Entering into a business partnership in Türkiye can be a rewarding venture, especially for foreign investors seeking to expand their footprint in a dynamic and strategically located market. However, navigating the legal complexities of partnership formation requires careful planning and well-drafted legal documents. At Bayraktar Attorneys, we specialize in assisting foreign clients with every legal aspect of establishing a partnership in Türkiye — particularly the drafting of Partnership Agreements (Ortaklık Sözleşmesi).
Why You Need a Written Partnership Agreement in Türkiye
Although partnerships in Türkiye can be established through informal agreements, this leaves room for disputes and misinterpretations. A properly written and notarized partnership agreement provides legal clarity on each partner's duties, capital contributions, profit shares, dispute resolution methods, and termination clauses.
Under the Turkish Code of Obligations and the Turkish Commercial Code, written agreements are highly recommended — and sometimes required — especially when the business intends to operate as a collective, commandite, or ordinary partnership.
Key Clauses in a Turkish Partnership Agreement
A standard partnership agreement in Türkiye should include:
Partner Identification: Full details of the partners involved, including Turkish Identification or Foreign ID numbers.
Purpose of Partnership: The scope and purpose of the business venture.
Capital Contribution: Amount and form of capital each partner will contribute (cash, property, services, etc.).
Profit and Loss Sharing: Clear rules on how profits and losses will be distributed.
Management Rights: Who will have the authority to make decisions, represent the partnership, and manage daily operations.
Dispute Resolution: Arbitration clauses, governing law, and jurisdiction in case of disagreements.
Dissolution Terms: Conditions under which the partnership may be terminated and how assets will be distributed.
How Bayraktar Attorneys Assists You
At Bayraktar Attorneys, we offer comprehensive legal services for foreign nationals entering partnerships in Türkiye. Here’s how we support you at every stage:
1. Pre-Drafting Legal Consultation
We begin with a detailed consultation to understand your business goals, structure preferences, and the nationality of your prospective partners. This helps us determine whether an ordinary partnership, a limited partnership, or a joint stock company might be more suitable for your needs.
2. Customized Agreement Drafting
We draft bilingual (English-Turkish) partnership agreements tailored specifically to your business and partnership model. Our agreements meet both international best practices and Turkish legal requirements, reducing your exposure to future litigation or regulatory issues.
3. Due Diligence on Your Partner
Before entering any agreement, we conduct a legal background check on your Turkish partner or company — including company registry status, pending lawsuits, bankruptcy history, and any enforcement files — to minimize risk.
4. Notarization and Legalization
If needed, we arrange notarization and assist with apostille/legalization processes. We also ensure your agreement is enforceable in Turkish courts or through arbitration centers.
5. Ongoing Legal Support
We continue to provide legal assistance for any disputes, amendments, exit negotiations, or court representation in the event of a conflict.
Common Issues We Help Prevent
Foreign investors often underestimate the importance of clear exit clauses, profit distribution rules, or voting rights in their partnership agreements. Our law firm has represented multiple foreign clients who suffered financial loss due to vague or one-sided contracts. By working with us from the beginning, we can prevent:
Disputes over business control
Unclear capital or labor obligations
Loss of invested capital during partner exits
Tax or permit issues from informal partnership structures
Conclusion: Protect Your Investment with Bayraktar Attorneys
Türkiye offers significant business potential, but entering a partnership without clear legal boundaries is a risky move. Let Bayraktar Attorneys help you draft a legally sound, enforceable, and customized partnership agreement that protects your interests from day one.
Whether you are forming a tourism company, tech startup, restaurant, or joint real estate venture, our legal team is ready to assist.
