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 NINE – Mandate Relationships
DIVISION ONE – Mandate Contract
Article 502 – A. Definition
A mandate contract is a contract by which the agent undertakes to carry out an affair or perform an act for the principal.
The provisions relating to mandates also apply, to the extent appropriate to their nature, to contracts for the performance of services not regulated by this Code.
If provided for by the contract or customary practice, the agent is entitled to a fee.
Article 503 – B. Formation
If a person who is offered a mandate to carry out work has an official capacity to perform that work, or if performing the work falls within their profession, or if they have announced that they will accept such work, the mandate contract shall be deemed concluded unless that person immediately rejects the offer.
Article 504 – I. Scope of the mandate
If the scope of the mandate is not expressly specified in the contract, it shall be determined according to the nature of the affair to be carried out.
The mandate also includes, in particular, the authority to perform the legal acts necessary to carry out the affair undertaken by the agent.
Unless specifically authorized, the agent may not bring an action, enter into a settlement, refer a matter to arbitration, request bankruptcy, postponement of bankruptcy or a concordat (composition with creditors), incur an obligation under negotiable instruments, make a donation, act as a surety, transfer immovable property or encumber it with a right.
Article 505 – 1. Performance in accordance with instructions
The agent is obliged to comply with the principal’s express instructions. However, if it is not possible to obtain the principal’s permission, the agent may depart from the instructions in cases where it is clear that the principal would also have given permission if aware of the circumstances.
In other cases, if the agent departs from the instructions, the agent has not performed the obligations under the mandate, even if the affair has been carried out, unless the agent compensates for the resulting damage.
Article 506 – a. In general
The agent is obliged to perform the obligations under the mandate personally. However, the agent may have the affair performed by another person where authorized to do so or where circumstances make it necessary or customary practice permits.
The agent is obliged to conduct the affairs and services undertaken with loyalty and due care, having regard to the principal’s legitimate interests.
In determining the agent’s liability arising from the duty of care, the conduct required of a prudent agent undertaking affairs and services in a similar field shall be taken as the standard.
Article 507 – b. Where the affair is performed by a third party
If the agent has the affair performed by another person by exceeding the agent’s authority, the agent is liable for that person’s act as if the agent had performed it.
If the agent is authorized to appoint another agent, the agent is obliged only to exercise due care in selecting that person and giving instructions.
In either case, the principal may directly assert against the person appointed by the agent as a substitute the rights that the agent has against that person.
Article 508 – 3. Accounting
At the principal’s request, the agent is obliged to account for the affairs handled and to deliver to the principal what the agent has received in connection with the mandate.
The agent is also obliged to pay interest on money whose delivery to the principal the agent has delayed.
Article 509 – 4. Transfer of acquired rights to the principal
The agent’s claim against third parties arising from affairs handled in the agent’s own name and for the principal’s account passes automatically to the principal once the principal has performed all obligations owed to the agent.
In the event of the agent’s bankruptcy, the principal may also assert against the bankruptcy estate that this claim has passed to the principal.
The principal may request that movable property acquired by the agent in the agent’s own name and for the principal’s account be separated from the bankruptcy estate and delivered to the principal. The bankruptcy estate also benefits from the agent’s right of retention.
Article 510 – III. Obligations of the principal
The principal is obliged to reimburse, with interest, the expenses and advances made by the agent for the proper performance of the mandate and to release the agent from the obligations incurred.
The agent may request the principal to compensate for damage suffered as a result of performing the mandate. However, the principal may avoid this liability by proving that the principal was not at fault.
Article 511 – IV. Liability of joint principals and joint agents
Persons who jointly give a mandate to one person are jointly and severally liable to the agent.
Persons who jointly undertake a mandate are jointly and severally liable for its performance and, unless they have the right to delegate their authority to others, may bind the principal only through acts and transactions performed jointly.
Article 512 – 1. Unilateral termination
The principal and the agent may terminate the contract unilaterally at any time. However, a party that terminates the contract at an inappropriate time is obliged to compensate the other party for the resulting damage.
Article 513 – 2. Death, loss of capacity and bankruptcy
Unless otherwise understood from the contract or the nature of the affair, the contract terminates automatically upon the death, loss of capacity or bankruptcy of the agent or the principal. This provision also applies if either party is a legal person and that legal person’s existence ends.
If termination of the mandate endangers the principal’s interests, the agent or the agent’s heir or representative is obliged to continue performing the mandate until the principal, the principal’s heir or representative is able to handle the affairs personally.
Article 514 – II. Effects
The principal or the principal’s heirs are liable as if the contract were still in force for acts performed by the agent before learning that the contract had terminated.
DIVISION TWO – Letter of Credit and Credit Order
Article 515 – A. Letter of credit
A letter of credit is a document containing the mandate of the sender to the addressee to provide a specified person who will use the letter of credit with money and similar items in the amount requested by that person, up to a specified limit or without specifying a limit. A letter of credit is subject to the provisions on mandate contracts and remittance.
In a letter of credit issued without specifying a limit, if the person who will use the letter of credit makes an excessive request that is clearly inconsistent with the relationship between the persons concerned, the addressee must inform the sender of the circumstances and defer payment until a response is received.
The mandate granted by a letter of credit is valid only if accepted by the addressee for a specified amount.
Article 516 – I. Definition and form
Where a person has received and accepted an order to extend or renew credit to a third party in their own name and on their own account, under the liability of the person giving the credit order, the person giving the order shall be liable for the credit debt as a surety, unless the person to whom the credit order was given exceeds their authority. However, the person giving the order shall not be liable unless the credit order is in writing.
Article 517 – II. Incapacity of the beneficiary of the credit order
The person giving the credit order may not avoid liability towards the person to whom it was given by invoking the incapacity of the beneficiary of the credit order.
Article 518 – III. Granting of additional time by the person to whom the credit order was given
If the person to whom the credit order was given, on their own initiative, grants the beneficiary of the credit order additional time to pay, or, despite having been instructed to do so, neglects to make a claim against the beneficiary, the person giving the credit order shall be released from liability.
Article 519 – IV. Relationship between the parties
The provisions governing the relationship between a surety and the principal debtor shall apply to the relationship between the person giving the credit order and the beneficiary of the credit order.
DIVISION THREE – Brokerage Contract
Article 520 – A. Definition and form
A brokerage contract is a contract under which the broker undertakes to create an opportunity for the conclusion of a contract between the parties or to act as an intermediary in its conclusion, and becomes entitled to a wage if the contract is concluded.
As a rule, the provisions relating to mandate shall apply to brokerage contracts.
A brokerage contract concerning immovable property shall be invalid unless made in writing.
Article 521 – I. Time when entitlement arises
The broker shall be entitled to a wage only if a contract is concluded as a result of the broker’s activities.
If the contract concluded as a result of the broker’s activities is subject to a suspensive condition, the wage shall be paid if the condition is fulfilled.
If it has been agreed in the brokerage contract that the broker’s expenses will be reimbursed, those expenses shall be reimbursed even if the broker’s activities do not result in the conclusion of a contract.
Article 522 – II. Determination of the wage
If the wage has not been determined, it shall be paid according to the tariff or, in the absence of a tariff, according to custom.
Article 523 – III. Loss of the broker’s rights
If the broker, in breach of the obligation undertaken, acts in the interest of the other party, or obtains a promise of a wage from the other party contrary to the rules of good faith, the broker shall lose the rights to the wage and reimbursement of expenses.
Article 524 – IV. Marriage brokerage
No action may be brought and no enforcement proceedings may be initiated in respect of a wage arising from marriage brokerage.
Article 525 – V. Reduction of the wage
If an excessive wage has been agreed in the contract, it may, at the debtor’s request, be reduced by the judge in accordance with equity.
CHAPTER TEN – Management of Another’s Affairs Without Authority
Article 526 – I. Conduct of the affair
A person who conducts another person’s affair without authority is obliged to conduct it in the interest of the person whose affair it is and in accordance with that person’s presumed will.
Article 527 – II. Liability
A person conducting an affair without authority shall be liable for any negligence. However, if that person conducted the affair to avert harm or the risk of harm faced by the person whose affair it is, that person’s liability shall be assessed more leniently.
If the person conducting the affair did so despite an express or implied prohibition by the person whose affair it is, and that prohibition was not contrary to law or morality, the person shall also be liable for fortuitous events. However, the person shall be released from liability if they prove that the harm would have occurred as a result of the fortuitous event even if they had not conducted the affair.
Article 528 – III. Incapacity of the person conducting the affair
If the person conducting the affair lacks capacity to contract, that person shall be liable for the transaction carried out only to the extent enriched, or in the amount of the enrichment disposed of without good faith.
More extensive liability arising from torts is reserved.
Article 529 – I. Where the affair is conducted in the interest of the person whose affair it is
Where the affair is conducted in the interest of the person whose affair it is, that person shall be obliged to pay, with interest, all expenses that are necessary and useful in the circumstances, to perform the obligations undertaken by the person conducting the affair in connection with the affair, and to compensate for the damages assessed by the judge. This provision shall also apply to a person who, while conducting the affair, exercised the required care, even if the hoped-for result was not achieved.
If the person conducting the affair is unable to recover the expenses incurred, that person shall have a right of separation and removal in accordance with the provisions on unjust enrichment.
Article 530 – II. Where the affair is conducted in the interest of the person conducting it
The person whose affair it is shall be entitled to acquire the benefits arising from the conduct of the affair even if it was not conducted in that person’s interest; however, that person shall be obliged, to the extent enriched, to reimburse the expenses of the person conducting the affair and release that person from the obligations undertaken.
Article 531 – III. Where the affair is approved by the person whose affair it is
If the person whose affair it is approves the affair conducted, the provisions on mandate shall apply.