30 July 2026
This guide explains how a valid commission agreement is concluded in Turkey, the strict written form requirement that applies to real estate brokerage, when commission is actually earned as a matter of law, the statutory commission caps and the authorisation certificate requirement under the Real Estate Trade Regulation, and the drafting points that determine the outcome of the commission disputes we see most frequently.
Commission arrangements are among the most commonly disputed contractual relationships in Turkey, and the reason is structural. The agreement is often concluded informally, at speed, in the middle of a transaction that both parties are focused on completing. The commission question surfaces only afterwards, when the transaction has closed and the intermediary presents an invoice, or when the transaction has fallen through and the intermediary claims a fee regardless.
Turkish law addresses this in two layers. The Turkish Code of Obligations (Law No. 6098) governs the contractual relationship itself, and for real estate brokerage it imposes a form requirement that is a condition of validity rather than merely of proof. Separately, the Real Estate Trade Regulation imposes licensing obligations, mandatory contract forms, and binding caps on the level of commission that may be charged. An arrangement that satisfies one layer but not the other is exposed.
At Bayraktar Attorneys, we act for foreign nationals in property and commercial transactions across Turkey, and commission disputes are a recurring feature of that work. This guide sets out what a valid commission agreement requires and where the exposure lies for both parties.
What is commonly called a commission agreement in Turkish commercial practice is, in legal terms, a brokerage agreement (simsarlik sozlesmesi), regulated in the Turkish Code of Obligations under the heading of agency relationships.
Three elements of this definition carry the entire structure of the relationship. First, the intermediary's obligation is to create the opportunity for a contract or to mediate in its conclusion. Second, the fee entitlement is conditional on that contract actually being concluded. Third, the relationship exists between the intermediary and the principal, and the intermediary does not, as a general rule, have authority to represent the principal unless the agreement expressly confers it.
Article 520/2 provides that the provisions on agency (vekalet) apply to brokerage agreements as a general rule. The brokerage agreement is treated in Turkish legal doctrine as a specialised subtype of the agency contract, distinguished by the fact that the intermediary's fee entitlement is tied to a specific result rather than to the exercise of due care.
This cross-reference matters practically. It means that the intermediary owes the principal the duties of care and loyalty that apply to agents under Articles 502 and following of the Code: the duty to act in the principal's interest, to provide accurate information, and to avoid conflicts. Where an intermediary conceals material information about a property, or acts for both sides in a way that compromises the principal's position, the breach is assessed against these standards.
Where the intermediary is a merchant (tacir) within the meaning of the Turkish Commercial Code and the brokerage is carried on as part of their commercial activity, additional provisions of the Commercial Code apply alongside the general framework. This distinction becomes significant in the specific situation, addressed in Section 6 below, where a brokerage agreement is void for failure to comply with the written form requirement but the intermediary is a merchant.
As a general rule, a brokerage agreement is not subject to any form requirement. It may be concluded orally, and the ordinary rules on the formation of contracts apply. There is one significant exception, and in practice it is the exception that matters most.
The legal characterisation of this requirement is critical and is frequently misunderstood. The written form requirement in Article 520/3 is a validity condition (gecerlilik sarti or sihhat sarti), not merely an evidentiary requirement. This distinction has an absolute practical consequence: where a real estate brokerage agreement is not in writing, it does not exist as a legal act. It is void.
The parties may have agreed orally, shaken hands, and the intermediary may have shown the property, introduced the parties, conducted negotiations, and been the effective cause of the transaction. If there is no written and signed agreement meeting the statutory requirement, none of that generates a contractual fee entitlement. The Court of Cassation applies this requirement strictly.
The form required is ordinary written form (adi yazili sekil), not notarised or official form. Notarisation is not required. What is required is a written document containing the essential terms, bearing the signatures of the parties who assume obligations under it, meaning both the intermediary and the principal.
Under the Electronic Signature Law (Law No. 5070), data created with a secure electronic signature has the status of a written document and satisfies the written form requirement. A brokerage agreement concluded with qualified electronic signatures is therefore valid.
Where the written form requirement is not satisfied, the brokerage agreement is void. The intermediary cannot claim the agreed commission, cannot enforce any penalty clause purportedly contained in the arrangement, and cannot rely on the agreement in any proceedings. The principal is entitled to refuse payment on this ground alone, without any need to dispute the intermediary's activity or its causal contribution to the transaction.
The existence of a valid brokerage agreement does not, by itself, entitle the intermediary to a fee. Turkish law ties the fee entitlement to result and to causation.
The intermediary's entitlement arises only where the principal contract is actually concluded. This distinguishes brokerage from most other service relationships. A lawyer or a physician earns a fee for the exercise of professional skill regardless of outcome; an intermediary, as a general rule, earns only on success.
The practical consequence is significant. An intermediary who markets a property for months, brings numerous prospective purchasers, and incurs substantial expense earns nothing if the property is not sold, or if the owner decides not to sell, unless the agreement provides otherwise or the owner's conduct amounts to bad faith obstruction.
It is worth noting that the entitlement arises on the conclusion of the principal contract, not on its performance. Where a sale contract is concluded, the intermediary's fee entitlement arises at that point even if the transfer has not yet been registered, unless the parties have agreed to tie payment to completion.
The words "as a result of the activity carried out" in Article 521/1 impose a causation requirement: there must be a causal link between the intermediary's activity and the conclusion of the contract. Simply showing a property to a purchaser who later acquires it through an entirely independent route does not, without more, establish this link.
The Court of Cassation has developed this requirement in a substantial body of case law. Bringing the transaction to the point at which it is ready to be concluded has been held sufficient. Where the principal refuses without reason to contract with a third party introduced by the intermediary, the entitlement has been held to arise notwithstanding that no contract was concluded. Where the same property is later sold to the spouse or a connected person of a purchaser introduced by the intermediary, the courts have looked through the arrangement.
Article 521 is not a mandatory provision and is not a matter of public order. The parties may agree otherwise, and in practice they frequently do. Common variations include:
For real estate intermediation specifically, the contractual framework of the Code of Obligations operates alongside a regulatory framework administered by the Ministry of Trade. The Real Estate Trade Regulation (Tasinmaz Ticareti Hakkinda Yonetmelik), published in the Official Gazette on 5 June 2018 and amended subsequently, governs who may carry on real estate trading, what contracts must be used, and what may be charged.
Real estate trading may be carried on only by businesses holding an authorisation certificate (yetki belgesi) issued for the business. The certificate requirements include professional qualification standards for the responsible real estate consultants, minimum experience requirements, and premises standards. A separate certificate is required for each branch.
Individuals selling or letting their own registered property are outside the scope of the Regulation and do not require a certificate. The requirement applies to those carrying on intermediation as a trade.
The Regulation requires that a written intermediation contract be concluded between the business and its client for both sale and lease transactions. This requirement operates independently of, and in addition to, the validity requirement in Article 520/3 of the Code of Obligations. The Regulation also prescribes the minimum content of these contracts.
The Regulation imposes binding caps on the level of commission that may be charged:
| Transaction Type | Statutory Cap | Default Allocation |
|---|---|---|
| Sale of immovable property | 4 percent of the sale price stated in the intermediation contract, excluding VAT | Shared equally between buyer and seller (2 percent each) unless agreed otherwise in writing |
| Lease of immovable property | One month's rent, excluding VAT | As agreed between the parties |
| Transfer of a business (devren) | Not specified in the Regulation | Freely agreed between the parties |
Two points about these caps require emphasis. First, they are ceilings, not fixed rates. The parties are free to agree a lower figure, and in a competitive market they frequently do. Second, the default equal allocation between buyer and seller may be varied by written agreement. A seller who wishes to receive a net price may agree in writing that the buyer bears the full 4 percent, and this arrangement is lawful provided the buyer accepts it.
Whether you are the intermediary seeking to secure your fee or the principal seeking to define its limits, the following provisions determine most commission disputes. A commission agreement that leaves any of them unaddressed is an agreement that will be interpreted by a court on terms neither party chose.
The parties must be identified with full legal names and identification details. The property or transaction that is the subject of the intermediation must be identified specifically, including for real estate the land registry details of the property. A contract identifying the subject matter only in general terms creates immediate ambiguity as to whether a given transaction falls within it.
The contract should specify what the intermediary undertakes to do: marketing, identification of counterparties, conduct of viewings, participation in negotiations, preparation of documentation, and coordination of the closing. This matters both for assessing the intermediary's performance and, where a dispute arises about causation, for establishing what the intermediary was engaged to do.
The contract must state the fee, whether as a percentage or a fixed amount, and must specify the base to which any percentage applies. Critically, it must state precisely when the fee becomes due. The options and their consequences differ materially:
Where the arrangement is exclusive, this must be stated expressly, together with its duration. Automatic renewal clauses require particular attention: a clause providing for indefinite automatic renewal absent written notice within a narrow window is open to challenge as an unfair standard term. Both the duration and the renewal mechanism should be defined with precision.
Penalty clauses (cezai sart) are frequently included, typically providing that the principal owes the full commission if they transact directly with a party introduced by the intermediary, or if they withdraw from a transaction the intermediary has brought to the point of conclusion. These clauses are enforceable in principle, but they are subject to judicial reduction where the amount is excessive, and they cannot rescue an agreement that is void for want of written form.
Article 521/3 provides that where the agreement provides for reimbursement of the intermediary's expenses, those expenses are payable even where the intermediary's activity did not result in a contract. This is a valuable protection for intermediaries in transactions requiring significant upfront marketing expenditure, but it operates only where the agreement expressly provides for it. In the absence of such a provision, expenses are not recoverable on an unsuccessful mandate.
A specific and practically important question arises where a real estate brokerage agreement is void for failure to comply with the written form requirement, but the intermediary is a merchant carrying on brokerage as a commercial activity.
In these circumstances, the intermediary cannot claim the agreed commission, because there is no valid agreement to claim under. However, where the intermediary can prove the intermediation activity actually performed, they may be entitled to claim a reasonable fee under Article 20 of the Turkish Commercial Code, which provides that a merchant who performs a service within the scope of their commercial activity may claim a reasonable fee.
Two limitations on this alternative route should be noted. First, the burden of proving the activity performed rests entirely on the intermediary, and in the absence of a written agreement that evidence is frequently thin. Second, the fee recoverable is a reasonable fee determined by the court, not the commission the parties may have discussed. In practice, the amounts recovered through this route are typically lower than the contractual figure would have been.
| Dispute | Key Legal Question | Practical Outcome |
|---|---|---|
| No written agreement, real estate transaction | Article 520/3 validity requirement | Agreement void; contractual claim fails; merchant may claim reasonable fee under Article 20 TCC if activity is proven |
| Property shown but sold through another route | Causation under Article 521/1 | Depends on whether the intermediary's activity caused the conclusion; contractual variation may displace the requirement |
| Owner sells directly during the agreement period | Terms of the agreement | Commission payable where the agreement expressly so provides; not payable under the statutory default |
| Buyer introduced by intermediary; sale to buyer's spouse or company | Whether the arrangement circumvents the agreement | Courts have looked through connected-party arrangements |
| Commission charged above the statutory cap | Real Estate Trade Regulation Article 20 | Excess not enforceable for intermediation services; separate services must be separately identified |
| Transaction concluded but not completed | When the fee becomes due under the agreement | Fee earned on conclusion unless the agreement ties it to completion |
| Intermediary has no authorisation certificate | Regulatory compliance and contractual validity | Regulatory sanctions apply to the business; the fee claim position depends on the specific facts |
9.1. Does a commission agreement have to be in writing in Turkey?
For real estate, yes. Article 520/3 of the Turkish Code of Obligations provides that a brokerage agreement concerning immovable property is not valid unless made in written form. This is a validity requirement, not merely an evidentiary one, which means that an oral agreement concerning real estate is void and generates no contractual fee entitlement. For subject matter other than real estate, there is no general form requirement and the agreement may be concluded orally, although written form remains strongly advisable for evidential reasons.
9.2. Does the agreement need to be notarised?
No. The form required by Article 520/3 is ordinary written form, not official or notarised form. What is required is a written document containing the essential terms and bearing the signatures of the parties assuming obligations under it. A document created with a qualified electronic signature under Law No. 5070 also satisfies the requirement.
9.3. Is a WhatsApp exchange or email confirmation sufficient?
Not for real estate. Message exchanges may be treated in some circumstances as the beginning of written evidence, which affects what other evidence a court will admit, but they do not satisfy the validity requirement in Article 520/3. For a transaction of any significant value, a signed contract is essential.
9.4. When does the intermediary become entitled to commission?
Under the statutory default in Article 521, the intermediary becomes entitled to a fee only where a contract is concluded as a result of their activity. Two elements are required: the principal contract must actually be concluded, and there must be a causal link between the intermediary's activity and that conclusion. Both elements may be varied by agreement, and standard-form intermediation contracts frequently do vary them in the intermediary's favour.
9.5. Do I owe commission if I sell the property myself during the agreement period?
It depends entirely on the terms of your agreement. Under the statutory default you would not, because there would be no causal link between the intermediary's activity and the sale. However, intermediation contracts commonly include a clause providing that commission is payable if the property is sold during the agreement period by any route. Such clauses are enforceable where clearly drafted, and this is one of the most important provisions to identify before signing.
9.6. What is the maximum commission an estate agent can charge in Turkey?
Under the Real Estate Trade Regulation, commission on a sale may not exceed 4 percent of the sale price stated in the intermediation contract, excluding VAT. On a lease, it may not exceed one month's rent, excluding VAT. For sales, the default position is that the 4 percent is shared equally between buyer and seller, although this may be varied by written agreement. These are ceilings, not fixed rates, and lower figures may be agreed.
9.7. Can I refuse to pay commission if the estate agent has no authorisation certificate?
The authorisation certificate requirement is a regulatory obligation and its breach exposes the business to regulatory sanctions. Its effect on a fee claim depends on the specific circumstances, including whether the underlying brokerage agreement satisfies the requirements of the Code of Obligations. This should be assessed on the facts rather than assumed either way, and legal advice should be obtained before withholding payment on this ground alone.
9.8. The intermediary showed me the property but I bought it through someone else. Do I owe commission?
Under the statutory default, showing a property is not by itself sufficient to earn commission. The Court of Cassation has consistently held that the intermediary's activity must have caused the conclusion of the contract. However, if you signed an agreement containing a clause displacing the causation requirement, the position changes. The answer therefore turns on what you signed, not on the statutory default alone.
9.9. What happens if the transaction is concluded but then falls through?
Under the statutory default, the fee entitlement arises on the conclusion of the principal contract, not on its performance. An intermediary who has earned the fee on conclusion is not, as a matter of the default rule, required to return it because the transaction was subsequently not completed. Parties who wish to tie the fee to completion must say so expressly in the agreement, and principals in particular should consider negotiating for this.
9.10. The agreement is void because it was not in writing. Can the intermediary claim anything?
Where the intermediary is a merchant carrying on brokerage as a commercial activity, they may claim a reasonable fee under Article 20 of the Turkish Commercial Code, provided they can prove the intermediation activity actually performed. This is not a claim for the agreed commission, but for a reasonable fee determined by the court, and the burden of proving the activity rests on the intermediary. In practice, the amounts recovered by this route are typically lower than the contractual figure would have been.
9.11. Are penalty clauses in commission agreements enforceable?
In principle yes, but with two important qualifications. First, a penalty clause is subject to judicial reduction where the court considers the amount excessive. Second, and more fundamentally, a penalty clause contained in an agreement that is void for want of written form is itself unenforceable, because there is no valid agreement to contain it. A penalty clause cannot rescue a defective agreement.
9.12. I signed a Turkish-language contract I could not read. Am I bound by it?
As a general rule, yes. A signature on a written contract binds the signatory to its terms, and the fact that the signatory did not read or could not read the language is not by itself a ground for setting the contract aside. Limited relief may be available in cases of fundamental mistake or fraud, but these are demanding standards and difficult to establish. The practical answer is to obtain a translation and legal review before signing, not to rely on challenging the contract afterwards.
Commission agreements in Turkey occupy the intersection of two regimes: the contractual framework of the Code of Obligations, which determines whether the agreement exists at all and when a fee is earned, and the regulatory framework of the Real Estate Trade Regulation, which determines who may act, what contract must be used, and what may be charged.
The single most consequential rule is the written form requirement in Article 520/3. For real estate, an oral agreement is not a weak agreement or an unprovable one. It is not an agreement. Intermediaries who commence work without a signed contract are working without a legal entitlement to be paid, and principals who sign standard-form contracts without reading the fee trigger clause are frequently assuming obligations they have not identified.
Both exposures are entirely avoidable, and both are resolved at the same point: the moment before signature. The cost of reviewing a commission agreement properly is a small fraction of the commission at stake, and a very small fraction of the cost of litigating it afterwards.
At Bayraktar Attorneys, we act exclusively for foreign nationals in Turkey. We draft and review commission and intermediation agreements, advise on commission disputes for both principals and intermediaries, and act in proceedings for the recovery or defence of commission claims. If you are about to sign an intermediation agreement, or if a commission has been demanded from you that you consider unfounded, contact us for a confidential assessment.
This article is prepared for general information purposes and reflects the legal position as at the date of publication. The Real Estate Trade Regulation and the applicable commission caps are subject to periodic amendment, and the amounts and requirements should be confirmed at the time of the transaction. This article does not constitute legal advice and should not be relied upon without examination of the specific facts and the specific contract concerned.
