based and debt-based crowdfunding, compliance with Capital Markets Law No. 6362 (SPKn) and the SPK regulations is essential. The accuracy of the statements in the prospectus and information forms gives rise to direct liability for the issuer and its managers.

Share Transfers and Investment Agreements

The transfer of shares in a company operating in the financial sector, or the entry of a new investor into the company, often requires the approval of the regulatory authority. Investment agreements, share transfer agreements and legal due diligence processes should be planned together with these approval requirements.

Compliance: MASAK, Banking Secrecy and Personal Data

Prevention of Money Laundering and MASAK Obligations

Under Law No. 5549, many businesses, above all banks, financing companies and payment institutions, are classed as obliged parties. Breaches of the obligations on customer due diligence, suspicious transaction reporting, record keeping and training can lead to heavy administrative fines imposed by the Financial Crimes Investigation Board (MASAK). Putting the company’s internal compliance policy in writing, and actually applying it in practice, is the main safeguard against this risk.

Banking Secrecy and Customer Secrecy

The Banking Law subjects the sharing of customer information to strict rules. Information sharing with group companies, outsourcing and data transfers to business partners should be assessed within the framework of these rules.

KVKK and Financial Data

Financial data is among the types of data whose misuse can have serious consequences for individuals. Privacy notices, explicit consent processes, data retention and destruction policies, and the rules on transferring data abroad, which changed in 2024, form a separate compliance topic for financial institutions under the Law on the Protection of Personal Data No. 6698 (KVKK).

Debt Collection and Financial Disputes

Enforcement of Loan Receivables

In collecting loan receivables, the options include serving the account closure notice (hesap kat ihtarı) in the proper manner, enforcement proceedings by way of realisation of a mortgage or pledge, and enforcement proceedings based on negotiable instruments (kambiyo senetleri). For the debtor company, objecting to the enforcement proceedings, bringing a negative declaratory action (menfi tespit davası) and protecting the security are processes that must be handled with equal care.

Cheque and Promissory Note Disputes

Cheques and promissory notes, widely used as means of payment in commercial life, offer the possibility of fast enforcement but also carry serious risks. Because issuing an uncovered cheque can also have criminal consequences, internal authorisation and control mechanisms for the use of cheques are important.

Commercial Litigation, Mediation and Arbitration

In commercial cases concerning monetary claims and compensation, applying to a mediator before filing a lawsuit is mandatory. Depending on the nature of the dispute, the route followed is mediation, the commercial court of first instance (asliye ticaret mahkemesi) or, if provided for in the contract, national or international arbitration. Whichever route is taken, gathering account statements, correspondence and security documents in full has a direct effect on the outcome.

Scope of Legal Work in Banking and Finance

In the financial sector, legal support produces the most value when it starts not once a dispute has arisen, but before a loan is taken out, before security is given or before a new product is launched. Setting up the contract correctly, providing security in proportion, and turning compliance obligations into written processes prevents most of the disputes that might arise in the future.

As Attorney Ezgi Çalışkan, I support financial institutions and businesses that need financing in the following areas: reviewing and negotiating loan and security agreements, licensing and compliance processes, payment services and fintech business models, capital markets transactions, debt restructuring, debt collection, and the resolution of financial disputes. Because every business has a different financing structure and risk profile, I aim to build the solution around the company’s real needs.