A company that relies solely on its own country’s legal counsel in international trade faces a serious gap when it comes to transactions in Turkey. Article 44/B of the Attorneys’ Act No. 1136 provides that foreign law partnerships may advise in Turkey only on their own country’s law and on international law, and only on a reciprocity basis. Litigation, enforcement proceedings, and official applications under Turkish law, however, can only be carried out by a lawyer licensed to practice in Turkey. This restriction makes it almost essential, for secure international trade, to put in place a coordinated model in which two separate legal advisors work together.
Why a Single Legal Advisor Falls Short
Foreign legal counsel can assess their own country’s legislation and the contract within that framework, but they have no authority to represent the company in litigation, enforcement proceedings, or official applications in Turkey. This is not an oversight; it is a boundary set directly by Act No. 1136. Companies often do not notice this limit until after the contract is signed, the problem surfaces only once a dispute arises.
For example, when a contract between a Turkish company exporting construction materials to the Middle East and its foreign partner has been reviewed only by counsel qualified in that partner’s jurisdiction, it may not provide sufficient grounds for an enforcement proceeding brought in Turkey. Having the contract also reviewed under Turkish law has a direct bearing on whether the receivable can actually be collected. At this point, a review under commercial contract law brings the risk into view at an early stage.
The Basic Structure of the Coordination Model
The coordination model rests on a defined division of labor between the lead legal advisor, who handles the company’s core relationship, and the local lawyer, who follows through on official proceedings in Turkey. The lead advisor understands the overall framework of the commercial relationship, the risks involved, and the commercial intent behind it. The local lawyer determines which procedure under Turkish law gives effect to that intent.
For example, in an investment project, while the lead legal advisor manages contract negotiations, the local lawyer handling company registration in Turkey and the related official procedures gets involved from the outset. The two sides agree in advance on who will prepare which document and at what stage it will be handed over to the other. In registration and representation proceedings carried out under Turkish Commercial Code No. 6102, this clarity prevents delay. This kind of cooperation is, in practical terms, what the broader concept of legal partnership looks like in practice.
For the model to work, what is needed is not a hierarchy but a clear division of roles. The local lawyer does not alter the lead advisor’s strategic decisions; rather, they show which legal framework in Turkey that decision falls under.
Which Transactions Require a Local Lawyer
Filing a lawsuit, initiating enforcement proceedings, title deed (TAPU) transactions, company registration, and applications to official authorities are all matters that, in Turkey, can only be carried out by an authorized lawyer or official representative. This list does not cover matters such as contract negotiation or commercial strategy, those can remain within the lead advisor’s domain.
For example, a residence permit application for the Turkish representative of a company with foreign partners is handled under Law No. 6458 on Foreigners and International Protection, while a work permit application falls under Law No. 6735 on International Labor Force, and this process must be followed by a person authorized to act in Turkey. Likewise, enforcement proceedings initiated in Turkey to collect an amount that a buyer abroad has failed to pay also fall within the local lawyer’s domain. The text of the relevant law can be consulted to clarify which procedure applies to which transaction.
Matters such as share transfers between companies, changes to ownership structure, and title deed transfers are assessed under the same logic. The legal framework in this area falls within corporate and commercial law.
How to Set Up Information Flow and Authorization
The point where coordination between two legal advisors most often stalls is the process of powers of attorney and document authentication. For a power of attorney executed abroad to be valid in Turkey, it must satisfy a formal requirement such as an apostille or consular certification.
For example, if a power of attorney executed abroad lacks an apostille or consular certification, the land registry office or court proceeding in Turkey may come to a standstill before it can be completed. This kind of delay usually does not stem from a legal error, but from a failure to plan the document flow in advance. When the lead advisor and the local lawyer agree at the outset on which document needs to be prepared, when, and under what formal requirements, this risk is avoided.
The scope of the authorization must also be clear. Whether the power of attorney granted to the local lawyer covers only a specific transaction or the entire relationship should be set out in writing between the parties.
Common Weak Points in the Model
The point where the coordination model most often breaks down is the absence of regular communication. When the two advisors only contact each other once a problem has already arisen, the risk of missed deadlines or improperly prepared documents increases.
For example, when correspondence between the two legal advisors takes place only at irregular intervals and through a single channel, the likelihood of missing an objection or application deadline rises. Such deadlines under Turkish law are generally short and strict, and they cannot always be remedied after the fact.
The second weak point is differences in language and terminology. A term the lead advisor uses under their own legal system may correspond to a different institution under Turkish law. When this difference goes unnoticed and is carried over into the contract, the expectations of the two parties drift apart. Catching these differences early during the drafting and review of contracts reduces the disputes that might otherwise arise later.
Conclusion: The Sequence to Follow When Setting Up the Coordination Model
The sequence a company can follow to build a secure legal structure for international trade can be summarized as follows.
- First, clarify which transactions require a local lawyer under Turkish law (litigation, enforcement, title deed transactions, registration, permit applications).
- Establish a written division of labor and a communication channel between the lead advisor and the local lawyer.
- Plan the power of attorney and document authentication processes in line with formal requirements before the transaction begins.
- Review contract terminology jointly, taking into account the differences between the two legal systems.
When this sequence is followed, the points where a single law firm falls short become visible before the transaction begins, and the company does not run into an unexpected bottleneck midway through the process. Putting a regular legal advisory structure in place in advance turns the coordination model from a one-off fix into a mechanism that operates continuously.
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