A properly issued promissory note can give a creditor access to a special enforcement procedure under Turkish law.

However, a document does not become a negotiable promissory note simply because it records a debt or because the parties call it a “senet.”

The document must satisfy the requirements of the Turkish Commercial Code, and the creditor must use the correct enforcement procedure.

What must a valid promissory note contain?

Article 776 of the Turkish Commercial Code sets out the required elements of a bono, or promissory note.

The document should contain, among other things:

  • the word “bono” or the equivalent wording required by law;
  • an unconditional promise to pay a specified amount;
  • the maturity date, subject to statutory rules dealing with its absence;
  • the place of payment, subject to the supplementary statutory rules;
  • the name of the person to whom or to whose order payment is to be made;
  • the date and place of issuance; and
  • the signature of the issuer.

Articles 776 and 777 should be read together.

Certain omissions, such as the absence of a stated maturity date, can be dealt with by statutory presumptions. Other missing mandatory elements can cause the document to lose its status as a promissory note.

The Turkish Court of Cassation General Assembly of Civil Chambers, in E.2021/862, K.2023/174 dated 8 March 2023, emphasized that the mandatory elements of the instrument directly affect whether negotiable-instrument enforcement is available.

Can the creditor go directly to enforcement if the note is unpaid?

If the claim is based on a valid cheque, bill of exchange or promissory note, Article 167 of the Turkish Enforcement and Bankruptcy Code allows the creditor to use the special enforcement procedure available for negotiable instruments.

This is different from ordinary debt enforcement.

The creditor must submit the original negotiable instrument with the enforcement request together with the required copies.

The enforcement office then examines whether the document appears to be a negotiable instrument and whether the debt has matured.

If the statutory conditions are satisfied, a payment order is served on the debtor.

How long does the debtor have to pay?

Under Article 168 of the Enforcement and Bankruptcy Code, the payment order instructs the debtor to pay the debt and enforcement costs within 10 days.

The payment must be made through the enforcement office in accordance with the payment order.

However, the ten-day payment period should not be confused with the period for challenging the enforcement.

How long does the debtor have to object?

The critical deadline for many objections is only five days from service of the payment order.

Depending on the issue, the debtor may need to apply to the Enforcement Court within that period to allege matters such as:

  • the document does not have negotiable-instrument status;
  • the signature does not belong to the debtor;
  • the debt does not exist;
  • the debt has already been paid;
  • payment has been postponed;
  • the claim is time-barred; or
  • the enforcement office lacks jurisdiction.

Missing the five-day period can have serious consequences.

A debtor who sees “10 days” on the payment order should therefore not assume that every legal challenge can also be made within ten days.

What happens if the debtor says “that is not my signature”?

A signature objection is governed by special rules.

The debtor must clearly raise the signature objection before the competent Enforcement Court within the applicable period.

Court of Cassation case law recognizes that, where the signature is properly disputed, the burden of proving that the signature belongs to the debtor lies on the creditor.

For example, the 12th Civil Chamber’s decision E.2016/22201, K.2017/13738 discusses this principle and the need for the signature dispute to be properly examined.

Signature disputes can therefore become evidence-heavy and may require expert examination.

What if the note was given only as security?

This is a frequent issue in commercial disputes.

A debtor may argue that the note was not intended as an independent payment instrument but was delivered only as security for obligations under another contract.

The words “security note” or a general assertion that the note was provided as collateral do not automatically cancel the negotiable-instrument procedure.

The court may need to examine whether the note can be connected to a particular underlying contractual obligation and whether this relationship can be established through the documents relied upon.

The 12th Civil Chamber’s decision E.2018/656, K.2018/1384 emphasizes the importance of documentary evidence linking the note to the alleged security relationship.

For businesses, the wording of the underlying contract and the manner in which the promissory note is identified can therefore become decisive.

Does an objection automatically stop the entire enforcement proceeding?

Not necessarily.

Negotiable-instrument enforcement follows special rules and an objection does not operate in exactly the same manner as an objection in ordinary enforcement proceedings.

For example, an objection to the debt does not automatically suspend every enforcement measure simply because it has been filed.

The debtor may need an appropriate decision from the Enforcement Court depending on the nature of the objection and the stage of proceedings.

This is one of the reasons why treating negotiable-instrument enforcement as if it were an ordinary payment-order procedure can create serious procedural mistakes.

What if the document is not actually a valid negotiable instrument?

The debtor may complain that the document relied upon does not satisfy the legal requirements of a promissory note.

Under Articles 168 and 170/a of the Enforcement and Bankruptcy Code, the negotiable-instrument nature of the document is a matter that can directly affect the validity of the special enforcement procedure.

The Enforcement Court may also examine the negotiable-instrument character of the document in circumstances prescribed by law.

If the document does not qualify as a promissory note, the creditor may still have an underlying contractual or debt claim, but the special negotiable-instrument enforcement route may not be available.

What happens if the debt is not paid?

If the debtor neither pays nor obtains a decision preventing continuation of enforcement, the proceeding may move toward compulsory enforcement.

Depending on the debtor’s assets and the applicable enforcement rules, this may include measures concerning:

  • bank accounts;
  • receivables owed to the debtor by third parties;
  • vehicles;
  • movable assets;
  • real property; and
  • other attachable assets and rights.

The appropriate enforcement strategy depends on the debtor’s financial position and available asset information.

What should the creditor check before filing?

Before starting negotiable-instrument enforcement, the creditor should review:

  1. whether the document legally qualifies as a promissory note;
  2. the identity of the issuer;
  3. the beneficiary and any endorsement chain;
  4. the amount and currency;
  5. the maturity date;
  6. the issuance date and place;
  7. the signature;
  8. whether the note has already become time-barred;
  9. whether the note is connected to a separate security agreement;
  10. whether there are payment records or settlement agreements; and
  11. which enforcement office has jurisdiction.

Beginning the wrong type of enforcement proceeding can lead to cancellation of the proceeding and additional costs.

What should the debtor check immediately after receiving the payment order?

The debtor should not focus only on whether the amount is correct.

The first review should usually include:

  • date of service;
  • five-day challenge period;
  • ten-day payment period;
  • authenticity of the signature;
  • legal status of the document;
  • prior payments;
  • limitation;
  • security agreements; and
  • jurisdiction.

In negotiable-instrument cases, a potentially strong defence can become useless if raised after the statutory deadline.

Sources: Turkish Commercial Code No. 6102, Articles 776–778; Enforcement and Bankruptcy Code No. 2004, Articles 167–170/a; Court of Cassation General Assembly of Civil Chambers E.2021/862, K.2023/174, 08.03.2023; Court of Cassation 12th Civil Chamber E.2022/13104, K.2023/4956, 13.09.2023; E.2018/656, K.2018/1384, 15.02.2018; E.2016/22201, K.2017/13738.

This article provides general information on Turkish law. The original promissory note and the enforcement file should be reviewed individually.