Banking and
Finance Law

Disputes may arise during the opening, operation and closing of a bank account in connection with customer identification procedures, contract terms, access to the account, fees, set-off, holds, attachment, inheritance, powers of attorney and transaction security. The correct route of application cannot be chosen until it is determined whether a restriction on the account stems from the bank contract, an enforcement or tax procedure, a criminal investigation, an injunction or a compliance review.

The services offered in this scope:

• Review of deposit and participation account agreements
• Disputes over account opening, closing and access to banking services
• Legal assessment of account balance, interest, fee and set-off transactions
• Review of the basis of an account hold, payment restriction and obstacle to withdrawing money
• Effects of attachment, precautionary attachment, injunction and public receivable procedures on the account
• Power of attorney, signing authority, joint account and company account transactions
• Bank account, safe deposit box and heir procedures after a death
• Disputes arising from bank safe deposit boxes and custody services
• Claims for money sent to the wrong account and for unjust enrichment
• In-bank application, arbitration committee, litigation and enforcement processes

In disputes over an account hold, a claim addressed only to the bank may not be sufficient. The source of the restriction and the authority that issued the decision should be identified, and the application made accordingly.

Unauthorized transfers made through internet or mobile banking may occur through phishing, a fake call center, remote access software, SIM card transactions, malware, account takeover or social engineering. The legal assessment rests not only on whether the customer carried out the transaction, but on strong authentication, transaction monitoring, security alerts, the duty of care of the bank and the user, the time of notice and the link between the loss and the event.

In these files:

• Notifying the bank of the transaction without delay
• Preserving account movements, SMS, e-mail and application notifications
• Requesting device, IP, session, authentication and transaction approval records
• Assessing urgent protection options with regard to recipient accounts and money movements
• Conducting the in-bank objection and response process
• Payment services legislation, contract and fault assessment
• Conducting the processes before the Office of the Chief Public Prosecutor (Cumhuriyet Başsavcılığı) and law enforcement in parallel where necessary
• Determining the consumer or commercial dispute route
• Assessing claims for compensation, receivables, negative declaratory judgment or recovery of payment

Card PINs, internet banking passwords, one-time verification codes or full card details must not be shared in a message to the firm.

The use of a verification code does not, on its own, resolve all questions of liability. Authorization of the transaction, the obligations of the user and the provider, security records and the applicable rules of proof are examined separately. A transaction objection, a chargeback (ters ibraz) and a criminal complaint are not the same route; none of them automatically results in a refund in every case.

In personal loans, credit cards, overdraft accounts and housing finance agreements, pre-contractual information, cost, interest, fees, insurance, early repayment, default, acceleration and ancillary services matter. Whether the transaction was made for a consumer purpose is decisive for the competent authority and the protective provisions that apply.

Our scope of work:

• Review of consumer loan and credit card agreements
• Housing finance and consumer transactions secured by a mortgage
• Disputes over interest, fees, commissions, insurance and calculations
• Early repayment, restructuring and closing transactions
• Disputes over delay, default, termination of the account and the payment plan
• Disputes over credit-linked insurance and premium refunds
• Lost or stolen cards, unauthorized card transactions and misuse of a card
• Card transaction objections and, to the extent applicable, chargeback (ters ibraz) processes
• Correction of the TBB Risk Center (Risk Merkezi) report and of incorrect credit or check records
• Application to the bank and, where the conditions are met, retail customer arbitration committee procedures
• Consumer arbitration committee or consumer court processes
• Enforcement proceedings, objection, and actions for a negative declaratory judgment and for recovery of payment

The conditions of withdrawal, early repayment, loan-linked insurance and acceleration vary according to the type of product. Consumer loans, housing finance and commercial loans are not considered subject to the same provisions. Current application thresholds, fee regulations and the legislation in force on the date of the transaction are taken as the basis.

In an objection concerning credit and check information, the type and date of the record and the institution that reported the data are determined first. The document showing that the debt was paid, the account closing record and the current report are reviewed together.

• Documenting an incorrect amount, duplicate record, another person’s debt or payment information that has not been updated.
• A reasoned correction request to the institution that reported the data and follow-up of the reply.
• Assessing the appropriate application or litigation route according to claims concerning personal data, the contract and loss.
• Taking into account that the closing of the debt, the retention of historical records and the assessment of credit are different processes.

It cannot be guaranteed that accurate historical records will be deleted in every case or that new credit will be granted. A Risk Center report and the bank’s own decision to grant credit are not the same act.

Commercial loans are assessed together with the loan agreement and also the general credit agreement, limit, drawdown instruction, security documents, account termination notice, financial covenants and the other commercial contracts between the parties. Besides the borrower, a surety, guarantor, pledgor, mortgagor or group company may also be affected by the transaction.

Scope of legal services:

• General credit, investment loan, working capital loan, revolving and spot loan agreements
• Loan terms, interest, commissions, costs and early closing provisions
• Credit limit, drawdown conditions and conditions precedent
• Financial covenants, information and default provisions
• Cross-default, change of control and early acceleration provisions
• Group company financing, joint liability and security structures
• Joint negotiation of the loan agreement and the security package
• Disputes over account termination notices, outstanding balance and default
• Receivable, negative declaratory judgment, recovery of payment and compensation actions arising from commercial loans
• Coordination of mediation, litigation, arbitration and enforcement processes

In contract review, attention should not be limited to the interest rate; representations and undertakings, events of default, information obligations, financial ratios, the release of security and dispute resolution clauses should be addressed together.

Restructuring a loan debt may result in extending the maturity, changing the repayment plan, redetermining interest and commissions, providing additional security, replacing existing security or establishing a joint plan with multiple creditors. Whether the new contract extinguishes the existing debt, the continuation of the security, the position of sureties and waiver provisions should be examined separately.

Our scope of work:

• Legal analysis of the debt, cash flow and security structure
• Restructuring negotiations with banks or financial institutions
• Review of provisions on maturity, payment plan, interest and additional costs
• Refinancing and closing of existing loans
• Agreements on deferring enforcement for a set period (standstill), waivers, additional time and default
• Renewal, replacement or release of security
• Coordination with multiple creditors and intercreditor agreements
• Assessment of the financial restructuring options under Banking Law No. 5411
• Compliance review with respect to the framework agreements of the Banks Association of Türkiye
• Post-restructuring breach and follow-up processes

Financial restructuring is not an automatic right for every debtor or loan. The nature of the debtor and the receivable, the position of the creditor institutions, the framework in force, the scale of the debt and the ability to repay must be examined concretely.

A restructuring negotiation does not mean that enforcement stops or that the creditor is obliged to accept your offer. Any temporary stay arrangement, the continuation of the security and the waivers given are examined explicitly. The conditions of entry into force and the framework of the special financial restructuring regime are confirmed on the date of the transaction.

In a financing transaction, as important as the valid creation of security are which debt it secures, up to what amount and for what period. Whether the security is independent of the principal debt, whether it was given by a third party, its ranking, the method of realization and the conditions for release should be determined at the outset.

Main topics of work:

• Real estate mortgages and maximum-amount mortgages
• Pledges over movables in commercial transactions and registry procedures
• Pledges over a commercial enterprise, machinery, vehicles, inventory and receivables
• Pledges over company shares and bank accounts
• Assignment of receivables for security purposes
• Form, scope, spousal consent and termination of suretyship
• Guarantee, accession to debt and letters of comfort (patronaj)
• Priority of security and relations among creditors
• Amendment of security, partial release and full release
• Realization of a mortgage or pledge
• Actions concerning invalidity of security, its scope and the termination of the debt

The security package should not be read separately from the loan agreement. Where the security provider is not the debtor, the specific risks should be explained separately; company body resolutions, authority of representation and corporate interest should be examined.

Suretyship, guarantee and accession to debt may give rise to different liabilities. For security given by natural persons, the form, spousal consent and statutory exceptions are examined; for commercial security, authority and registry conditions. The title of a document does not, on its own, determine the protective provisions that apply.

Depending on the nature of their text, bank letters of guarantee may create a guarantee relationship independent of the underlying contract. The conformity of a payment demand with the form and time requirements in the letter, the guarantee amount, the term, the addressee’s payment demand, the counter-guarantee and claims of manifest abuse should be examined separately.

In this field:

• Provisional, final, advance payment, performance and payment letters of guarantee
• Payment on first demand and conditional guarantee texts
• Issuance of letters of guarantee and negotiation of the text
• Counter-guarantees and foreign bank guarantees
• Review of a guarantee call in terms of form, time and scope
• Conditions for urgent legal protection against a payment demand
• Claims of wrongful drawing, refund and compensation
• The bank’s payment obligation and recourse relationships
• Security linked to public procurement, construction and international trade
• Arbitration, litigation and implementation of foreign judgments

Even a single expression used in a letter of guarantee may change the conditions of payment. The review must rest not only on the main contract but on the text of the guarantee itself.

In project finance, repayment largely rests on the revenue and asset structure of the project. In addition to the loan agreement, project contracts, land and permit status, construction contracts, revenue accounts, insurance, pledges over shares and accounts, direct agreements and technical reports are assessed together.

Our scope of work:

• Establishing the contractual structure of project finance
• Real estate development and construction loans
• Financing of energy, tourism, infrastructure and facilities
• Financing of company and share acquisitions
• Legal due diligence and assessment of financeability
• Preparation of conditions precedent and closing documents
• Security over shares, accounts, receivables, movables and immovables
• Project accounts and cash-flow arrangements
• Sponsor support, completion guarantee and cost overrun provisions
• Direct agreements and step-in rights of the lender
• Creation, ranking and release of security
• Restructuring, breach and project transfer processes

Technical, financial and legal due diligence do not replace one another. Legal due diligence evaluates land registry, zoning, permit, contract, company and security records together with the relevant technical and financial work.

In sustainability-linked financing, measurable targets, reporting, verification and the contractual consequences of failing to meet the target are determined. Legal conformity is not an assurance that financing will be provided or that the project will generate an economic return.

In international financing transactions, the countries of the lender and the borrower, the governing law, the competent court or seat of arbitration, the currency, tax, foreign exchange transactions, foreign documents, authority of representation and the country where the security is located must be assessed together.

Our scope of work:

• Bilateral and syndicated loan agreements
• Financing provided by foreign banks and funds
• Intercreditor and security agency agreements
• Review of loan documents governed by foreign law from the standpoint of Turkish law
• Guarantees and security given by Turkish companies
• Transaction review under foreign currency and exchange control legislation
• Legal opinions, authority and corporate approval documents
• Apostille, certification, translation and power-of-attorney procedures
• Recognition, enforcement and execution of foreign court judgments and arbitral awards
• Cross-border restructuring and coordination of multi-country disputes

Communication in Turkish, English, German and Russian can make the flow of information and documents with foreign parties easier. Where necessary, the applicable foreign law is reviewed in coordination with independent legal professionals in the relevant country.

In international trade in goods and services, the payment and financing structure may be built on a letter of credit, a payment-against-documents transaction, a bank guarantee, a standby letter of credit, export credit or receivables financing. The bank’s review based on documents and the goods or services relationship in the sale and purchase contract must be kept separate.

In this scope:

• Review of letter of credit opening instructions and terms
• Confirmed and unconfirmed letter of credit transactions
• Standby letters of credit and international guarantee structures
• Disputes over payment against documents and payment against goods
• Claims of reservations, document discrepancies and refusal of payment
• Export and import financing agreements
• Responsibilities among the bank, exporter, importer and carrier
• Effect of the rules of the International Chamber of Commerce (ICC) on the contract
• Arbitration and cross-border receivables processes

Uniform rules such as UCP or URDG are assessed to the extent they have been incorporated into the transaction documents; the mandatory law and contract provisions that apply are reviewed separately.

Swaps, forwards, options and other derivative transactions are assessed according to the status of the parties, the purpose of the transaction, the framework agreement, and the security and netting provisions. A transaction may have the character of a banking product, a capital markets activity or a commercial hedging transaction.

In this scope:

• Framework agreements for derivative and treasury transactions
• Transaction confirmations and product terms
• Disputes over collateral top-ups and valuation
• Early termination, default and close-out amount
• Netting and set-off of security
• Hedging against currency, interest rate and commodity risk
• Assessment of suitability, information and authority
• Links of agreements governed by foreign law, such as ISDA, to Turkish law
• Litigation and arbitration processes

The legal conditions of derivative transactions and the economic risk of the product are different reviews. If there is a link to investment services, authority and capital markets legislation, the special provisions are assessed separately.

Participation banking is a field in which fund collection, lending and investment transactions are structured in line with interest-free finance principles and the banking legislation in force. In participation accounts, participation in profit and loss, the link to an asset or commercial transaction in financing transactions, and the conformity of standard contracts with the actual transaction must be assessed separately.

Our scope of work:

• Disputes over special current accounts and participation accounts
• Assessment of profit share, loss and account liquidation transactions
• Financing agreements based on the purchase of goods or services
• Financial leasing and asset-based financing structures
• Joint-venture-based or project-based financing models
• Security, suretyship, mortgage and pledge documents
• Disputes between a participation bank and individual or commercial customers
• Applications to the retail customer arbitration committee of the Participation Banks Association of Türkiye
• Interest-free finance standards and institutional compliance
• Review of international interest-free financing documents from the standpoint of Turkish law

Risk sharing in a participation account and the scope of insurance are different matters. The rules specific to the issuance of lease certificates and other capital markets products and to investment services are assessed separately.

Financial leasing, factoring, financing and savings finance companies operate within the framework of Law No. 6361 and secondary legislation. The parties, the contract structure, the ownership or receivable relationship and the regulatory obligations of each type of transaction are different.

Our scope of work:

• Preparation and review of financial leasing agreements
• Disputes over delivery of the leased asset, defects, insurance, damage and termination
• Factoring agreements and assignment of receivables
• Genuineness of the receivable subject to factoring and claims of duplicate assignment
• Loans and security of financing companies
• Savings finance agreements, allocation and organization fee disputes
• Termination of the contract, account liquidation and refund claims
• Establishment, operating license and legislative compliance of companies
• Supervision by the BDDK, defense and administrative sanction processes
• Receivable, enforcement, compensation and consumer disputes

Whether the transaction has a consumer or commercial purpose affects the competent authority and the provisions that apply. The name of a contract does not, on its own, determine its legal nature.

The assignment, restructuring or pursuit of overdue loans and other financial receivables is examined through the origination of the receivable, the debt balance, security, statute of limitations, notices, assignment and enforcement records. An assignment to an asset management company does not by itself remove the debtor’s existing objections and disputes.

Our scope of work:

• Legal review of loans and financial receivables
• Assignment of receivable portfolios and determination of legal status
• Assignment of the receivable, transfer of security and notices
• Review of debt balance, interest, costs and payment records
• Restructuring negotiations on behalf of the debtor or the creditor
• Realization of a mortgage and pledge
• Enforcement proceedings, action for annulment of the objection or removal of the objection
• Actions for a negative declaratory judgment, recovery of payment and compensation
• Assessment of the conditions for precautionary attachment and interim injunction
• Bankruptcy, composition with creditors (konkordato) and ranking schedule processes

Before a payment or settlement, the creditor’s status, authority, the current debt statement and which debt will be extinguished are checked. An assignment does not automatically remove the debtor’s existing defenses; nor may a payment automatically erase every record and security.

Payment institutions and electronic money institutions are subject to a licensing and oversight structure different from that of banks. In Türkiye, the Central Bank of the Republic of Türkiye (TCMB) is responsible for the regulation and oversight of this field. For payment accounts, money transfers, digital wallets, electronic money, merchant payment solutions and open banking services, Law No. 6493 and secondary legislation are taken into account.

Scope of legal services:

• Legal assessment of payment and electronic money business models
• Licensing, scope extension and notification processes
• Agreements with payment service users, merchants and solution providers
• Issuance of electronic money, redemption and protection of funds
• Digital wallet and payment account transactions
• Open banking and account information / payment initiation services
• Application programming interface (API), outsourcing, cloud and technology supply agreements
• Agent, branch and business cooperation models
• Unauthorized transactions, transaction errors, refunds and user complaints
• TCMB information requests, supervision, defense and administrative sanction processes
• MASAK, KVKK, cybersecurity and operational compliance
• Merger, share transfer and cessation of operations

The current operating license and scope of authority of an institution should be verified from the official lists of the TCMB. The line between providing a technology service and conducting payment services under the legislation is examined separately according to the business model.

Related detailed page: Fintech, Payments and Crypto Assets

Banks and financial institutions are subject to comprehensive regulation in terms of corporate governance, internal systems, capital and risk management, customer transactions, information systems, outsourcing, secrecy, reporting and operating license. Compliance work is not only a matter of preparing texts; it requires applying obligations to the institution’s workflows and supervision records.

In this field:

• Analysis of the business model and regulatory scope
• Establishment, operating license, share transfer and manager approvals
• Notification and permit processes of the BDDK and TCMB
• Board responsibilities and corporate governance documents
• Internal control, risk management, internal audit and compliance structure
• Information systems, digital banking and outsourcing
• Customer contracts, fee and disclosure regulations
• Bank secrecy and customer secrecy sharing processes
• Information requests of the authority and preparation for on-site inspections
• Responding to audit findings and remediation plans
• Applications against administrative fines, restrictions on operations and other sanctions
• Transposing legislative changes into internal policies and contracts

The fields of duty of the BDDK over banks and institutions under Law No. 6361, and of the TCMB over payment and electronic money institutions, should not be confused. The competent authority for the specific transaction should be determined separately.

Banks, financial institutions and payment service providers carry out customer identification, risk management, monitoring, suspicious transaction reporting, training, internal audit and record-keeping processes within the scope of obligations on preventing the laundering of proceeds of crime and the financing of terrorism. The scope of the obligation may vary according to the type of the institution and its business model.

Our scope of work:

• Determining the institution’s status as an obliged entity and its operational risks
• Preparing the compliance program, policies and procedures
• Customer identification and beneficial owner processes
• Risk classification, ongoing monitoring and enhanced measures
• Suspicious transaction reporting processes and internal confidentiality
• Compliance officer, training, control and internal audit arrangements
• Sanctions lists and high-risk country/transaction checks
• Correspondent banking and cross-border payment risks
• MASAK inspection, information request and administrative sanction processes
• Coordination of criminal investigation, freezing of assets and related legal processes

Suspicious transaction reports and audit documents are subject to special confidentiality and access rules. Sample cases or customer information should not be shared through open communication channels.

Related detailed page: AML Compliance and Financial Investigations

In banking activities, customer information is assessed within the scope of the secrecy provisions in banking legislation, personal data protection and information security regulations. The sharing of information with a group company, service provider, public authority, court, foreign bank or infrastructure provider abroad may be subject to different legal bases and limitations.

In this scope:

• Legal analysis of sharing bank secrets and customer secrets
• Secret-sharing policy and internal authority matrix
• KVKK privacy notice, processing, retention and destruction processes
• Data controller–data processor and outsourcing agreements
• Intra-group and cross-border data transfers
• Banking application, call center and digital channel records
• Response to cyber incidents, account takeover and data breaches
• Data subject requests and processes before the Personal Data Protection Authority (Kişisel Verileri Koruma Kurumu)
• Information requests of the BDDK, TCMB, MASAK and judicial authorities
• Disputes arising from claims of breach of secrecy, data breach and unlawful sharing

The customer’s consent is not a single, unlimited basis for every sharing of data or secrets. Purpose, proportionality, authority, retention and security conditions must be assessed together.

The revocation of a bank’s operating license, the transfer to the Savings Deposit Insurance Fund of shareholder rights other than dividends, or resolution measures may have different legal consequences for depositors, participation fund holders, other creditors, bank shareholders, managers and contracting parties. Since the scope and amount of insurance may vary according to the regulations in force, the rules on the date of the event should be taken as the basis rather than a fixed figure.

In this scope:

• Assessment of the nature of insured deposits and participation funds
• Entitlement, account type and payment disputes
• TMSF information, registration and claim applications
• Transactions connected with the transfer of the bank’s receivables and assets
• Administrative or judicial processes concerning bank shareholders and managers
• Application routes against Fund decisions and administrative acts
• Liquidation, ranking and claim registration procedures
• Foreign depositors and cross-border account relationships

This field may include special regulations different from an ordinary bank–customer dispute. The institution that carried out the act, the date of the decision, the account type and the resolution method applied should be determined at the start of the file.

An electronic money balance, an investment product or a savings finance relationship is not considered within the scope of bank deposit insurance merely because it is a financial transaction. The institution, account type, scope of insurance and exceptions are verified from the current TMSF regulations.

The dispute resolution method is determined according to the nature of the parties and the transaction. For individual customers, an in-bank application, the retail customer arbitration committee of the Banks Association of Türkiye (TBB) or the Participation Banks Association of Türkiye (TKBB) and consumer routes may come into play. Under Article 5/A of the Turkish Commercial Code (TTK), mediation as a condition precedent to litigation is assessed in commercial receivable, compensation, annulment of objection, negative declaratory judgment and recovery of payment actions whose subject is a sum of money. The rule on pre-action mediation in the consumer court and statutory exceptions are also checked separately. If the contract contains an arbitration clause, its validity and scope are examined separately.

Our scope of work:

• Formal notices (ihtar), objections and applications to a bank and financial institution
• Applications to the TBB or TKBB retail customer arbitration committee
• Consumer arbitration committee and consumer court procedures
• Mediation as a condition precedent to litigation and commercial negotiation
• Actions before commercial courts of first instance and other competent courts
• National and international arbitration
• Precautionary attachment, interim injunction and preservation of evidence
• Enforcement without a judgment, enforcement based on a judgment and enforcement by realization of the pledge
• Actions for a negative declaratory judgment, recovery of payment, annulment of the objection and receivables
• Assessment of the possibilities of regional appeal and, if the conditions are met, appeal to the Court of Cassation
• Recognition, enforcement and execution in Türkiye of foreign court judgments and arbitral awards

In choosing a route of application, not only speed but also the binding force of the decision, the need for interim legal protection, confidentiality, costs, proof and the country where the decision will be enforced should be assessed together.

Public offerings, securities issuance, investment firms, portfolio management and Capital Markets Board (SPK) processes carry conditions specific to capital markets legislation. The licensing and operating regime of a crypto-asset service provider is not the same as that of a bank or payment institution.

Naming a product a digital wallet, a token or an investment product does not on its own determine its legal nature. The functions of accepting funds, payment, custody, transaction intermediation and investment services are assessed separately. Besides the banking link, the special rules on fintech and digital finance are examined.