Legal Glossary – Konsorsiyum Legal

A

Abuse of Dominance

Use by an undertaking with the economic power to act independently of its competitors and customers in a market of that power in a way that prevents competition or exploits customers.

An undertaking or person acquiring control over all or part of another undertaking through acquisition of shares or assets, contract or other means; acquisitions exceeding turnover thresholds require Turkish Competition Board approval.

Action for Annulment of Objection

The action brought by the creditor in the general courts within one year of service of the debtor's objection to a payment order, seeking continuation of enforcement proceedings without judgment.

Adequacy Decision

A decision by the Personal Data Protection Board that a country, a sector within a country or an international organisation provides adequate protection, allowing transfers there without additional safeguards.

Administrative Fines on Legal Entities

An administrative fine imposed on a company where its organ or representative, or a person acting within the company, commits for the company's benefit one of the offences listed in the Misdemeanours Law.

Advertiser Liability

The advertiser, which commissions the promotion of its goods or services, being responsible for the content of the ad and for proving its claims; this responsibility remains even if an agency prepared the ad.

Advertising Agency Liability

The obligation of the advertising agency that designs, prepares and places ads on the advertiser's behalf to comply with commercial advertising rules, and the possibility of separate sanctions against it for breaches.

Advertising Ban on Social Network Providers

A sanction under Law No. 5651 prohibiting persons who are taxpayers in Turkey from placing new advertising with foreign social network providers that fail to appoint a representative in Turkey.

Advertising Board

The board within the Ministry of Trade that supervises commercial advertising and unfair commercial practices, sets advertising principles and publishes guidelines.

Advertising Board Sanctions

Suspension, correction, administrative fines and interim suspension of up to three months that the Advertising Board may impose for non-compliant advertising and unfair commercial practices.

Advertising Claims

Any statement in an ad about a product's or service's features, composition, effects, performance, superiority, origin or price; assessed by the overall impression it gives the average consumer.

Advertising Self-Regulatory Board (RÖK)

The industry self-regulatory body formed by advertisers, agencies and media organisations, assessing advertising under the Advertising Practice Principles based on International Chamber of Commerce rules.

Advertising to Children

The obligations in advertising directed at children, or likely to be seen by children, not to exploit their credulity and inexperience, not to urge them directly to buy and not to encourage dangerous behaviour.

Advisor Equity

Granting small, vesting percentages of shares or options to advisers who contribute knowledge, experience or connections to a venture, instead of or in addition to cash fees.

Aggravated Fraud

The forms of the offence of deceiving a person through fraudulent conduct to obtain a benefit to their or another's detriment that carry heavier penalties, such as using information systems, banks or credit institutions as a tool or commission by a merchant or company manager in the course of business.

AI System

A machine-based system that generates outputs such as predictions, content, recommendations or decisions from inputs and operates with varying levels of autonomy; Turkey has no AI-specific law and use is governed by general legislation.

Alcoholic Beverage Advertising Ban

The prohibition on advertising alcoholic beverages, campaigns encouraging consumption and sponsorship; encouraging use of brands, logos and product images is also within the ban.

Amendment of Claim

A party's correction, in whole or in part and once only until the end of the evidence stage, of a procedural act it has validly carried out.

Angel Investor (Individual Participation Investor)

An individual who invests personal funds in early-stage companies; in Turkey, angel investors licensed by the Ministry of Treasury and Finance as "individual participation investors" may benefit from an income tax deduction.

Annual Paid Leave

The right to paid rest each year, earned by an employee who has worked at least one year and varying with seniority; the employee cannot waive it, and pay for unused leave is due when the contract ends.

Annulment Action (Administrative Courts)

An action brought before an administrative court or the Council of State by a person whose interest is affected, claiming that an administrative act is unlawful in terms of competence, form, grounds, subject or purpose.

Annulment of General Assembly Resolutions

The annulment by a court, in an action brought within three months of the resolution, of general assembly resolutions contrary to the law, the articles or good faith; and in serious cases, the nullity of the resolution.

Anonymisation

Rendering personal data incapable of being associated with an identified or identifiable natural person, even when matched with other data; anonymous data is no longer personal data.

Anti-Competitive Agreement

Agreements between undertakings, concerted practices and decisions of associations of undertakings that have as their object or effect, or are capable of having the effect, of preventing, distorting or restricting competition in a market.

Anti-dilution Protection

A provision protecting an investor's stake or economic value through additional shares or an adjustment if the company issues new shares at a price lower than the investor paid.

Appeal to the Court of Cassation (Temyiz)

The appeal by which regional court decisions in cases above a monetary threshold are reviewed by the Court of Cassation for compliance with the law.

Appeal to the Regional Court (İstinaf)

The appeal by which first-instance decisions in cases above a monetary threshold are re-examined by the regional court of appeal on both facts and law.

Arbitration Clause

A written contract clause by which the parties agree that their disputes will be resolved by an arbitrator or arbitral tribunal instead of state courts.

Articles of Association

The constitutional document of a company setting out its trade name, seat, business purpose, capital, shares and governance, binding the company, its organs and all shareholders.

Associations of Undertakings (Trade Associations)

Associations, unions, federations or professional bodies bringing undertakings together; their decisions and actions are subject to competition rules and must not restrict competition between members.

Automated Decision-Making

Making decisions about a person without human involvement, based on automated analysis of their personal data; the KVKK gives data subjects the right to object to adverse outcomes reached this way.

Automatic Renewal

A subscription automatically extending for the same term at the end of its period without the consumer's separate consent; such clauses may not be included in fixed-term consumer subscriptions, which may only be extended at the consumer's request or with their consent.

B

Bad Faith Denial Compensation

Compensation of not less than 20% of the claim that a debtor who unjustifiably objected to enforcement without judgment is ordered to pay the creditor upon annulment or removal of the objection.

Bad Faith Termination Compensation

Compensation equal to three times the wages for the notice period, paid by the employer where the contract of an employee not covered by job security is terminated in abuse of the right to terminate.

Beneficial Owner

The natural person who ultimately controls or has influence over a company or legal entity or on whose behalf a transaction is carried out; companies must report these persons to the tax authority and declare them to banks.

Binding Corporate Rules

Data protection rules prepared by a group of undertakings engaged in a joint economic activity for intra-group transfers abroad and approved by the Personal Data Protection Board.

Biometric Data

A special category of personal data resulting from specific technical processing of a person's physical, physiological or behavioural characteristics, such as fingerprints, facial geometry, iris or voice, that uniquely identifies them.

Block Exemption

An exemption regime, set by Competition Board communiqués, that automatically exempts agreements meeting certain conditions from the prohibition on anti-competitive agreements without the need for individual application.

Board of Directors

The mandatory organ that manages and represents a joint stock company, elected by the general assembly and consisting of one or more members.

Branch

A unit of a commercial business that is attached to its head office but conducts commercial activity with a degree of independence, without separate legal personality.

Breach of Trust

A person disposing of property entrusted to them, for their own or another's benefit and contrary to the purpose of the entrustment, or denying the entrustment; the aggravated form arises for property entrusted due to a professional, commercial or service relationship.

Bribery

Providing a benefit, directly or through intermediaries, to a public official or a person acting on behalf of institutions listed by law for performing or not performing an act contrary to their duties, and reaching agreement on this.

Burden of Proof in Advertising

The advertiser's obligation to prove the claims in its advertising with current, objective documents appropriate to the nature of the claim; documents must be ready before the ad runs.

C

Cap Table

A table showing a company's shareholders, share classes, numbers of shares and percentages, together with shares arising from options and convertible instruments.

Capital Increase

Increasing a company's share capital by issuing new shares or raising the par value of existing shares; the route by which a new investor enters the company in a funding round.

Capital Loss

The situation where, according to the latest annual balance sheet, half or two thirds of the total of share capital and legal reserves is left uncovered due to losses, triggering duties on the board to take measures.

Capital Reduction

Reducing a company's share capital, for purposes such as returning capital to shareholders, covering losses or cancelling shares, in compliance with procedures protecting creditors.

Cartel

The most serious competition infringements between competitors, such as price fixing, sharing of customers, territories or suppliers, restriction of output, bid rigging and exchange of competitively sensitive information.

Challenging Administrative Fines

Challenging an administrative fine by applying to the criminal judgeship of peace within fifteen days of service under the Misdemeanours Law, or by bringing an action before the administrative or tax court where a special law so provides.

Change of Control

A change in the ability to exercise decisive influence over an undertaking's strategic decisions; it may be sole or joint control and is a precondition for a merger control filing obligation.

Change of Legal Form

A company converting to another company type, for example from a limited liability company to a joint stock company, without liquidation and while preserving its legal personality and assets.

Cliff

The initial period in a vesting schedule during which no shares vest until a minimum period has passed, after which the shares accrued to that date vest at once.

Collective Redundancy

The dismissal by an employer, within one month and for economic, technological, structural or similar business reasons, of a number of employees determined by the size of the workforce; it requires at least thirty days' prior written notice and consultation with union representatives.

Commercial Advertising

Marketing communication made in any medium within a commercial activity to secure the sale or rental of goods or services, or to inform or persuade the target audience.

Commercial Case

A case arising from matters governed by the Turkish Commercial Code and other laws, or concerning the commercial enterprises of both parties, heard by the commercial courts of first instance.

Commercial Court

The commercial court of first instance with jurisdiction over commercial cases, sitting as a panel in cases above a monetary threshold and with a single judge below it.

Commercial Electronic Message

A message sent by electronic means such as phone, text message or e-mail to promote or market goods and services or increase brand awareness, which as a rule requires the recipient's prior approval.

Commitments

A procedure under which an undertaking that undertakes obligations eliminating competition concerns ensures that a preliminary investigation or investigation is not opened or is closed; not available for clear and serious infringements.

Comparative Advertising

Advertising that directly or indirectly identifies a competitor's goods, services or brand; permitted provided products meeting the same needs are compared on objective, verifiable features.

Competition Compliance Programme

An internal management system that identifies a company's competition law risks, prevents them through policies and training, monitors them through correspondence reviews and mock dawn raids, and enables early detection of possible infringements.

Competition Damages (Treble Damages)

The right of those harmed by a competition infringement to claim compensation; where the harm results from the parties' agreement, decision or gross negligence, the court may award three times the material damage.

Competition Fines

Administrative fines under Law No. 4054 of up to ten per cent of annual gross revenue for undertakings and up to five per cent of the undertaking's fine for managers and employees.

Concerted Practice

Coordination of competitors' conduct through direct or indirect contact, knowingly substituting practical cooperation for the risks of competition, without a written or oral agreement.

Conditions Precedent

Approvals, consents and other conditions that must be satisfied between signing and completion (closing) of a transaction, failing which the parties are not obliged to complete.

Consumer Arbitration Committee

An administrative dispute resolution body established in provinces and districts, to which consumer disputes below an annually set monetary limit must be referred; the limit for 2026 is TRY 186,000.

Consumer Reviews

Comments, ratings and star scores given by consumers about products, services or sellers they bought from; the Advertising Board's 2023 Guidelines require them to come from genuine buyers and not to be manipulated.

Continuing Offence

Where the same offence is committed more than once against the same person at different times in execution of a single decision to commit it, a single penalty is imposed and increased by one quarter to three quarters.

Conversion Discount

A provision allowing an early investor who invested through a SAFE or convertible note to acquire shares at a set percentage below the price paid by new investors in the next round.

Convertible Note

An interest-bearing financing instrument with a maturity date, under which the investor lends money to the company and the debt converts into shares instead of being repaid when a specified event occurs.

Cookie Policy

A text explaining the types and purposes of cookies used on a website, their retention periods, third-party providers and how users can manage their preferences; part of the duty to inform under the KVKK.

Cookies

Small text files that websites place on the user's device and read on later visits; apart from strictly necessary cookies, explicit consent is generally required.

Corporate Criminal Liability

The rule in Turkish law that companies cannot be given criminal penalties, but that security measures such as revocation of operating licences and confiscation, and administrative fines, may be imposed on a company for certain offences committed by its organs or representatives for its benefit.

Corporate Merger

The combination of two or more companies, by one absorbing the other or by forming a new company, in which assets pass as a whole and the absorbed company ends without liquidation.

Court Expert

A specialist registered under the Expert Witness Law whose opinion the court seeks on matters requiring special or technical knowledge outside the law.

Court Settlement

An agreement made by the parties to a pending case before or submitted to the court, ending the dispute through mutual concessions and having the effect of a final judgment.

Covert Advertising

Promoting goods or services without clearly stating that it is advertising, by embedding the promotion in news, programmes, reviews, posts or content; prohibited under Law No. 6502.

Criminal Complaint

In offences whose investigation and prosecution depend on a complaint, the victim informing the competent authority that it wishes the offender to be punished; subject to a six-month period and may be withdrawn.

Criminal Liability of Managers

The personal criminal liability of managers and employees who commit, participate in, or fail to prevent despite a legal duty to do so, offences committed in the course of a company's activities.

Criminal Mediation

In certain offences, the suspect or accused and the victim reaching agreement through a mediator; if the agreed performance is completed, the investigation or prosecution ends.

Critical Infrastructure

Infrastructures housing information systems whose failure or loss of integrity could cause loss of life, large-scale economic damage, security gaps and disruption of public order.

Cross-Border Data Transfer

A company subject to the KVKK sending personal data to, or making it accessible by, a recipient outside Turkey; since 2024 subject to safeguards such as adequacy decisions and standard contractual clauses.

Crypto Asset Service Provider

Crypto asset platforms, custody institutions and other entities brought within scope by legislation; in Turkey, subject since 2024 to licensing by the Capital Markets Board and to MASAK obligations.

Cyber Incident

Under the Turkish Cybersecurity Law No. 7545, a breach of the confidentiality, integrity or availability of information systems or data, which must be reported to the Cybersecurity Directorate without delay.

D

Dark Patterns

Interface designs intended to steer users into decisions against their interests; hidden costs, false urgency, obstructing cancellation and pre-ticked consent boxes are typical examples.

Data Controller

The natural or legal person who determines the purposes and means of processing personal data and to whom the obligations under the KVKK are addressed.

Data Controller Contact Person

The natural person notified when registering with VERBİS, designated to handle data subject applications and communications with the Personal Data Protection Authority.

Data Processing Agreement

The contract between a data controller and the processor processing personal data on its behalf, covering instructions, security measures, sub-processors, breach notification and what happens to the data when the service ends.

Data Processor

The natural or legal person who processes personal data on behalf of the data controller, upon its authorisation and in line with its instructions.

Data Protection Officer (DPO)

An officer who must be appointed in certain cases under the GDPR to independently monitor a company's data protection compliance and liaise with the supervisory authority; there is no such requirement under the KVKK.

Data Protection Principles

The principles in Article 4 of the KVKK that apply to every processing activity, whatever the legal basis: lawfulness and fairness, accuracy, purpose limitation, proportionality and storage limitation.

Data Subject

The natural person whose personal data is processed; customers, employees, job candidates, supplier representatives and website visitors are the data subject groups companies encounter most often.

Data Subject Rights

Rights that the data subject may exercise against the controller under Article 11 of the KVKK, such as requesting information, rectification, erasure, objection and compensation, together with the application process.

Data-Related Offences

The offences in Articles 135 to 140 of the Turkish Criminal Code: unlawful recording, disclosure, dissemination or acquisition of personal data and failure to destroy data whose retention period has expired.

Dawn Raid (On-Site Inspection)

Competition Authority case handlers examining and copying books, documents and electronic data at a company's premises and requesting explanations, usually without prior notice.

De Minimis (Agreements of Minor Importance)

The rule under which the Competition Board may decide not to open an investigation into agreements whose parties' market shares are below certain thresholds and that do not contain hardcore infringements.

Decision Not to Prosecute

The decision of the public prosecutor at the end of an investigation where there is insufficient evidence to create sufficient suspicion to bring a public prosecution or where prosecution is not possible; the victim may challenge it within fifteen days.

Deepfake

Content in which artificial intelligence is used to imitate or alter a person's image, voice or movements in a way that is hard to distinguish from reality.

Defective Goods

Goods that at delivery do not conform to the agreed sample or model or lack the characteristics they should objectively have, or that do not match features stated on packaging, labels or in advertising; the consumer may withdraw, obtain a price reduction, free repair or replacement.

Defective Services

Services that do not conform to the characteristics agreed in the contract or that the service should objectively have, or to features stated in advertising and promotion; the consumer may request re-performance, free repair, price reduction or withdrawal.

Deferment of the Announcement of the Verdict (HAGB)

Deferring, under certain conditions, the announcement of a verdict against an accused sentenced to two years' imprisonment or less or a criminal fine, with the case dismissed if no intentional offence is committed during a five-year supervision period.

Delivery Liability (Loss and Damage)

The seller's liability in distance selling for loss and damage until the goods are delivered to the consumer or a third party designated by them; if the consumer chooses another carrier, risk passes to the consumer on delivery to that carrier.

Delivery Period

The seller's obligation in distance selling to deliver within the promised period and in any event within thirty days; if not delivered on time, the consumer may terminate the contract.

Demerger

The transfer of all or part of a company's assets to one or more companies in exchange for shares issued to its shareholders or to the company itself.

Destruction of Personal Data

Rendering personal data inaccessible, irretrievable and unusable by anyone in any way; carried out by methods such as physical destruction and secure overwriting.

Digital Content

Sales to consumers of intangible goods supplied electronically, such as software, apps, games, e-books, music and video; where supplied immediately with the consumer's consent, the right of withdrawal does not apply.

Digital Services

Services performed electronically, such as cloud services, software as a service (SaaS), online platform memberships, streaming and learning platforms; the withdrawal period starts on conclusion and withdrawal is excluded if performance begins with the consumer's consent.

Directors’ Liability

The liability of board members and limited company managers to the company, shareholders and creditors for loss caused by breaching, through fault, their duties under the law and the articles.

Disclosure of Trade Secrets

The offence committed by a person who gives or discloses to unauthorised persons information or documents constituting trade secrets, banking secrets or customer secrets that they learned by virtue of their position, duty, profession or art.

Discount Advertising

Advertising showing that the price of goods or services has been reduced; the lowest price applied in the thirty days before the discount must be shown as the pre-discount price.

Distance Contract

A contract concluded without the simultaneous physical presence of the seller and the consumer, using means of distance communication such as the internet, phone or apps; governed by Law No. 6502 and the Distance Contracts Regulation.

Dividend Distribution

Payment to shareholders, by general assembly resolution, out of the company's net profit for the period and free reserves after legal reserves have been set aside.

Drag-along Right

A right requiring other shareholders, if shareholders holding a set majority decide to sell the company to a third party, to sell their shares to that buyer at the same price and on the same terms.

Due Diligence

Reviewing a target company's corporate structure, contracts, employees, intellectual property, disputes and regulatory compliance before an investment or acquisition to identify risks.

Duty to Inform

The data controller's obligation, when collecting personal data, to inform individuals of its identity, the purposes of processing, transfers, the legal basis and their rights, without being asked.

E

E-Commerce

Any online economic and commercial activity carried out electronically without the parties being physically present; governed by Law No. 6563 on the Regulation of Electronic Commerce.

E-Commerce Intermediary Service Provider (Marketplace)

A natural or legal person providing an e-commerce environment for the economic and commercial activities of others; known in practice as a marketplace.

E-Commerce Licence

A licence that marketplaces, and sellers of a certain scale, whose net transaction volume and number of transactions exceed the statutory thresholds must obtain from the Ministry of Trade and renew each year to continue operating.

E-Commerce Scale Thresholds

The monetary thresholds by which Law No. 6563 classifies marketplaces and sellers as medium, large or very large according to net transaction volume and number of transactions; updated every year according to the change in e-commerce volume.

E-Commerce Service Provider (Seller)

A natural or legal person that concludes contracts or receives orders for the supply of its goods or services on its own site or on an e-commerce marketplace.

Effective Repentance

A reduction or waiver of the penalty, in offences specified by law, where the offender shows repentance after the offence by compensating the loss, informing the authorities or removing the consequences of the offence.

Employee Freedom of Expression

The balance between employees' freedom to express their thoughts and opinions and the employer's legitimate interests, the duty of loyalty and workplace order; not every criticism justifies dismissal.

Employee Monitoring

An employer monitoring employees' activities through tools such as corporate email, computers, phones, cameras, location tracking and access systems; subject to prior notice, a legitimate purpose and proportionality.

Employee Non-Compete Obligation

An employee's written undertaking not to compete with the employer for a period after the employment contract ends, limited in time, place and type of business; governed by Articles 444–447 of the Turkish Code of Obligations.

Employee or Independent Contractor? (The Dependency Test)

Determining whether a person is an employee under an employment contract or an independent contractor under a service, agency or work contract, based on the real nature of the relationship, particularly dependency, rather than the contract's name.

Employee Personal Data

The employer's obligation to process, retain and dispose of employees' and candidates' personal data in compliance with the KVKK from recruitment to the end of employment.

Employee Social Media Use

Employees' posts on personal social media accounts about the employer, the work or colleagues, and social media use during working hours; assessed together with the employer's social media policy and limits on dismissal.

Employee Stock Option Plan (ESOP)

A long-term incentive plan granting employees the right to buy company shares at a set price or acquire them free of charge once certain conditions are met, or providing payments linked to share value.

Enforcement Without Judgment

Enforcement proceedings by way of general attachment started by a creditor without a court judgment, through the enforcement office sending a payment order to the debtor.

Environmental Claims

Claims in advertising about the environmental impact of a product, packaging or company, such as "eco-friendly", "sustainable", "recyclable" or "carbon neutral"; they must be specific, clear and provable with scientific documents.

Equal Treatment Principle

The prohibition on employers discriminating in the employment relationship on grounds such as language, race, colour, sex, disability, political opinion, philosophical belief, religion and sect, and on treating employees differently without justification.

Equity Crowdfunding

Raising funds from many investors in exchange for shares through a crowdfunding platform authorised by the Capital Markets Board, by a venture or venture company.

Erasure of Personal Data

Rendering personal data whose processing grounds have ceased inaccessible and unusable in any way for the relevant users; one of the three disposal methods under the KVKK.

ETBİS (Electronic Commerce Information System)

The information system in which the Ministry of Trade collects e-commerce data and records online sellers and marketplaces; registration is mandatory.

EU AI Act

The European Union regulation, in force since 2024, that classifies AI systems by risk level, bans certain practices, imposes strict obligations on high-risk systems and transparency rules on others.

Exceptions to the Right of Withdrawal

Contracts listed in the Distance Contracts Regulation for which the consumer cannot exercise the right of withdrawal; the main ones are personalised goods, perishable goods, opened hygiene products and immediately supplied digital content.

Exclusive Distribution

A distribution model in which a supplier undertakes to sell its products in a given territory or to a given customer group only through one dealer; generally permitted under the block exemption.

Exit

A venture capital investor or founders leaving the company by converting their investment into cash through a sale of the company, a public offering or a transfer of shares.

Explicit Consent

Consent relating to a specific matter, based on information and expressed with free will; one of the processing conditions under the KVKK, but not the primary one.

Expulsion from a Limited Company

Removal of a shareholder from a limited company by general assembly resolution on grounds set out in the articles, or by court order on the company's application where there is just cause.

F

Fake Invoice

An invoice issued as if a supply of goods or services took place when none did; issuing and using it is a tax evasion offence under the Tax Procedure Law, distinct from an invoice misleading as to content.

First-Place Claims

Claims in advertising that a product or brand is "Turkey's No. 1", "market leader", "best-selling" or "most preferred"; the scope, criterion and current research behind the claim must be stated clearly in the ad.

Fixed-Term Employment Contract

An employment contract concluded based on objective conditions such as fixed-term work, completion of a specific job or occurrence of a specific event; it may not be renewed successively without an essential reason.

Food Supplement Advertising

The rule that advertising for food supplements such as vitamins, minerals and herbal products may not claim to prevent, treat or cure disease and may use only nutrition and health claims permitted by legislation.

Foreign Direct Investment

A foreign investor establishing a new company or branch in Turkey or acquiring shares in an existing company; governed by Foreign Direct Investment Law No. 4875.

Forfeiture Periods in Employment Law

Statutory periods for exercising a particular right which, if missed, extinguish the right itself; reinstatement, just cause termination and material change are the main examples.

Formal Investigation

The review process opened by the Turkish Competition Board when it finds serious suspicion of an infringement after a preliminary investigation, in which undertakings have rights of defence and which may end with a finding of infringement and sanctions.

Founders’ Agreement

An agreement in which a venture's founders set out, before incorporation or the first investment, the share split, roles, intellectual property, vesting and departure rules.

Funding Round

The process by which a company raises financing from new investors at a set valuation, usually through a capital increase; referred to as pre-seed, seed, Series A and later rounds.

G

GDPR (General Data Protection Regulation)

The EU's general data protection regulation, applicable since 25 May 2018, which also applies to non-EU companies offering goods or services to individuals in the EU or monitoring their behaviour.

General Assembly

The company organ in which shareholders or partners meet to decide on the company's fundamental matters, holding non-delegable powers.

Greenwashing

Presenting the environmental impact of a product, service or company more favourably than it is, through vague, exaggerated, selective or unprovable claims; treated as misleading advertising and an unfair commercial practice.

Group of Companies

A group in which a parent company directly or indirectly controls one or more subsidiaries through majority shareholding, a board majority, contract or other means.

Gun Jumping

Implementing a merger or acquisition requiring Competition Board clearance, wholly or partly, before the clearance decision; it makes the transaction legally invalid and leads to administrative fines.

H

Health Claims

A claim stating that a relationship exists between a food or one of its constituents and health; only scientifically assessed claims on the statutory lists may be used, under the prescribed conditions.

Healthcare Advertising Ban (Doctors and Hospitals)

The prohibition on doctors, healthcare institutions and healthcare professionals advertising, allowing only promotion and information within the limits permitted by legislation.

I

Illegal Betting

Organising betting on sports competitions without legal authorisation from within Turkey or abroad, facilitating it, acting as an intermediary for payments or advertising it; criminalised by Law No. 7258.

Indefinite-Term Employment Contract

An employment contract concluded without a specified term, the norm in Turkish employment law; it may be terminated by observing notice periods and, where conditions are met, the employee enjoys job security.

Indemnity

A contractual undertaking by which the seller or company agrees to cover the loss the buyer or investor would suffer if a specified risk materialises, without any requirement of fault or breach.

Independent Audit

The audit of the financial statements and the board's activity report of companies exceeding certain size thresholds by an independent auditor; scope depends on thresholds set by Presidential Decision.

Individual Exemption

Exemption of an agreement restricting competition from the prohibition where it jointly meets the four conditions in Article 5 of Law No. 4054, such as economic and technical progress and benefit to consumers.

Influencer Marketing

Promotion by brands through social media influencers in return for payment, products, gifts or discounts; such posts must state clearly, understandably and noticeably that they are advertising.

Information Exchange between Competitors

Competitors sharing competitively sensitive information such as future prices, capacity, costs or strategy, directly or through intermediaries such as trade associations, common suppliers or consultants.

Interference with Information Systems

The offence of hindering or disrupting the operation of an information system, or destroying, altering, rendering inaccessible or inserting data into it; covers ransomware and sabotage incidents.

Interim Injunction

A temporary protective order issued by the court until the case is decided, where a change in the current situation would make obtaining the right much harder or impossible, or where delay would cause serious harm.

Internal Directive

The regulation by which a joint stock company's board, authorised by the articles, delegates management in whole or part and sets out the allocation of duties and reporting lines.

Internal Investigation

A company's in-house examination of potentially unlawful or non-compliant acts by employees or managers, through collecting evidence, conducting interviews and reporting findings.

Intervening Party

The status acquired by a natural or legal person directly harmed by an offence who joins the public prosecution, gaining rights to submit evidence, attend hearings and appeal.

Investment Agreement

An agreement setting out the amount the investor will invest in the company, the shares it will receive, the payment and closing conditions, and the assurances given by the company and founders.

Investor Information Rights

An investor's right to receive regular reports on the company's financial position and activities and to inspect certain documents; extended by the shareholders' agreement beyond statutory information rights.

IP Infringement Complaints on Marketplaces

A process under which the owner of a trade mark, design, patent or copyright complains to a marketplace about an infringing product, the marketplace removes it and the seller may object.

J

Job Security

Protection ensuring that the indefinite-term contracts of qualifying employees can only be terminated for a valid reason; applies to employees with at least six months' seniority at workplaces with thirty or more employees.

Joint Stock Company (A.Ş.)

A commercial company with a fixed share capital divided into shares, liable for its debts only with its own assets, whose shareholders are liable only for the capital they have subscribed.

Joint Venture

A company jointly controlled by two or more undertakings; subject to merger control if it performs all the functions of an autonomous economic entity on a lasting basis, otherwise to the rules on anti-competitive agreements.

Jurisdiction Agreement

A contract or clause by which merchants or public legal entities agree in writing which court will have jurisdiction over their disputes.

L

Leaver Provisions (Good Leaver and Bad Leaver)

Provisions determining at what price and to what extent a departing founder's or employee's shares are transferred to other shareholders or the company, depending on the reason for departure (good leaver or bad leaver).

Legal Bases for Processing Personal Data

The legal grounds listed in Article 5 of the KVKK, at least one of which must be present for a personal data processing activity to be lawful.

Legitimate Interest

The processing condition in Article 5(2)(f) of the KVKK that allows a data controller to process personal data without explicit consent where this is necessary for its legitimate interests, provided that it does not harm the fundamental rights and freedoms of the data subject.

Leniency (Active Cooperation)

The programme under which an undertaking or manager that participated in a cartel obtains immunity from or a reduction of fines by reporting the cartel to the Competition Authority and cooperating throughout the investigation.

Liaison Office

An office opened by a foreign company in Turkey with Ministry of Industry and Technology permission solely for market research, promotion and liaison, without conducting commercial activity.

Limitation Period

The debtor acquiring the right to refuse performance if a claim is not pursued within the period set by law; the claim does not end but can no longer be enforced through the courts.

Limitation Periods in Employment Law

The period within which employee claims may be enforced by litigation; severance, notice and bad faith compensation, annual leave pay and wage claims are subject to a five-year limitation period.

Limited Company Manager

The person who manages and represents a limited liability company, appointed in the articles or by the general assembly; where there are several managers, they form a board of managers.

Limited Liability Company (Ltd. Şti.)

A commercial company of up to fifty shareholders, with capital divided into capital shares, liable for its debts only with its own assets and with simpler governance.

Liquidation

The process of completing the pending business of a dissolved company, collecting its receivables, paying its debts, distributing the remaining assets to shareholders and deleting the company from the trade registry.

Liquidation Preference

The right of an investor to receive its investment, or a multiple of it, before other shareholders on a sale, liquidation or similar exit event.

Litigation Costs

Expenses incurred to bring and conduct a case, such as court fees, expert and witness fees, service costs and attorney fees; borne by the losing party.

M

Mandatory Mediation

The requirement in certain disputes to apply to a mediator before filing a case; a case filed without doing so is dismissed on procedural grounds.

Marketplace Liability for Illegal Content

A marketplace's obligation, while not required to pre-screen sellers' content, to remove illegal content without delay once aware of it and to notify the relevant authorities.

Material Change in Working Conditions

A significant change to the employee's detriment in working conditions arising from the employment contract, staff regulations or workplace practice; a change not accepted by the employee in writing within six working days does not bind the employee.

Media Organisation Liability

The obligation of organisations providing the media in which ads appear, such as television, radio, newspapers, websites, social media platforms and outdoor sites, to comply with commercial advertising rules.

Merger

Two or more independent undertakings becoming a single undertaking; mergers exceeding turnover thresholds must be notified to and approved by the Turkish Competition Board.

Message Management System (IYS)

The national database in which approvals and opt-outs for commercial electronic messages are recorded, with which service providers must register and through which recipients can manage their permissions.

Minority Rights

Rights granted to shareholders representing at least one tenth of the capital in a joint stock company (one twentieth in public companies), such as calling a general assembly, adding agenda items, requesting a special audit and seeking dissolution for just cause.

Mobbing (Workplace Psychological Harassment)

The systematic and persistent exposure of an employee at work to intimidation, exclusion, humiliation or pressure by the employer, managers or colleagues.

Money Laundering

Transferring abroad assets derived from an offence carrying a minimum penalty of six months' imprisonment or more, or subjecting them to transactions to conceal their illicit source or give the impression that they were lawfully acquired.

N

Negative Declaratory Action

An action brought by a person seeking a court declaration that they do not owe a debt claimed from them or for which enforcement proceedings have been started.

Net Transaction Volume

The total of final invoices or equivalent documents to be issued for sales made by a marketplace or seller through an e-commerce environment in a given period; cancellations and returns are excluded.

No-Poach Agreements

Agreements between companies not to solicit or hire each other's employees; the Turkish Competition Board treats them as cartels in the labour market.

Non-Compete Obligation (in Vertical Relationships)

An obligation on a buyer not to manufacture or sell competing products, or to purchase most of its requirements from a single supplier; to benefit from the block exemption, it must not exceed five years.

Notice Periods

The obligation of the party terminating an indefinite-term employment contract to give the other party two to eight weeks' notice depending on the employee's seniority; the contract ends at the end of the notice period.

Nutrition Claims

Claims that a food has a particular property in terms of nutrients such as energy, fat, sugar, salt, fibre, protein or vitamins, such as "low fat", "no added sugar" or "high protein"; each is subject to statutory conditions.

O

Obtaining the Employee’s Defence before Termination

The requirement to obtain the defence of an employee covered by job security against the allegations before terminating their indefinite-term contract for reasons related to conduct or performance.

Occasional Transfer

An exceptional route for transfers abroad, available only where there is no adequacy decision or appropriate safeguard, for transfers that are not regular, fall outside the normal course of business and take place once or a few times.

Occupational Health and Safety Obligations

The employer's obligations under Law No. 6331 to ensure employees' work-related health and safety, including carrying out risk assessments, appointing a safety specialist and workplace physician, providing training and taking the necessary measures.

On-Call Work

A part-time employment relationship, established by written contract, in which the employee is called to work when needed for the work they have undertaken; if hours are not agreed, 20 hours a week are deemed agreed.

Organisational Measures

Institutional measures taken by the controller to secure personal data, such as policies, procedures, training, contracts, authorisation and audits.

Over-indebtedness

The situation where a company's assets are insufficient to cover its debts, valued both on a going-concern basis and at likely sale prices; it triggers the management body's duty to notify the court.

Overtime

Work exceeding 45 hours per week; each hour is paid at a 50 percent premium, requires the employee's consent and may not exceed 270 hours a year.

P

Part-Time Work

A working arrangement in which the employee's normal weekly working time is set significantly lower than, i.e. up to two-thirds of, that of a comparable full-time employee.

Payment in Lieu of Notice

Compensation equal to wages for the notice period that the party terminating an indefinite-term employment contract without observing the notice period must pay the other party.

Penetration Test

An authorised and controlled security test of an organisation's information systems using the methods a real attacker might use, aimed at uncovering vulnerabilities.

Personal Data

Any information relating to an identified or identifiable natural person; the starting point for every obligation under the KVKK.

Personal Data Breach

Processed personal data being obtained by others through unlawful means; the controller must notify the Board within 72 hours of becoming aware of it and data subjects within the shortest reasonable time.

Personal Data Inventory

The core compliance document showing which personal data the controller processes in which processes, for what purpose and on what legal basis, to whom it transfers it, how long it keeps it and what measures it takes.

Personal Data Retention and Destruction Policy

A policy setting out how long the controller keeps personal data, by which method it is disposed of at the end of that period and at what intervals periodic destruction takes place; mandatory for those required to register with VERBİS.

Pharmaceutical Advertising

The prohibition on advertising medicinal products for human use to the public, whether prescription or over-the-counter, with promotion permitted only to healthcare professionals under the applicable rules.

Power of Representation

The authority to carry out transactions with third parties on the company's behalf and bind the company; held by the board in a joint stock company and by managers in a limited company, and registered with the trade registry.

Pre-Contractual Information Obligation

The seller's obligation, before a distance contract is concluded, to give the consumer clear and understandable information on matters such as the seller's identity, main characteristics of the product, total price, payment and delivery, the right of withdrawal and dispute resolution, and to obtain confirmation.

Pre-emptive Right

The statutory right of existing shareholders in a capital increase to acquire new shares in proportion to their holdings before others, in order to maintain their percentage.

Pre-money Valuation

The value placed on a company immediately before a new investment; added to the investment amount, it gives the post-money valuation.

Precautionary Attachment

The temporary seizure, by court order at the creditor's request, of the debtor's assets to secure the future collection of a monetary claim.

Preferred Shares

Shares created by the articles of association that carry superior rights over other shares in matters such as dividends, liquidation proceeds, voting, pre-emption or board representation.

Preliminary Investigation

The first stage of review by the Turkish Competition Board, following a complaint, tip-off or its own findings, to determine whether there is serious suspicion of an infringement warranting a full investigation.

Preservation of Evidence

The court-supervised examination and recording, before or during proceedings, of evidence at risk of being lost or altered.

Price Labelling

The obligation to display the prices of goods and services offered for retail sale so that consumers can see them easily, in Turkish lira including all taxes; governed by the Price Labelling Regulation.

Principal Employer

The employer that gives part of the work at its workplace to a subcontractor and is jointly liable with the subcontractor for obligations to the subcontractor's employees relating to that workplace.

Prize Draws

Campaigns organised to promote a product or brand in which winners are determined by chance; they require permission from the National Lottery Administration even if participation is free.

Probation Period

A period agreed at the start of an employment contract for the parties to get to know each other, of up to two months (four months under a collective agreement); during it either party may terminate without notice and without compensation.

Profiling

Automated analysis of personal data to evaluate or predict a person's preferences, behaviour, economic situation, health or reliability.

Promotional Campaigns

Campaigns offering gifts, points, coupons, second-item discounts or free services with goods or services to boost sales; campaign terms must be clear, accurate and announced in advance.

Pseudonymisation

Replacing direct identifiers in personal data, such as names, with a code or pseudonym; because the person can be re-identified with additional information (the key), pseudonymised data remains personal data.

Push Notification

Short messages sent instantly by mobile apps or web browsers to a user's device; promotional ones are commercial electronic messages and require prior approval.

R

Recognition and Enforcement

A Turkish court decision giving a foreign court judgment or arbitral award the effect of a final judgment in Turkey (recognition) or making it enforceable in Turkey (enforcement).

Reinstatement Claim

A claim by an employee covered by job security, whose contract was terminated without a valid reason, for reinstatement, brought by applying to a mediator within one month of the termination notice and, failing agreement, to the labour court.

Release Agreement (İbraname)

A written document showing that, after the employment contract has ended, the employee has received their claims from the employer and releases the employer from them; it is null and void if it does not meet the conditions in Article 420 of the Turkish Code of Obligations.

Release of Directors

The general assembly's resolution accepting that the company will not bring liability claims against board members or managers for their management during a given financial year.

Relevant Market

The area of assessment in a competition review, defined by combining the product market of substitutable products with the geographic market in which conditions of competition are sufficiently homogeneous.

Remote Work

An employment relationship, established in writing, in which the employee performs work within the employer's organisation from home or outside the workplace using technological communication tools.

Representations and Warranties

Assurances given by the seller or company in an investment or share purchase agreement about the company's legal, financial and commercial position, giving rise to liability if untrue.

Resale Price Maintenance

A supplier setting a minimum or fixed price at which the buyer must resell the product; a hardcore restriction in vertical relationships, while maximum and recommended prices are, as a rule, permitted.

Restrictions on Marketplaces

Restrictions introduced in 2022 on marketplaces: the ban on selling their own brands, the ban on using seller data for competitive advantage, the ban on unfair commercial practices towards sellers, and advertising, transport and payment service limits for large marketplaces.

Right of First Refusal (ROFR)

The right of other shareholders, if a shareholder wishes to sell its shares to a third party, to buy those shares first at the same price and on the same terms.

Right of Withdrawal

The consumer's right to withdraw from a distance contract within fourteen days without giving reasons and without paying a penalty; since 2026, return costs may generally not be charged to the consumer.

Rights of the Suspect

The statutory rights of a person under suspicion in a criminal investigation, such as the right to remain silent, to legal counsel, to have relatives informed and to request evidence in their favour.

S

SAFE (Simple Agreement for Future Equity)

An investment agreement with no interest or maturity, under which the investor pays now and acquires the right to receive shares in a future funding round or exit.

Search and Seizure

Searches of homes, workplaces and belongings to obtain evidence or arrest a suspect in a criminal investigation, and seizure of items that may be evidence or subject to confiscation; special rules apply to computers and digital data.

Settlement

A procedure under which an undertaking acknowledging the existence and scope of an infringement during an investigation obtains a reduction of the fine in return for the investigation being concluded quickly.

Severance Pay

Compensation paid by the employer, equal to thirty days' gross wages including regular benefits for each full year of service, when the contract of an employee with at least one year of service ends for one of the reasons listed in the law.

Share Purchase Agreement (SPA)

An agreement governing the transfer of a company's existing shares from the selling shareholder to the buyer, the purchase price, conditions precedent and the seller's assurances.

Shareholder Borrowing Prohibition

The rule that shareholders may not borrow from the company unless they have paid their due capital contributions and the company's profit, together with free reserves, covers prior years' losses.

Shareholder Liability for Public Debts

The possibility of holding limited company shareholders liable in proportion to their capital shares, and companies' legal representatives personally, for taxes, social security premiums and other public receivables that cannot be collected from the company.

Shareholders’ Agreement (SHA)

An agreement alongside the articles of association that governs the shareholders' relations on management, share transfers, financing and exit, and binds only its parties.

Single Economic Unit

The treatment of group companies under the same control as a single undertaking for competition law purposes despite being separate legal entities; it has consequences for intra-group agreements, turnover calculation and parent company liability.

Social Media Advertising

Promotion by brands on social media platforms, such as sponsored posts, targeted ads, collaborations with content creators and brand account posts; this content is also subject to commercial advertising rules.

Special Audit

The examination of specific events, necessary for shareholders to exercise their rights, by an independent expert appointed by general assembly resolution or court order.

Special Categories of Personal Data

Sensitive categories of data listed exhaustively in the KVKK, such as health, biometric and genetic data, religion, political opinion and criminal convictions, which may be processed only on narrower conditions.

Standard Contractual Clauses

The safeguard contract published by the Personal Data Protection Board, signed without changes for transfers abroad and notified to the Authority within five business days.

Statutory Attorney Fee

The fee awarded under the Attorneys' Minimum Fee Tariff in favour of the winning party represented by a lawyer, paid by the losing party and belonging to the lawyer.

Stay of Execution

An administrative court order suspending, until the case is decided, the implementation of an administrative act that is manifestly unlawful and whose implementation would cause irreparable or hard-to-repair harm.

Subcontractor

A natural or legal person that takes on ancillary work, or a part of the main work requiring expertise for business and technological reasons, from an employer and employs its own employees solely at that workplace for that work.

Subscription Contract

A contract under which goods or services are provided regularly and continuously for a fixed or indefinite term; consumers may terminate indefinite-term subscriptions, or fixed-term ones longer than a year, without reason or penalty, and termination may not be made harder than signing up.

Superiority Claims

Claims in advertising that a product or brand is "better", "faster", "most effective" or "highest quality" than competitors; the criterion must be stated clearly and be provable with current, independent documents.

T

Tag-along Right

The right of minority shareholders, when the majority shareholder or founders sell their shares to a third party, to sell their own shares to that buyer at the same price and on the same terms.

Targeted Advertising with Personal Data

Showing specific advertising to particular people or groups using personal data such as browsing history, location, purchasing behaviour or demographics; subject together to the KVKK, cookie rules and commercial electronic message legislation.

Technical Measures

Measures taken by the controller in information systems to secure personal data, such as access management, logging, encryption, firewalls, backups and penetration testing.

Technology Undertakings Rule

The rule requiring a merger filing for acquisitions of targets active in digital platforms, software, gaming, fintech, biotechnology, pharmacology, agrochemicals and health technologies despite low Turkish turnover.

Temporary Employment Relationship

An employment relationship in which the employee is temporarily assigned to work for an employer (the user undertaking) other than the employer party to the employment contract; it may be established through a private employment agency or within a holding or group of companies.

Term Sheet

A document summarising the key commercial and legal terms of an investment or acquisition, signed before the final agreements and, as a rule, largely non-binding.

Termination for Just Cause

Immediate termination of the employment contract by the employee or employer without notice, on the grounds of health reasons, conduct contrary to morality and good faith, or compelling reasons listed in Articles 24 and 25 of the Labour Law.

Termination for Valid Reason

Termination of the indefinite-term contract of an employee covered by job security based on a valid reason arising from the employee's capability or conduct, or from the requirements of the business, workplace or work.

Territorial and Customer Restrictions

Restrictions on the territory in which, or the customers to whom, a buyer may sell the contract goods; restricting active sales is possible under certain conditions, while restricting passive sales is generally a hardcore restriction.

Tobacco Advertising Ban

The prohibition under Law No. 4207 on all advertising, promotion and sponsorship of tobacco products and their brands, logos or signs; electronic cigarettes and similar products are also assessed under the ban.

Trade Name

The name under which a merchant conducts the business of its commercial enterprise and signs, registered with the trade registry and protected by law.

Trade Registry

The official public register in which information on merchants and businesses required by law to be registered is recorded; kept electronically in Turkey through MERSİS.

Transfer of a Commercial Enterprise

The transfer of a commercial enterprise as a whole, with its assets and liabilities, to another person without transferring its elements one by one.

U

Unauthorised Access to Information Systems

Unlawfully entering all or part of an information system or continuing to remain in it; monitoring data transfers within the system is an aggravated form of the offence.

Undertaking

An economic unit that produces, markets or sells goods or services in the market and can make independent decisions; all prohibitions and obligations of competition law are directed at undertakings.

Unfair Commercial Practice

Misleading or aggressive commercial practices contrary to the requirements of professional diligence that materially distort, or are likely to distort, the economic behaviour of consumers; prohibited under Law No. 6502.

Unfair Contract Terms

A term included in a contract without negotiation with the consumer that, contrary to good faith, causes an imbalance in the parties' rights and obligations to the consumer's detriment; such terms are null and void.

Unit Price

The price of goods per unit of measurement such as kilogram, litre, metre, square metre or item; it must be shown together with the sale price so that products packed in different quantities can be compared.

User Agreement

The membership agreement or terms of use governing a website's, mobile app's or digital platform's relationship with its users; it sets out the scope of the service, the parties' rights and obligations and content responsibility.

V

Valuation Cap

The upper limit of the valuation at which a SAFE or convertible note converts into shares; it protects the early investor if the company is valued higher in the next round.

Venture Capital

Risk capital provided to young companies with high growth potential in exchange for shares, with returns expected mainly from a future sale (exit).

Venture Capital Investment Fund (GSYF)

An investment fund established by a portfolio management company and subject to Capital Markets Board regulations, investing money raised from qualified investors mainly in venture companies.

VERBİS (Data Controllers’ Registry)

The public registry and information system kept by the Personal Data Protection Authority in which data controllers record their personal data processing activities.

Vertical Agreements

Agreements between undertakings operating at different levels of the production or distribution chain relating to the conditions under which they purchase, sell or resell certain goods or services.

Vesting

The gradual earning of shares or options granted to a founder, employee or adviser, conditional on remaining with the company for a set period or reaching set milestones, rather than all at once.

Legal terms,explained plainly.

A

B

C

D

E

F

Legal terms,
explained plainly.