Unofficial English translation for information only. In case of discrepancy, the Turkish text prevails. This translation is not legal advice.
Turkish source: Law No. 6098, Official Gazette 04/02/2011, No. 27836. Turkish text as published on mevzuat.gov.tr, checked on 26 October 2026: https://www.mevzuat.gov.tr/mevzuat?MevzuatNo=6098&MevzuatTur=1&MevzuatTertip=5
PART TWO – Special Obligational Relationships
CHAPTER ELEVEN – Commission Contract
Article 532 – I. Definition
A commission agency for purchase or sale is a contract under which the commission agent, in return for a wage, undertakes the purchase or sale of negotiable instruments and movable property in the commission agent’s own name and on the principal’s account.
Subject to the provisions of this Chapter, the provisions on mandate shall apply to commission contracts.
Article 533 – 1. Duty to inform and insure
The commission agent is obliged to inform the principal about the business conducted and, in particular, to notify the principal immediately that the instructions have been carried out.
Unless instructed by the principal, the commission agent is not obliged to insure the things that are the subject of the contract.
Article 534 – 2. Duty of care
If goods sent to the commission agent for sale are manifestly defective, the commission agent is obliged to take the necessary steps to protect the principal’s rights against the carrier, have the damage assessed, protect the goods as far as possible, and inform the principal immediately; otherwise, the commission agent shall be liable for damage arising from any negligence.
If goods sent for sale are liable to deteriorate quickly, the commission agent is obliged to sell them, provided that the principal is informed immediately.
Article 535 – 3. Price determined by the principal
A commission agent who sells goods below the price determined by the principal shall be obliged to compensate for the difference between the determined price and the sale price, unless the commission agent proves that the principal would have suffered greater damage had the goods not been sold and that the circumstances did not permit obtaining further instructions. In addition, if at fault, the commission agent shall also be liable for other damage suffered by the principal as a result of acting contrary to the instructions.
A commission agent who buys goods below the price determined by the principal or sells them above that price may not retain the resulting difference.
Article 536 – 4. Sale on credit and payment without taking delivery
If, without the principal’s permission, the commission agent sells goods on credit or pays the price without taking delivery of the goods, the commission agent shall bear the resulting damage. However, unless prohibited by the principal, the commission agent may also sell the goods on credit in accordance with commercial custom at the place of sale.
Article 537 – 5. Guarantee by the commission agent
Except where the commission agent sells goods on credit without authority, the commission agent shall not be liable for the failure of debtors with whom the commission agent transacts to pay or perform their other obligations. However, the commission agent shall be liable if the commission agent has expressly given a guarantee or if commercial custom at the place where the commission agent operates so requires.
A commission agent who gives a guarantee shall be entitled to claim separate remuneration for it.
Article 538 – 1. Monies paid and expenses incurred
The commission agent may claim all expenses incurred and monies paid for the principal’s benefit, together with interest.
The commission agent may charge storage and transportation costs to the principal’s account, but may not charge the wages of the commission agent’s own employees.
Article 539 – a. Right to claim
The commission agent may claim payment of remuneration upon performing the assigned task, and may also claim it where the task was not performed for a reason attributable to the principal.
If the task cannot be performed for other reasons, the commission agent may claim only the compensation for the work performed, as determined according to local custom.
Article 540 – b. Forfeiture
If the commission agent acts contrary to the rules of good faith towards the principal, in particular by reporting a higher price than the purchase price or a lower price than the sale price, the commission agent shall forfeit the right to remuneration.
If the price is reported as different from the price actually obtained, the principal shall have the right to treat the commission agent as the buyer or seller of the goods sold at the price actually obtained.
Article 541 – 3. Right of retention
The commission agent has a right of retention over the price of the goods sold and the goods purchased.
Article 542 – 4. Sale of goods by public auction
If the goods entrusted to the commission agent cannot be sold, or the sale order is revoked, and the principal is excessively delayed in taking back the goods or taking another action concerning them, the commission agent may, upon obtaining a decision from the court at the place where the goods are located, have the goods sold by public auction. However, if the goods are listed on an exchange, have a market price, or are of low value relative to the costs to be incurred, the judge may also order the sale to be carried out by another means.
If neither the principal nor the principal’s representative is present at the place where the goods are located, the decision on sale may also be given without hearing the principal.
Except where the goods are rapidly losing value, the court must notify the principal of the place and time of the auction.
Article 543 – a. Price and remuneration
A commission agent authorised to sell or purchase bills of exchange, promissory notes, cheques or other negotiable instruments, or commercial goods, listed on an exchange or having a market price may, unless otherwise instructed by the principal, sell the commission agent’s own goods instead of purchasing the goods, or purchase for the commission agent’s own account the goods to be sold. In such cases, the values at the time when the commission agent transacts with themself shall be taken as the basis; the commission agent shall also be entitled, even in these cases, to claim the remuneration and expenses customary in commission business.
The commission agent must notify the principal on the same day that such a transaction has been carried out.
In other cases, the provisions on sale shall apply.
Article 544 – b. Deemed to have transacted with oneself
If, in circumstances where the commission agent could have become the buyer or seller directly, the commission agent informs the principal that the mandate has been performed without identifying the other party to the contract, the commission agent shall be deemed to have transacted with themself.
Article 545 – c. Lapse of the right to transact with oneself
The commission agent’s right to transact with themself shall lapse when notice that the principal has revoked the mandate reaches the commission agent. However, this provision shall not apply if, before receiving that notice, the commission agent has sent notification that the transaction was carried out.
Article 546 – B. Other commission business
Commission business concerning movable property to be manufactured using materials supplied by the party commissioning the work shall be subject to the provisions on commission agency for purchase and sale, even if the goods are not fungible.
The provisions of this Chapter shall also apply to a commission agent for purchase and sale who undertakes, for remuneration, business that does not qualify as commission agency for purchase or sale, in the commission agent’s own name and on the principal’s account, and to a merchant who occasionally undertakes commission business without making it the merchant’s profession.
The special provisions concerning freight forwarding commission business are reserved.
CHAPTER TWELVE – Commercial Representatives, Commercial Agents and Other Merchant Assistants
Article 547 – I. Definition and grant of authority
A commercial representative is a person expressly or impliedly authorised by the owner of an enterprise to manage the commercial enterprise and to represent the owner, under the trade name and with authority to represent the enterprise commercially, in transactions relating to the enterprise.
The owner of the enterprise is obliged to register the grant of authority to act as a commercial representative with the trade registry; however, the owner’s liability for the acts of the commercial representative is not conditional on such registration having been made.
Article 548 – II. Scope of representative authority
A commercial representative shall be deemed authorised, in relation to third parties acting in good faith, to assume negotiable instrument obligations in the name of the owner of the enterprise and to carry out, in that owner’s name, all transactions within the purpose of the enterprise.
Unless expressly authorised, a commercial representative may not transfer immovable property or encumber it with a right.
Article 549 – III. Restriction of representative authority
Representative authority may be restricted to the affairs of a branch.
Representative authority may also be restricted by requiring the joint signatures of more than one person. In that case, the signature of one of the representatives without the participation of the others shall not bind the owner of the enterprise.
The above restrictions on representative authority shall have no effect against third parties acting in good faith unless registered with the trade registry.
Other restrictions on representative authority may not be invoked against third parties acting in good faith, even if they have been registered.
Article 550 – IV. Termination of representative authority
Even if the grant of representative authority has not been registered with the trade registry, its termination shall be registered.
Until the termination of representative authority is registered with and announced by the trade registry, that authority shall remain effective in relation to third parties acting in good faith.
Article 551 – B. Commercial agent
A commercial agent is a person authorised by the owner of a commercial enterprise to manage the enterprise or conduct some of its affairs without being granted authority to act as a commercial representative.
This authority covers all customary transactions of the enterprise. However, unless expressly authorised, a commercial agent may not borrow money or similar items, assume negotiable instrument obligations, bring an action, or pursue an action already brought.
Article 552 – C. Other merchant assistants
Employees or service staff of commercial enterprises engaged in wholesale, semi-wholesale or retail sales are authorised to carry out the following transactions unless written notice to the contrary has been posted within the commercial enterprise in a place where customers can easily see it and in a form they can easily read:
1. Carry out all customary sales transactions of the commercial enterprise.
2. Sign invoices concerning transactions for which they are authorised.
3. Make, in the name of the owner of the enterprise, notices or other statements concerning the performance or non-performance, or defective performance, of obligations arising from customary transactions of the commercial enterprise; and accept, on behalf of the commercial enterprise, such notices or other statements, in particular notices of defects concerning goods delivered in connection with a customary transaction.
Employees or service staff of commercial enterprises engaged in wholesale, semi-wholesale or retail sales may not demand or collect sale prices outside the enterprise, or within it where cashiers have been appointed, unless authorised in writing. Where authorised to collect sale prices, these persons are also authorised to mark invoices as paid or issue receipts.
Article 553 – D. Non-competition obligation
Commercial representatives, commercial agents or other merchant assistants who manage all the affairs of an enterprise or are in the service of its owner may not, without the owner’s permission, directly or indirectly conduct, on their own behalf or on behalf of a third party, a business of the kind conducted by the enterprise, nor may they have such transactions conducted by third parties on their own behalf.
If they act contrary to this, the owner of the enterprise may, without prejudice to the rights arising from the legal relationship between them, claim compensation for the damage suffered or, instead, claim that transactions which the commercial representative, commercial agent or other merchant assistant conducted on their own account or caused third parties to conduct on their own account be deemed to have been conducted on the owner’s account, and that the wages received for those transactions be paid to the owner or that the claim arising from those transactions be assigned to the owner.
Article 554 – E. Termination of the authority of commercial representatives, commercial agents and other merchant assistants
The owner of the enterprise may revoke the authority of commercial representatives, commercial agents and other merchant assistants at any time, without prejudice to the rights arising from service, agency, partnership or similar contracts between them.
The loss of the owner’s capacity to act or the owner’s death does not terminate the authority of commercial representatives, commercial agents and other merchant assistants.
CHAPTER THIRTEEN – Remittance
Article 555 – A. Definition
A remittance is a legal transaction by which the remitter authorises the remittance payer to deliver money, negotiable instruments or other fungible goods to the remittance payee on the remitter’s account, and authorises the remittance payee to accept them in the payee’s own name.
Article 556 – I. Relationship between the remitter and the remittance payee
If the remittance is made for the purpose of performing the remitter’s obligation to the remittance payee, that obligation is extinguished only when the remittance payer performs it.
If the remittance payee, having accepted the remittance and applied to the remittance payer, has not obtained satisfaction of the claim within the period specified in the remittance, the payee may assert that claim again against the remitter.
If the remittance payee, who is the creditor, does not wish to accept the remittance, the payee must notify the remitter, who is the debtor, without delay; otherwise, the payee is liable to compensate for the resulting damage.
Article 557 – II. Obligation of the remittance payer
If the remittance payer notifies the remittance payee, without reservation, that the payer accepts the remittance, the payer is obliged to perform and may raise against the payee only defences arising from the relationship between them or from the content of the remittance; the payer may not raise defences arising from the relationship between the remitter and the payer.
If the remittance payer is indebted to the remitter, the payer is obliged to perform the obligation to the remittance payee if doing so does not impose a greater burden than performance to the remitter. In this case, unless otherwise agreed between the remitter and the payer, the payer need not notify the remittance payee, before performance, that the payer accepts the remittance.
Article 558 – III. Notice in case of non-performance
If, despite the remittance payee’s request, the remittance payer refuses to perform or declares in advance that the payer will not perform the subject matter of the remittance, the payee must notify the remitter without delay; otherwise, the payee is liable for the damage the remitter suffers as a result.
Article 559 – C. Revocation
The remitter may revoke at any time the authority given to the remittance payee. However, the remitter may not revoke authority given for the benefit of the remittance payee, particularly for the purpose of enabling the payee to obtain satisfaction of the claim.
The remitter may revoke the authority given to the remittance payer until the payer notifies the remittance payee that the payer accepts the remittance.
If the remitter becomes bankrupt, a remittance that has not yet been accepted terminates automatically.
Article 560 – D. Remittance concerning negotiable instruments
The provisions of this Chapter apply to written remittances made for the purpose of paying to the bearer a claim embodied in a negotiable instrument. In this case, each bearer is deemed to be the remittance payee in relation to the remittance payer. By contrast, rights specific to the relationship between the remitter and the remittance payee arise only between the assignor and the assignee of the claim.
Special provisions concerning cheques and remittances such as bills of exchange are reserved.