Key Reasons Why International Investors Work with Turkish Lawyers

yazarı lawyerfbc

açık Kasım 28, 2025

Turkey has become a strategic hub for international capital, positioned at the crossroads of Europe, Asia and the Middle East. Foreign direct investment flows into sectors such as real estate, energy, infrastructure, technology, logistics, manufacturing and financial services. However, the legal and regulatory environment is complex, dynamic and highly formalistic.

For this reason, international investors rarely rely solely on their home-country advisers. Instead, they engage Turkish lawyers who understand both the local legal framework and the expectations of foreign investors. Working with experienced Turkish counsel is not simply a matter of “translating” documents into Turkish. It is about shaping the entire investment strategy in a way that is lawful, enforceable and commercially sound in Turkey.

This article explains in detail why international investors work with Turkish lawyers, which areas they typically need support in, and how Turkish lawyers add value throughout the whole life-cycle of an investment—from market entry and corporate structuring to dispute resolution and exit.

1. Understanding Turkey’s Legal and Investment Landscape

Turkey’s legal system is based on civil law, heavily influenced by European continental codes, with its own unique institutions and practices. International investors quickly realise that applying their home-country assumptions to the Turkish context is risky. Local legal advice becomes indispensable in at least three respects:

1.1 Complex statutory framework

Investments in Turkey are governed by a combination of:

Turkish Commercial Code (company law, corporate governance, mergers and acquisitions)
Code of Obligations (general contract rules, liability, default, damages)
Foreign Direct Investment legislation and sector-specific limitations
Capital Markets legislation for public companies and securities
Tax, customs and incentives regulations
Labour and social security law
Data protection, consumer and competition law

Each sector—energy, banking, payment services, pharmaceuticals, telecoms, real estate, construction, e-commerce—has its own licensing and compliance rules. A Turkish lawyer helps investors navigate this dense regulatory landscape, interpret the relevant provisions correctly and anticipate regulatory objections.

1.2 Frequent legislative and regulatory changes

Turkey regularly amends its corporate, tax, banking, capital markets and foreign investment rules. New communiqués, board decisions and secondary legislation are issued by ministries, regulatory authorities and agencies.

For an international investor who does not follow the Official Gazette and local practice, it is almost impossible to keep up with these developments. Turkish lawyers monitor legal changes on a daily basis and translate them into practical advice:

whether a planned share transfer now requires regulatory approval,
whether a new reporting obligation applies to the group,
or whether a change in investment incentives affects the financial modelling of a project.

1.3 Interaction with international law

Many investment structures are also connected with bilateral investment treaties, double taxation treaties, international arbitration conventions and foreign law governed finance documents. Turkish lawyers understand how domestic law interacts with these instruments and can align local implementation with international protections and tax planning strategies.

2. Overcoming Language, Culture and Business Practice Barriers

Working in Turkey without local counsel can create significant misunderstandings, even when all parties are acting in good faith.

2.1 Language and legal terminology

While many Turkish lawyers are fluent in English (and sometimes in other languages such as Arabic, Russian, German or French), official documents, court procedures, land registry records, commercial registry filings and most contracts are in Turkish.

A Turkish lawyer does not only translate words; they translate legal effects. For example:

explaining the difference between concepts under Turkish law and “equivalent” common-law notions,
ensuring that an English drafting style does not conflict with mandatory Turkish provisions,
and warning the client when a literal translation would change risk allocation.

2.2 Negotiation culture and expectations

Turkish business practice has its own unwritten norms regarding:

negotiation pace and style,
expectations around guarantees and security packages,
importance of personal relationships and local references,
and sensitivity to certain contractual clauses (for example, liquidated damages, penalties, or limitation of liability).

Experienced Turkish lawyers guide the investor through this culture, helping structure negotiations in a way that both foreign headquarters and Turkish counterparties can accept. This reduces friction, saves time and prevents “deal fatigue” due to avoidable misunderstandings.

3. Structuring Market Entry and Choosing the Right Vehicle

One of the first questions international investors ask is: “How should we structure our presence in Turkey?” The choice of structure has consequences for liability, taxation, regulatory approvals, management control and future exit options.

3.1 Common market entry options

Turkish lawyers typically advise on the advantages and disadvantages of:

Turkish limited liability company (Ltd. Şti.)
Turkish joint-stock company (A.Ş.)
Branch office of a foreign company
Liaison office (for non-commercial, representative functions)
Joint venture structures (contractual or corporate)
Special purpose vehicles for specific projects (real estate, energy, infrastructure, etc.)

They explain:

minimum capital and shareholding requirements,
management and representation powers,
shareholder liability and corporate governance rules,
foreign shareholder registration and notification,
and dividend distribution and exit procedures.

3.2 Aligning structure with commercial strategy

The “best” vehicle depends on the investor’s strategy:

Long-term industrial investment vs. short or medium-term financial investment
Control level expected over local operations
Need for external financing and potential capital markets access
Possible future sale to strategic or financial buyers

Turkish lawyers ensure that the selected structure fits the investor’s business model, tax planning and risk appetite, while fully complying with Turkish law. This avoids expensive restructuring at a later stage.

4. Regulatory Licensing, Permits and Compliance

Many sectors in Turkey are regulated by powerful authorities with wide discretion, such as the energy regulator, banking and finance authorities, competition authority, ICT authority, health regulator and municipal authorities.

4.1 Sector-specific authorisations

Turkish lawyers assist investors in:

obtaining licences and permits (energy generation and distribution licences, construction and occupancy permits, telecom authorisations, payment institution licences, etc.),
ensuring that share transfers or changes in control are notified and approved when required,
reviewing tender documentation and qualification criteria in public procurement,
and preparing responses to regulatory inquiries or investigations.

Failing to comply can result in administrative fines, suspension of activities or even revocation of licences—risks that international investors cannot afford to ignore.

4.2 Compliance and risk management

Beyond initial licensing, investors must comply with ongoing obligations:

AML/CTF and KYC rules in financial and payment sectors,
Data protection and privacy obligations under Turkish law (including data localisation, explicit consent requirements, and cross-border data transfer restrictions),
Competition law limitations on restrictive agreements and abuse of dominance,
Consumer law rules for e-commerce, retail, travel, and digital platforms,
Labour and social security law regarding employment contracts, working hours, dismissals, and workplace safety.

Turkish lawyers help design and implement compliance programs, review policies and contracts, and conduct internal investigations where necessary. This proactive approach significantly reduces litigation and enforcement risk.

5. Protecting Investments Through Robust Contracts and Security Packages

Protecting capital is a core concern for any investor. Turkish lawyers play a central role in designing contractual protections and security structures that are valid and enforceable under Turkish law.

5.1 Localised contracts

Even when the main transaction documents are governed by foreign law, many critical agreements are subject to Turkish law, including:

share transfer agreements for Turkish companies,
real estate sale and promise-to-sell agreements,
construction and development contracts,
local service agreements, distribution and franchise contracts,
employment contracts and non-competition clauses.

Turkish lawyers ensure that these contracts respect mandatory rules (for example, form requirements, registration and notarisation obligations, language requirements, consumer protection rules) and that risk allocation (indemnities, warranties, limitation of liability) is compatible with Turkish law.

5.2 Security interests and collateral

In many transactions, lenders or investors require a security package governed by Turkish law, including:

share pledges over Turkish companies,
mortgages on real estate,
pledges over bank accounts, receivables, machinery, IP rights,
personal or corporate guarantees,
assignment of receivables and step-in rights.

Each security interest has its own procedures for creation, registration and enforcement. Turkish lawyers design the security package, coordinate notarial acts and registry filings, and explain to foreign investors how enforcement would work in practice in case of default. This clarity is crucial for credit committees, investment boards and risk departments.

5.3 Due diligence and risk allocation

Before investing, international investors request legal due diligence on target companies, assets and projects. Turkish lawyers:

review corporate records, contracts, licences, litigation and compliance status,
identify red flags (e.g. missing permits, unstable shareholding structure, shareholder disputes, tax risks),
assess encumbrances on real estate and movable assets,
and help negotiate purchase price adjustments, indemnities and conditions precedent based on their findings.

Well-structured due diligence and negotiated protections can dramatically reduce post-closing disputes and unexpected liabilities.

6. Dispute Resolution: Courts, Arbitration and Mediation in Turkey

Even with careful planning, disputes can arise. For international investors, effective enforcement of rights in Turkey is essential. Turkish lawyers are indispensable in dispute resolution for several reasons.

6.1 Litigation before Turkish courts

Only Turkish-qualified lawyers can represent clients before Turkish courts. In practice, foreign investors must work with local counsel if they want to:

file or defend lawsuits in commercial, labour, administrative or tax courts,
obtain injunctions or precautionary measures,
enforce or challenge arbitral awards or foreign judgments,
pursue debt collection and enforcement proceedings.

Turkish lawyers understand procedural law, deadlines, evidentiary rules, court expectations and local practice. They design litigation strategies that align with the investor’s commercial objectives and coordinate with foreign counsel where necessary.

6.2 Arbitration seated in Turkey or under Turkish law

Turkey is increasingly used as an arbitration seat, especially through institutions such as the Istanbul Arbitration Centre (ISTAC). Even in international arbitration cases seated abroad, Turkish law is often the governing law for parts of the contract.

Turkish lawyers:

draft arbitration clauses enforceable under Turkish law,
advise on the interaction between arbitration proceedings and Turkish courts (interim measures, setting-aside actions, enforcement),
act as counsel or co-counsel in arbitrations involving Turkish parties or Turkish substantive law.

6.3 Enforcement of foreign judgments and awards

International investors frequently obtain judgments and arbitral awards abroad and then wish to enforce them in Turkey, where the debtor’s assets are located. Turkish lawyers:

analyse whether recognition and enforcement conditions are met under Turkish law,
prepare and file recognition/enforcement actions,
navigate public policy, reciprocity and due process objections,
and coordinate with enforcement offices to seize and liquidate assets once the decision is enforceable.

Without local expertise, foreign investors risk procedural errors that may delay or even derail enforcement.

7. Access to Local Networks and Administrative Practice

Law on the books is one thing; law in practice is another. Turkish lawyers provide value by understanding how authorities, registries and institutions operate in real life.

7.1 Working with public authorities and registries

Most investments will, at some stage, require interaction with:

trade registries,
land registries and cadastral offices,
notaries,
municipalities and zoning departments,
tax offices and social security institutions,
regulatory bodies and inspection boards.

Experienced Turkish lawyers know which documents officers are likely to request, how long procedures generally take, and how to correct errors or incomplete filings. This significantly accelerates processes and reduces the risk of rejections or costly delays.

7.2 Local business and professional networks

Turkish lawyers often maintain networks with:

accountants and tax advisers,
technical experts and valuers,
engineers and architects,
HR and immigration consultants,
sector-specific consultants (energy, infrastructure, pharmaceutical, fintech, etc.).

For international investors, this ecosystem is extremely valuable. The lawyer can act as a single point of contact, coordinating these professionals and providing coherent, integrated advice rather than fragmented opinions.

8. Ongoing Corporate Governance and Compliance Support

After the initial investment, international investors need continuous support to keep their Turkish holdings compliant and well-governed.

8.1 Corporate housekeeping

Turkish lawyers assist with:

annual general assemblies and board meetings,
drafting minutes and resolutions,
share transfers, capital increases and reductions,
appointment and removal of directors and managers,
updating articles of association and internal regulations,
maintaining mandatory corporate books and records.

Proper corporate housekeeping prevents challenges to decisions, helps in due diligence if the investor wants to sell or refinance, and reduces personal liability risks for directors and managers.

8.2 Employment law and immigration

Foreign investors hiring staff in Turkey also face:

drafting employment contracts and policies according to Turkish labour law,
managing terminations, redundancy processes, severance pay and notice requirements,
ensuring compliance with working time, overtime and health and safety rules,
obtaining and renewing work permits and residence permits for foreign employees,
managing employee data protection and internal disciplinary processes.

Turkish lawyers help design HR structures that are both legally compliant and aligned with the investor’s HR culture, reducing labour disputes and administrative fines.

9. Strategic Advice on Investment Protection and Exit

Investors must think about protection and exit as early as the entry phase.

9.1 Investment treaty protection and structuring

Depending on the investor’s home country and corporate structure, Turkish lawyers can coordinate with international counsel to:

evaluate protection under bilateral investment treaties (BITs),
assess whether restructuring through a particular jurisdiction enhances treaty protection,
identify potential expropriation, unfair treatment or discrimination risks,
and consider investor-state arbitration options as part of a broader risk strategy.

9.2 Planning for exit

Whether the investor plans to exit through an IPO, a trade sale, a secondary buyout or a share buyback, Turkish lawyers:

help structure drag-along/tag-along rights, put/call options and other exit mechanisms,
ensure compliance with Turkish corporate and capital markets law where relevant,
assist with regulatory approvals for M&A transactions,
and coordinate due diligence preparation and data rooms for potential buyers.

Well-drafted shareholders’ agreements and corporate documents heavily reduce negotiation time and disputes at exit.

10. Choosing the Right Turkish Lawyer or Law Firm

Given the importance of local counsel, how should international investors select the right Turkish lawyer or law firm?

10.1 Criteria to consider

Investors usually focus on:

Experience with international projects: familiarity with foreign investors’ expectations, reporting standards and decision-making processes.
Sector expertise: energy, real estate, infrastructure, technology, finance, etc.
Language capabilities: ability to communicate clearly in the investor’s working language and draft bilingual documents if needed.
Team size and capacity: whether the firm can handle large transactions, cross-border projects and multi-party disputes.
Responsiveness and project management: clear timelines, proactive communication, and coordination with external advisers.
Ethics and independence: adherence to professional rules on confidentiality, conflicts of interest and anti-corruption.

10.2 Fee structures and budgeting

Turkish lawyers can offer different fee models:

hourly rates,
fixed project fees,
capped fees,
success-based or blended fee arrangements in certain contexts.

Well-structured engagement letters and clear scope descriptions help investors control legal costs and avoid surprises. An experienced Turkish lawyer will also help prioritise tasks, focusing on what truly matters for the investment’s risk profile.

11. Frequently Asked Questions (FAQ)

To support SEO and provide practical guidance, below are answers to common questions international investors ask about working with Turkish lawyers.

11.1 Do international investors have to hire a Turkish lawyer?

For many types of transactions, it is not legally mandatory to hire a Turkish lawyer. However, representation before Turkish courts and many formal procedures must be carried out by a lawyer admitted to a Turkish bar. In practice, given the complexity of local law and procedures, working with a Turkish lawyer is almost always necessary for significant investments.

11.2 Can foreign lawyers represent clients in Turkish courts or before authorities?

Foreign lawyers cannot directly act as attorneys in Turkish courts or sign pleadings and applications as representing counsel. They may act as consultants or co-counsel, but official representation must be handled by Turkish-qualified lawyers registered with a Turkish bar association.

11.3 In which stages of an investment is a Turkish lawyer most useful?

Turkish lawyers add value at all stages:

Market entry and feasibility assessment
Choice of legal structure and corporate set-up
Licensing, regulatory and tax analysis
Contract negotiation and drafting
Due diligence and acquisition of shares or assets
Day-to-day corporate and employment support
Dispute prevention and resolution
Restructuring and exit transactions

Involving local counsel only at the dispute stage is a common mistake; early involvement usually prevents many disputes from arising.

11.4 How can investors ensure that Turkish contracts are enforceable?

Working with Turkish lawyers is the most effective way. They will:

verify that contracts respect mandatory Turkish law,
ensure correct form, notarisation and registration where needed,
adapt templates from other jurisdictions to Turkish legal realities,
and advise on appropriate jurisdiction and arbitration clauses, as well as security packages.

11.5 Is it possible to keep decision-making and governing law outside Turkey?

In many cases, parties can choose foreign governing law and foreign jurisdiction or arbitration. However, some matters (such as rights in rem over Turkish real estate, employment and consumer issues, certain corporate law aspects) are subject to mandatory Turkish law and jurisdiction. Turkish lawyers help investors combine international structures with local mandatory provisions in a coherent way.

12. Conclusion: Turkish Lawyers as Strategic Partners for International Investors

For international investors, Turkey offers significant opportunities but also a challenging legal and regulatory environment. Working with Turkish lawyers is not a formality; it is a strategic necessity.