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 TWO – Provisions of the Obligational Relationship
DIVISION ONE – Performance of Obligations
Article 83 – I. No obligation of personal performance
Unless the creditor has an interest in the obligation being performed personally by the debtor, the debtor is not obliged to perform it personally.
Article 84 – 1. Partial performance
If the entire obligation is certain and due, the creditor may refuse partial performance.
If the creditor accepts partial performance, the debtor may not refuse to perform the part of the obligation acknowledged by the debtor.
Article 85 – 2. Indivisible obligation
If an indivisible obligation has more than one creditor, each creditor may demand performance of the obligation to all creditors. The debtor is obliged to perform to all the creditors jointly.
If an indivisible obligation has more than one debtor, each debtor is obliged to perform the entire obligation.
Unless the circumstances indicate otherwise, the debtor who performs is subrogated to the creditor and may claim their receivable from the other debtors in proportion to their shares.
Article 86 – 3. Generic obligation
In generic obligations, unless the legal relationship and the nature of the matter indicate otherwise, the choice of performance belongs to the debtor. However, the performance chosen by the debtor may not be below average quality.
Article 87 – 4. Alternative obligation
In alternative obligations, unless the legal relationship and the nature of the matter indicate otherwise, the choice among the performances belongs to the debtor.
Article 88 – 5. Interest
If the annual interest rate applicable to an obligation to pay interest has not been agreed in the contract, it shall be determined in accordance with the legislation in force on the date the obligation to pay interest arose.
The annual interest rate to be agreed by contract may not exceed by more than fifty percent the annual interest rate determined under the first paragraph.
Article 89 – B. Place of performance
The place of performance of an obligation shall be determined according to the express or implied intentions of the parties. In the absence of an agreement to the contrary, the following provisions apply:
1. Monetary obligations shall be performed at the creditor’s domicile at the time of payment,
2. Obligations to deliver specific things shall be performed at the place where the subject matter of the obligation was located when the contract was concluded,
3. All other obligations shall be performed at the debtor’s domicile at the time they arose,
If, after an obligation that must be performed at the creditor’s domicile has arisen, performance has become substantially more difficult because the creditor changed their domicile, the obligation may be performed at the creditor’s former domicile.
Article 90 – I. Obligation not subject to a time period
Unless the time of performance has been agreed by the parties or follows from the nature of the legal relationship, every obligation becomes due when it arises.
Article 91 – 1. Due date for periods relating to a month
If the beginning or end of a month is specified for performance of an obligation, this means the first or last day of the month; if the middle of the month is specified, this means the fifteenth day of the month.
If only a month is specified for performance of an obligation, without specifying a day, this means the last day of that month.
Article 92 – 2. Due date for other periods
If an obligation or any duty incumbent on one of the parties is to be performed at the end of a specified period beginning with the conclusion of the contract, the time of performance shall be determined as follows:
1. A period specified in days expires at the end of its last day, without counting the day on which the contract was concluded. A period specified as eight or fifteen days means exactly eight or fifteen days, not one or two weeks.
2. A period specified in weeks expires on the day of the last week that corresponds by name to the day on which the contract was concluded.
3. A period specified in months, or as a period comprising more than one month, such as a year, half-year or quarter of a year, expires on the corresponding day of the last month to the day of the month on which the contract was concluded. If there is no corresponding day in the last month, the period is deemed to expire on the last day of that month.
4. A half-month means a period of fifteen days. The day on which a period specified as one or more months and a half-month expires shall be determined by adding fifteen days to the last month.
These rules also apply where the period begins to run from a time other than the conclusion of the contract.
The debtor is obliged to perform an obligation required to be performed within a specified period before that period expires.
Article 93 – 3. Holidays
If the time of performance or the last day of a period falls on a day recognised as a holiday by law, it automatically carries over to the first following day that is not a holiday.
An agreement to the contrary is valid.
Article 94 – III. Performance during business hours
An obligation shall be performed and accepted during customary business hours.
Article 95 – IV. Extension of a period
If a period is extended, the new period begins on the first day following the end of the previous period, unless otherwise agreed.
Article 96 – V. Early performance
Unless it is apparent from the provisions or nature of the contract, or from the circumstances, that the parties intended otherwise, the debtor may perform before the period expires. However, unless permitted by law, contract or custom, the debtor may not make a deduction on account of early performance.
Article 97 – 1. Order of performance
A party demanding performance of a contract imposing reciprocal obligations must have performed or offered to perform their own obligation, unless, according to the terms and nature of the contract, they are entitled to perform later.
Article 98 – 2. Inability to perform
In a contract imposing reciprocal obligations, if one party becomes unable to perform their obligation, and in particular if they become bankrupt or attachment proceedings against them prove fruitless, and the other party’s right is thereby endangered, that party may withhold performance of their own obligation until performance of the counter-obligation is secured.
The party whose right is endangered may also withdraw from the contract if the requested security is not provided within a reasonable period.
Article 99 – I. In the currency of the country
An obligation whose subject matter is money shall be paid in the currency of the country.
If payment in a currency other than the currency of the country has been agreed, the obligation may also be paid in the currency of the country at the prevailing exchange rate on the payment date, unless the contract provides for payment in that currency itself or contains wording to that effect.
If an obligation is denominated in a currency other than the currency of the country, and the contract does not provide for payment in that currency itself or contain wording to that effect, then, if the obligation is not paid on the payment date, the creditor may request payment of the receivable either in that currency itself or in the currency of the country at the prevailing exchange rate on the due date or the actual payment date.
Article 100 – 1. In the case of partial payment
If the debtor is not late in paying interest or expenses, they have the right to deduct a partial payment from the principal obligation. No agreement to the contrary may be made.
If the creditor has received a suretyship, pledge or other security for part of the receivable, the debtor is not entitled to allocate a partial payment to the secured or better-secured part.
Article 101 – a. According to notification by the debtor and creditor
A debtor who has multiple obligations may notify the creditor on the payment date which of those obligations they intend to pay.
If the debtor gives no notification, the payment shall be deemed to have been made for the obligation indicated by the creditor in the receipt, unless the debtor immediately objects to it.
Article 102 – b. According to law
If no legally valid declaration is made or the receipt contains no specification, the payment shall be deemed to have been made for an obligation that is due. If more than one obligation is due, the payment shall be deemed to have been made for the obligation first pursued against the debtor. If no proceedings have been initiated, the payment shall be deemed to have been made for the obligation that fell due first.
If more than one obligation fell due at the same time, the payment shall be apportioned proportionally; if none of the obligations has fallen due, the payment shall be deemed to have been made for the least secured obligation.
Article 103 – 1. Debtor’s right
A debtor who has paid the debt may request a receipt and, if the entire debt has been paid, the return or cancellation of the debt instrument relating to it.
If the entire debt has not been paid, or the debt instrument also gives the creditor other rights, the debtor may request only a receipt and that the payment be noted on the debt instrument.
Article 104 – 2. Effects
If the creditor has issued a receipt for one of the periodic performances, such as interest or rent, without stating any reservation, performances for previous periods shall also be deemed to have been performed.
If the creditor has issued a receipt for the entire principal, it is presumed that the interest has also been received.
If the debt instrument has been returned to the debtor, the debt shall be deemed extinguished.
Article 105 – 3. Inability to return the instrument
If the creditor claims to have lost the debt instrument, they are obliged, at the debtor’s request, to provide, at the time of payment, an officially drawn up or duly certified document showing the cancellation of the debt instrument and that the debt has been extinguished.
The provisions concerning the cancellation of negotiable instruments are reserved.
Article 106 – I. Conditions
A creditor to whom performance of an obligation to do or to give has been duly offered is in default if, without just cause, they refuse to accept it or to perform the preparatory acts required of them to enable the debtor to perform the obligation.
If a creditor is in default in relation to one of the joint and several debtors, they are also in default in relation to the others.
Article 107 – a. Right to deposit
If the creditor is in default, the debtor may discharge the obligation by depositing the thing to be delivered, at the creditor’s risk and expense.
The judge at the place of performance shall determine the place of deposit. However, commercial goods may also be deposited in a warehouse without a court order.
Article 108 – b. Right to sell
If the nature of the thing that is the subject matter of the contract or the circumstances make it unsuitable for deposit, or if the thing to be delivered is perishable or its maintenance, preservation or deposit entails considerable expense, the debtor may, with the judge’s permission and provided that prior notice has been given to the creditor, have it sold by public auction and deposit the proceeds.
If the thing to be delivered is listed on an exchange, has a market price, or has a low value relative to the expense involved, it is not necessary for the sale to be by public auction, and the judge may permit the sale without requiring prior notice.
Article 109 – c. Withdrawal of the thing deposited
The debtor may withdraw the thing deposited unless the creditor has declared that they accept it or the deposit has resulted in the release of a pledge.
When the deposited thing is withdrawn, the receivable continues to exist together with all its ancillary rights.
Article 110 – 2. Other obligations
If the subject matter of the obligation does not require delivery of a thing, in the event of the creditor’s default the debtor may withdraw from the contract in accordance with the provisions concerning the debtor’s default.
Article 111 – F. Other impediments to performance
If, through no fault of the debtor, the obligation cannot be performed to the creditor or their representative because of uncertainty as to who owns the receivable or as to the creditor’s identity, or for another personal reason attributable to the creditor, the debtor may exercise the right to deposit or withdraw from the contract, as in the event of the creditor’s default.
DIVISION TWO – Consequences of Non-Performance of Obligations
Article 112 – 1. In general
If an obligation is not performed at all or is not duly performed, the debtor is obliged to remedy the damage thereby arising to the creditor, unless the debtor proves that no fault can be attributed to them.
Article 113 – 2. Obligations to do and not to do
If an obligation to do is not performed by the debtor, the creditor may request permission to have the performance carried out by the creditor or another person, at the debtor’s expense; the right to claim all forms of reparation is reserved.
A debtor who acts contrary to an obligation not to do is obliged to remedy the damage caused by that breach.
The creditor may also request that the situation contrary to the obligation be eliminated, or that the creditor be authorised to do so at the debtor’s expense.
Article 114 – 1. In General
The debtor is liable for every kind of fault in general. The scope of the debtor’s liability shall be determined according to the special nature of the matter. In particular, if the matter provides no benefit to the debtor, liability shall be assessed more leniently.
The provisions concerning liability in tort shall also apply by analogy to cases of breach of contract.
Article 115 – 2. Agreement on Exemption from Liability
An agreement made in advance providing that the debtor shall not be liable for gross fault is absolutely null and void.
Any agreement made in advance by the debtor providing that the debtor shall not be liable for any obligation arising from an employment contract with the creditor is absolutely null and void.
Where a service, profession or craft requiring expertise may be carried out only with a permit granted by law or by the competent authorities, an agreement made in advance providing that the debtor shall not be liable for slight fault is absolutely null and void.
Article 116 – 3. Liability for Acts of Auxiliary Persons
Even if the debtor has lawfully entrusted performance of the obligation or exercise of a right arising from an obligation relationship to auxiliary persons, such as persons living with the debtor or persons employed by the debtor, the debtor is obliged to compensate for damage they cause to the other party while carrying out the work.
Liability arising from the acts of auxiliary persons may be wholly or partially excluded by an agreement made in advance.
Where a service, profession or craft requiring expertise may be carried out only with a permit granted by law or by the competent authorities, an agreement providing that the debtor shall not be liable for the acts of auxiliary persons is absolutely null and void.
Article 117 – I. Conditions
The debtor of a due obligation falls into default upon notice from the creditor.
Where the day on which the obligation is to be performed has been fixed jointly, or has been fixed by one of the parties by giving due notice on the basis of a right reserved in the contract, the debtor falls into default upon expiry of that day; in the case of a tort, on the date the act was committed, and in the case of unjust enrichment, on the date the enrichment occurred. However, where the person unjustly enriched is in good faith, notice is required for default.
Article 118 – a. Compensation for Delay
The debtor in default is obliged to compensate for the damage suffered by the creditor due to late performance of the obligation, unless the debtor proves that the debtor was not at fault in falling into default.
Article 119 – b. Liability for an Unforeseen Event
The debtor in default is liable for damage arising from an unforeseen event.
The debtor may be released from this liability by proving that the debtor was not at fault in falling into default or that the unforeseen event would have damaged the subject matter of performance even if the debtor had performed the obligation on time.
Article 120 – a. In General
If the annual rate of default interest to be applied has not been agreed in the contract, it shall be determined in accordance with the legislative provisions in force on the date the obligation to pay interest arose.
The annual rate of default interest agreed by contract may not exceed twice the annual interest rate determined pursuant to the first paragraph.
If a contractual interest rate has been agreed but no default interest has been agreed in the contract, and the annual contractual interest rate exceeds the interest rate specified in the first paragraph, the contractual interest rate shall apply to default interest.
Article 121 – b. Default Interest on Interest, Annuities and Donations
A debtor who falls into default in paying an interest or annuity obligation, or an amount of money the debtor has donated, is obliged to pay default interest beginning on the day enforcement proceedings are initiated or an action is brought.
Agreements made to the contrary are subject to the provisions on penalty clauses.
No further default interest may be charged on default interest.
Article 122 – 3. Excess Damage
If the creditor has suffered damage exceeding the default interest, the debtor is also obliged to compensate for that damage unless the debtor proves that there was no fault on the debtor’s part.
If the amount of damage exceeding the default interest can be determined in the pending action, the judge shall, at the claimant’s request, also rule on the amount of that damage when deciding on the merits.
Article 123 – a. Granting a Period
In contracts imposing reciprocal obligations, if one of the parties falls into default, the other may grant an appropriate period for performance of the obligation or request the judge to grant an appropriate period.
Article 124 – b. Cases Where No Period Need Be Granted
No period need be granted in the following cases:
1. If it is clear from the debtor’s circumstances or conduct that granting a period would be ineffective.
2. If, as a result of the debtor’s default, performance of the obligation has become useless to the creditor.
3. If it is clear from the contract that performance will no longer be accepted if the obligation is not performed at a specific time or within a specific period.
Article 125 – c. Optional Rights
If the debtor in default has not performed the obligation within the period granted, or if a case in which no period need be granted applies, the creditor is always entitled to demand performance of the obligation and compensation for delay.
The creditor may also, by immediately declaring that the creditor waives the right to demand performance of the obligation and compensation for delay, claim compensation for the damage arising from non-performance of the obligation or withdraw from the contract.
In the event of withdrawal from the contract, the parties are released from their reciprocal obligations to perform and may claim restitution of performances already rendered. In that case, unless the debtor proves that the debtor was not at fault in falling into default, the creditor may also claim compensation for the damage suffered because the contract became ineffective.
Article 126 – d. In Contracts for Continuous Performance
In contracts for continuous performance whose performance has commenced, in the event of the debtor’s default, the creditor may demand performance and compensation for delay or terminate the contract and claim compensation for the damage suffered because the contract ended before its term.
DIVISION THREE – Effects of Obligations on Third Parties
Article 127 – A. Subrogation to the Creditor
A third party who performs an obligation to the creditor is subrogated to the creditor’s rights to the extent of the performance in the following cases:
1. If the third party releases from a pledge an item pledged for another person’s debt and has ownership or another right in rem over that item.
2. If, before performance, the debtor notifies the creditor that the third party performing to the creditor will be subrogated to the creditor’s rights.
The statutory provisions concerning other cases of subrogation are reserved.
Article 128 – B. Undertaking the Act of a Third Party
A person who undertakes to another person the act of a third party is obliged to compensate for the damage arising from the non-performance of that act.
In an undertaking made for a specific period, it may be agreed that the liability of the person giving the undertaking shall cease if that person is not requested in writing to perform by the end of the period.
Article 129 – I. In General
A person who contracts in that person’s own name may demand that performance be made to a third party if that person has had an obligation to perform for the benefit of a third party included in the contract.
The third party or the third party’s successors in title may also demand performance if this accords with the parties’ intention or with custom and usage. In that case, after the third party or those successors have notified the debtor that they wish to exercise this right, the creditor may neither release the debtor nor alter the nature or scope of the obligation.
Article 130 – II. In Liability Insurance
If a person employing another person has taken out insurance to secure that person’s legal liability toward the person employed, the rights arising from the insurance belong directly to the employee.
However, the insurance compensation payable to the employee shall be deducted from the compensation payable under the general provisions.
The statutory provisions concerning other liability insurance are reserved.