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 ONE – General Provisions
CHAPTER FOUR – Special Cases in Obligations
DIVISION ONE – Joint and Several Liability
Article 162
Joint and several liability arises if each of several debtors declares that they accept liability to the creditor for the entire obligation.
In the absence of such a declaration, joint and several liability arises only in cases provided for by law.
Article 163 – a. Liability of debtors
The creditor may demand performance of all or part of the obligation, at their discretion, from all the debtors or from only one of them.
The debtors’ liability continues until the entire obligation has been paid.
Article 164 – b. Defences of debtors
A joint and several debtor may raise against the creditor only those defences and objections arising from their personal relations with the creditor or from the cause or subject matter of the joint and several obligation.
If one of the joint and several debtors fails to raise common defences and objections, they are liable to the others.
Article 165 – c. Individual conduct of debtors
Unless otherwise provided by law or contract, one debtor may not, by their own conduct, worsen the position of the other debtors.
Article 166 – 2. Extinction of the obligation
If one of the debtors has extinguished all or part of the obligation by performance or set-off, the other debtors are released from the obligation to the same extent.
If one of the debtors has been released from the obligation without performing to the creditor, the other debtors may benefit from this only to the extent permitted by the circumstances or the nature of the obligation.
A release agreement made by the creditor with one of the debtors also releases the other debtors from the obligation in proportion to the released debtor’s share in the obligation in their internal relationship.
Article 167 – 1. Apportionment
Unless otherwise agreed or apparent from the nature of the legal relationship between the debtors, each debtor is liable to the others in equal shares for the performance made to the creditor.
A debtor who performs more than their share may claim the excess paid from the other debtors. In that case, the debtor may have recourse against each debtor only in proportion to their share.
The other debtors are obliged to bear equally any amount that cannot be recovered from one of the debtors.
Article 168 – 2. Subrogation to the creditor
Each debtor entitled to have recourse against the others is subrogated to the creditor’s rights to the extent of the amount they have performed.
If the creditor improves the position of one of the debtors to the detriment of the others, the creditor must bear the consequences.
Article 169 – B. Joint and several creditors
Joint and several creditor status arises where the debtor has granted each creditor the right to demand the entire obligation, or in cases specified by law.
By performing to one of the creditors, the debtor is released from the obligation towards all creditors.
Unless notified that one of the creditors has initiated enforcement proceedings or applied to a court, the debtor may perform to any creditor of their choice.
Unless otherwise agreed or apparent from the nature of the legal relationship between the creditors, each creditor has equal rights over the performance.
A creditor who obtains more than their share is obliged to pay the excess to the other creditors who have not received their shares.
DIVISION TWO – Conditions
Article 170 – I. General provisions
If the effectiveness of a contract is made dependent on an event whose occurrence is uncertain, the contract is subject to a suspensive condition.
Unless otherwise agreed, a contract subject to a suspensive condition takes effect only from the time the condition is fulfilled.
Article 171 – II. Position while the condition is pending
Until the condition is fulfilled, the debtor is obliged to refrain from any conduct that would prevent due performance of the obligation.
A creditor whose conditional right is endangered may take the measures available to creditors whose claims are not subject to a condition in order to protect their rights.
Acts of disposition made before fulfilment of the condition are invalid to the extent that they impair the effects of the condition.
Article 172 – III. Benefits obtained until fulfilment of the condition
If the thing constituting the subject matter of the obligation has been delivered to the creditor before fulfilment of the condition, and the condition is fulfilled, the creditor becomes entitled to the benefits obtained up to fulfilment of the condition.
If the condition is not fulfilled, the creditor is obliged to return the benefits obtained.
Article 173 – B. Resolutive condition
A contract whose termination is made dependent on an event whose occurrence is uncertain is subject to a resolutive condition.
The effects of a contract subject to a resolutive condition cease when the condition is fulfilled.
Unless otherwise agreed or apparent from the nature of the matter, termination does not have retroactive effect.
Article 174 – I. Fulfilment of the condition
Unless fulfilment of the condition requires conduct to be performed personally by one of the parties, that party’s heir may take their place in the event of their death.
Article 175 – II. Prevention contrary to the rules of good faith
If one of the parties prevents fulfilment of the condition contrary to the rules of good faith, the condition is deemed fulfilled.
If one of the parties ensures fulfilment of the condition contrary to the rules of good faith, the condition is deemed not fulfilled.
Article 176 – III. Prohibited conditions
If a condition is imposed for the purpose of ensuring an act or omission contrary to law or morality, the legal transaction subject to that condition is absolutely null and void.
DIVISION THREE – Earnest Money, Withdrawal Money and Contractual Penalty
Article 177 – A. Earnest money
A sum of money given by a person when a contract is made is deemed to have been given as evidence that the contract was made, and not as withdrawal money.
Unless otherwise agreed by contract or local custom, the earnest money is deducted from the principal claim.
Article 178 – B. Withdrawal money
If withdrawal money has been agreed, each party is deemed entitled to withdraw from the contract; in that case, if the party who gave the money withdraws, they forfeit the amount given, and if the party who received it withdraws, they must return twice the amount received.
Article 179 – 1. Relationship between the penalty and performance of the contract
If a penalty has been agreed for failure to perform a contract or for improper performance, the creditor may demand either performance of the obligation or performance of the penalty, unless otherwise apparent from the contract.
If the penalty has been agreed for failure to perform the obligation at the stipulated time or place, the creditor may demand performance of the penalty together with performance of the principal obligation, unless the creditor has expressly waived this right or accepted performance without reservation.
The debtor retains the right to prove that they are entitled to bring the contract to an end by rescission or termination through performance of the agreed penalty.
Article 180 – 2. Relationship between the penalty and loss
The agreed penalty must be performed even if the creditor has suffered no loss.
If the loss suffered by the creditor exceeds the amount of the agreed penalty, the creditor may not claim the excess unless they prove that the debtor was at fault.
Article 181 – 3. Forfeiture of partial performance
The provisions concerning contractual penalties also apply to contracts providing that, in the event of rescission, the part performed is retained by the creditor.
The provisions concerning sales by instalments are reserved.
Article 182 – II. Amount, invalidity and reduction of the penalty
The parties may freely determine the amount of the penalty.
If the principal obligation is invalid for any reason or, unless otherwise agreed, subsequently becomes impossible for a reason for which the debtor is not liable, performance of the penalty may not be demanded. The invalidity of the contractual penalty or its subsequent impossibility for a reason for which the debtor is not liable does not affect the validity of the principal obligation.
The judge reduces of their own motion any contractual penalty they consider excessive.
CHAPTER FIVE – Changes of Parties in Obligations
DIVISION ONE – Assignment of Receivables
Article 183 – 1. General provisions
Unless precluded by law, contract or the nature of the matter, the creditor may assign their claim to a third party without seeking the debtor’s consent.
A debtor may not invoke against a third party who acquired a claim in reliance on a written acknowledgement of an obligation that contains no prohibition on assignment the defence that it had been agreed that the claim could not be assigned.
Article 184 – 2. Form
The validity of an assignment of a claim depends on it being made in writing.
A promise to assign a claim is not subject to any form requirement.
Article 185 – II. Statutory or judicial assignment and its effect
If an assignment of a claim takes place by law or by court decision, it may be invoked against third parties without any special form or declaration of consent by the previous creditor.
Article 186 – 1. Performance in good faith
If the debtor has not been notified by the assignor or assignee that the claim has been assigned, the debtor is released by performing in good faith to the previous creditor or, if the claim has been assigned several times, to one of the previous assignees instead of the last assignee.
Article 187 – 2. Withholding performance and deposit
The debtor of a claim whose ownership is disputed may withhold performance and is released from the obligation by depositing the subject matter of the claim at a place designated by the judge.
If the debtor performs despite knowing that the claim is disputed, they are liable for the resulting consequences.
If the dispute that is the subject of the action has not yet been resolved by the court and the obligation is due, either party may compel the debtor to deposit the performance.
Article 188 – 3. Defences available to the debtor
The debtor may also raise against the assignee the defences they had against the assignor when they learned of the assignment.
The debtor may set off against the assigned claim a claim that was not due when they learned of the assignment, provided that it becomes due before or at the same time as the assigned claim.
Article 189 – II. Priority rights and transfer of ancillary rights
Upon assignment of the claim, priority rights and ancillary rights also pass to the assignee, except for those specific to the person of the assignor.
Accrued interest is deemed assigned together with the principal claim.
Article 190 – III. Delivery of instruments and documents and provision of information
The assignor is obliged to deliver to the assignee the instrument evidencing the claim and any other evidentiary documents in their possession, and to provide the information necessary for the assignee to assert the claim.
Article 191 – 1. General provisions
If a claim is assigned in return for consideration, the assignor warrants, at the time of assignment, that the claim exists and that the debtor is solvent.
If a claim is assigned without consideration or passes to another person by law, the assignor or previous creditor is not liable for the existence of the claim or the debtor’s solvency.
Article 192 – 2. Assignment for performance
If the creditor assigns their claim for the purpose of performance of the obligation but does not specify the amount to be credited against the obligation, the assignee must credit against their own claim only the amount received from the debtor or the amount they could have received had they exercised due care.
Article 193 – 3. Scope of liability
The assignee may make the following claims against the assignor who is liable under the warranty:
1. Return of the counter-performance they made, together with interest.
2. The expenses caused by the assignment.
3. The expenses arising from unsuccessful efforts made to obtain from the debtor the claim acquired by assignment.
4. Any other loss suffered, unless the assignor proves absence of fault.
Article 194 – C. Reservation of special provisions
Provisions enacted by law specifically for the assignment of certain rights are reserved.
DIVISION TWO – Assumption of an Obligation
Article 195 – A. Internal Assumption Contract
A person who enters into an internal assumption contract with the debtor undertakes to release the debtor from the obligation by performing it personally or by assuming it with the creditor’s consent.
The debtor may not require the other party to perform its obligation until the debtor has performed the obligations arising from the internal assumption contract.
If the debtor has not been released from the obligation, the debtor may request security from the other party.
Article 196 – I. Offer and Acceptance
The debtor is replaced by a new debtor and released from the obligation by a contract between the person assuming the obligation and the creditor.
Notification to the creditor of the internal assumption contract by the person assuming the obligation, or by the debtor with that person’s permission, constitutes an offer to conclude an external assumption contract.
The creditor’s acceptance may be express or implied. If the creditor accepts performance by the person assuming the obligation without reservation, or consents to any other act performed by that person in the capacity of debtor, the creditor is deemed to have accepted the assumption of the obligation.
Article 197 – II. Binding Nature of the Offer
The offer to assume the obligation may be accepted by the creditor at any time. However, the person assuming the obligation or the former debtor may set a time limit for acceptance. If the creditor remains silent until that time limit expires, the offer is deemed rejected.
If a new internal assumption contract is concluded before the creditor accepts the offer and an offer is made to the creditor in respect of this second assumption, the person who made the first offer is released from being bound by it.
Article 198 – I. Accessory Rights and Obligations
Even if the debtor changes, the creditor’s accessory rights, except those specific to the debtor’s person, remain reserved.
However, the liability of a third party who has provided a pledge as security for the obligation and that of a surety continue only if they give written consent to the assumption of the obligation.
Article 199 – II. Defences
The right to raise defences relating to the assumed obligation passes to the new debtor.
Unless otherwise understood from the external assumption contract, the new debtor may not raise against the creditor personal defences that the former debtor could have raised.
The new debtor may not raise against the creditor defences arising from the internal assumption contract.
Article 200 – D. Invalidity of the Contract
If the external assumption contract becomes invalid, the former obligation continues to exist together with all its accessory obligations, without prejudice to the rights of third parties acting in good faith.
Furthermore, unless the person assuming the obligation proves that no fault can be attributed to them in the contract becoming invalid and the creditor suffering loss, the creditor may claim from that person compensation for loss suffered because of the loss of security previously provided or for any other reason.
Article 201 – E. Accession to an Obligation
Accession to an obligation is a contract between the acceding party and the creditor, by which the acceding party joins an existing obligation alongside the debtor and becomes liable for the obligation together with the debtor.
The party acceding to the obligation and the debtor are jointly and severally liable to the creditor.
Article 202 – F. Transfer of Assets or an Enterprise
A person who takes over an estate or an enterprise, including its assets and liabilities, becomes liable to creditors for the debts of the estate or enterprise from the date on which that person notifies the creditors or announces the takeover by a notice published, for commercial enterprises, in the Trade Registry Gazette and, for others, in a newspaper distributed throughout Türkiye.
However, the former debtor remains jointly and severally liable with the transferee for a period of two years. For debts that are due, this period begins on the date of notification or announcement; for debts that become due later, it begins on the date they become due.
The consequences of assuming obligations in this manner are identical to those arising from an external assumption contract.
The two-year period provided for in the second paragraph does not begin to run until the transferee has fulfilled the obligation to notify or announce the transfer.
Article 203 – G. Merger and Change of Form of Enterprises
If an enterprise is merged with another enterprise by the reciprocal transfer of assets and liabilities or by one joining the other, the creditors of both enterprises have the rights arising from the transfer of an estate and may collect all their claims from the new enterprise.
The same provision applies to the debts of an enterprise belonging to a single person that is converted into a collective or limited partnership.
Article 204 – H. Special Provisions Reserved
Special provisions concerning the assumption of obligations in the division of an inheritance and the transfer of mortgaged immovable property are reserved.
DIVISION THREE – Transfer of a Contract and Accession to a Contract
Article 205 – A. Transfer of a Contract
The transfer of a contract is an agreement between the transferee, the transferor and the party remaining under the contract, by which all the transferor’s rights and obligations, together with the transferor’s status as a party to the contract, pass to the transferee.
An agreement between the transferee and the transferor, based on prior consent given by the other party remaining under the contract or subsequently approved by that party, is also subject to the provisions on the transfer of a contract.
The validity of the transfer of a contract is subject to the form of the transferred contract.
Cases of succession arising by law and other special provisions are reserved.
Article 206 – B. Accession to a Contract
Accession to a contract is an agreement between the acceding party and the parties to an existing contract, by which the acceding party joins one of the parties and, together with the party joined, acquires that party’s rights and obligations.
Unless otherwise agreed in the agreement, the acceding party and the party joined are jointly and severally creditors and debtors vis-à-vis the other party to the contract.
The validity of accession to a contract is subject to the form of the contract to which accession is made.