Whether a check or a promissory note qualifies as a negotiable instrument depends on the mandatory formal requirements of the Turkish Commercial Code (TTK); a document that does not state the place and date of issue loses its character as a promissory note and is treated as an ordinary written document.
As a rule, a signature placed over the company stamp binds only the company; the personal liability of the authorized signatory is established by a second signature placed outside the stamp.
The debtor must prove by written evidence any claim that the instrument is a promissory note given as security, or that it was filled in contrary to the agreement after being signed in blank; merely writing the words "given as security" on the instrument is not regarded as sufficient.
For a lost instrument, an order prohibiting payment may be requested from the court and an action for cancellation may be filed before the Commercial Court of First Instance; the cancellation decision rendered after the publication and waiting periods takes the place of the instrument.
In business and in daily life, we often come across negotiable instruments such as checks and promissory notes. Yet we often do not fully understand their legal nature, their validity and the conditions they must meet. In this article, negotiable instruments such as checks and promissory notes are examined as they are issued, received and made the subject of enforcement proceedings: we have tried, as far as we are able, to explain the legal requirements to be borne in mind in these processes, the validity of signatures and the consequences that these elements produce.
Given that missing mandatory elements in the text of the instrument or errors in the authority of representation may lead to serious losses of rights for creditors, it is also necessary to have a good grasp of the minimum requirements that a valid negotiable instrument must contain and of the allocation of the burden of proof.
Negotiable instruments head the list of tools frequently used in commercial transactions and debt relationships to secure a receivable and improve the prospects of collecting it. Under the provisions of the Turkish Commercial Code No. 6102 (TTK) and the Enforcement and Bankruptcy Law No. 2004 (İİK), securities (kıymetli evrak) such as checks and promissory notes (emre muharrer senet) are subject to a legal regime different from that of receivables in general, owing to the abstract acknowledgment of debt they embody and their strict formal requirements.
Under these provisions, an instrument’s status as a negotiable instrument significantly speeds up the collection process by allowing the creditor to initiate enforcement by attachment specific to negotiable instruments under the İİK. However, the ability to benefit from this depends on the instrument having been issued in compliance with the absolute formal requirements laid down by law.
In this study, the mandatory formal requirements for negotiable instruments and the consequences of failing to meet them are examined, and the importance of elements such as the signature and the authority of representation in terms of the law of evidence is discussed.
● Mandatory Formal Requirements and Legal Nature of Negotiable Instruments
In commercial life, checks and promissory notes as a rule contain an acknowledgment of debt that is independent of its underlying cause (abstract). Under the relevant articles of the TTK, for a document to qualify as a promissory note, its text must contain the word "bono" or "emre muharrer senet" (promissory note), an unconditional promise to pay a specified sum, the maturity date, the place of payment, the name of the person to whom or to whose order payment is to be made, the date and place of issue, and the signature of the issuer.
The absence of these elements directly affects the legal nature of the document. For example, a document that does not state the place of issue (or an address next to the issuer’s name) and the date of issue loses its character as a promissory note and is treated as an ordinary written document (prima facie written evidence or written evidence). This prevents the creditor from resorting to the expedited enforcement procedures specific to negotiable instruments and makes the burden of proof heavier under the general provisions. The situation is similar for checks: the word "çek" (check), an unconditional order to pay, the drawee bank, the place of payment, the date and place of issue, and the drawer’s signature are absolute requirements.
"Although freedom of form prevails under the TTK, for the sake of the security of circulation, all the formal requirements that securities must meet are set out in the law. When Articles 671, 776 and 780 of the TTK are examined, it is seen that negotiable instruments have been made subject to strict formal requirements. Therefore, the possible intentions of the parties are of no importance. The acceptance of an instrument as a negotiable instrument depends on the existence of the requirements in the TTK, and where formal elements are missing, the instrument will not have the character of a negotiable instrument." Court of Cassation (Yargıtay), 12th Civil Chamber, Docket No. 2020/166, Decision No. 2020/7411, 22.09.2020
"Upon examination of the promissory note in dispute, it was understood that the place of issue had not been written, that the drawer’s address was not given in full and was written only as Başhüyük, and that there was therefore no place of issue, that under Articles 776 and 777 of TTK No. 6102 the place of issue is one of the mandatory elements of a promissory note, and that, pursuant to the judgment of the 11th Civil Chamber of the Court of Cassation of the Republic of Türkiye dated 13/01/2014, Docket No. ..., Decision No. ..., and the judgment of the 12th Civil Chamber of the Court of Cassation of the Republic of Türkiye dated 13/06/2022, Docket No. ..., Decision No. ..., the details of which are given above, a promissory note without a place of issue does not have the character of a negotiable instrument; accordingly, it was decided that the action be dismissed." Konya Regional Court of Appeal, 6th Civil Chamber, Docket No. 2025/1390, Decision No. 2025/1112, 10.09.2025
"The identity of the person who drew up a document is usually understood from the signature at the bottom of the document. If a signature is required for the document to be valid, an unsigned writing cannot be regarded as a document and therefore cannot be the subject of the crime of forgery. In negotiable instruments, the person’s signature must be placed on the document in their own handwriting. This is because the signature constitutes the mandatory constitutive formal requirement of the negotiable instrument concerned, and in the absence of a signature the document cannot be accepted either as a negotiable instrument or as a document producing legal consequences. Court of Cassation, 11th Criminal Chamber, Docket No. 2016/12395, Decision No. 2017/740, 07.02.2017
● Signature Examination and Authority of Representation
One of the most common legal risks encountered when accepting a check or a promissory note is an objection to the signature. The signature on the instrument must belong to the debtor personally or to a person authorized to represent the debtor. For instruments issued on behalf of legal entities (companies), the signature must be placed over the company stamp, and the signatory must be a representative who has the capacity and authority to undertake obligations under negotiable instruments on behalf of the company.
Another very important point to note here is the second signature placed outside the stamp, in addition to the signature placed on behalf of the legal entity, to ensure that the authorized signatory is also personally liable (a signature having the effect of an aval or giving rise to personal liability). As a rule, a single signature placed only over the company stamp binds only the company. To protect the creditor’s interests in any future actions in which the signature is denied, the most reliable method when accepting an instrument is to see personally that the signature comes from the debtor’s own hand and to have the instrument signed in one’s presence.
"Since it is seen that the issuer of the promissory note subject to the enforcement proceedings, issued on May 22, 2017, maturing on May 23, 2018 and with a face value of 2,000,000.00 TL, is ...… A.Ş. and that both signatures of the issuer on the front are over the company stamp, with no signature outside it, it must be accepted that the signature was placed on behalf of the company. The settled case law of this Chamber is also to this effect (for example, the decisions of 21.01.2019, Docket No. 2018/9989, Decision No. 2019/579, and of 04.12.2017, Docket No. 2016/24481, Decision No. 2017/15073)." Court of Cassation, 12th Civil Chamber, Docket No. 2020/5987, Decision No. 2021/1647, 17.02.2021
"It is seen that the receipt submitted to the file by the defendant, stating that the check in dispute was delivered to the plaintiff company, bears the company stamp but contains no information as to whom the signature placed on it belongs. In this situation, the court must first determine who signed the delivery receipt. To this end, the court should have had it explained which company employee the signature on the receipt belongs to; then determined, if necessary by corresponding with the Social Security Institution, whether the signatory is an authorized officer or representative of the plaintiff company or an employee assigned to the task; then summoned to court the person who used the plaintiff company’s stamp and signed the delivery receipt and asked whether the signature is theirs; and, if this person denied it, collected signature samples as the basis for a signature examination in respect of this person, obtained a report from a specialist panel of court-appointed experts and rendered a decision according to the resulting outcome; instead, rendering a decision on the basis of an incomplete and insufficient examination, consisting merely of examining the signatures of the persons authorized to represent the company on that date, has required reversal." Court of Cassation, 11th Civil Chamber, Docket No. 2020/7647, Decision No. 2022/404, 19.01.2022
● Notes Given as Security and Allocation of the Burden of Proof
Another legal dispute we often encounter in practice is the claim that an instrument is a "promissory note given as security" (teminat senedi). Since negotiable instruments contain an abstract acknowledgment of debt, a debtor who claims that the instrument was given as security for an underlying relationship (for example, the performance of a commercial contract) is obliged to prove this claim.
For an instrument to have the character of security, the mere fact that it bears the words "for security" does not always provide sufficient protection. Which contract and which performance the instrument secures must be clearly established by a written document between the parties (a security agreement, or clear and specific references written on the back/front of the instrument). Otherwise, the debtor must prove that the instrument was given for security purposes by written evidence that is procedurally proper and of equal strength. It is very important that creditors, when accepting an instrument even for security purposes, record its issue details (date of issue, amount, maturity date) in detail in the written contract between them.
"Although negotiable instruments may be assigned for security purposes, the text of the instrument must clearly show which legal relationship it secures. Although the front of the instrument in dispute bears the words "received for security purposes" and the back bears the words "its value is security", these are deemed not to have been written, since it is not explained which legal relationship has been secured. While the court should have resolved the dispute in line with the grounds explained above, its decision to accept the action on the written grounds has required reversal." Court of Cassation, 19th Civil Chamber, Docket No. 2017/4883, Decision No. 2018/5957, 21.11.2018
"As also stated in the settled case law of the Court of Cassation, for an instrument to have the character of a promissory note given as security, either the text of the instrument must clearly state in respect of which matter the security was given, or it must be made possible, through a separate contract referring to the said promissory note given as security, to determine that the instrument is a promissory note given as security. The words "given as security" written on an instrument do not by themselves give the instrument the identity of a promissory note given as security. The words "this is a promissory note given as security," "non-transferable" and "not endorsable" are invalid on their own and are deemed never to have been written. To the same effect (judgment of the 12th Civil Chamber of the Court of Cassation, Docket No. 2014/11410, Decision No. 2014/13843). The party asserting that an instrument is a promissory note given as security must prove this by a written document." Izmir Regional Court of Appeal, 11th Civil Chamber, Docket No. 2023/1373, Decision No. 2026/101, 23.01.2026
● Issuing Blank (Open) Instruments
Under the provisions of the law, it is legally possible to issue promissory notes and checks as blank instruments. In other words, when the instrument is delivered, it may simply be signed, leaving parts such as the maturity date and the amount to the creditor to be filled in later. However, if the debtor claims that the instrument was filled in contrary to the agreement between the parties, the debtor must prove this claim by written evidence.
In favor of the creditor, the presumption applies that the instrument was filled in as agreed, which makes proof easier. Nevertheless, to prevent allegations of bad faith, a written agreement between the parties on how the instrument is to be filled in maximizes legal security.
"Based on the proceedings conducted and the evidence collected, the court held that, under the law of negotiable instruments, a promissory note issued by signing in blank is valid if it is subsequently filled in, and dismissed the action on the grounds that the plaintiff was unable to prove by written evidence that the promissory note had been filled in contrary to the agreement" Court of Cassation, 19th Civil Chamber, Docket No. 2016/11366, Decision No. 2017/424, 25.01.2017
"Under Art. 680 of the TTK, which also applies to promissory notes by reference in Art. 778/2-f of the TTK, a promissory note may be put into circulation partially filled in or merely signed, and this deficiency may be remedied until the instrument is presented. Therefore, it is possible to issue a promissory note in which all elements other than the drawer’s signature are blank, and it is always possible to fill in this promissory note, complete its mandatory elements and deal with it as a negotiable instrument. In this case, while the court of first instance should have published the notices concerning the promissory note among the documents submitted to it and rendered a decision, it was not correct to refuse to accept as a promissory note the document that bears the drawer’s signature and whose missing elements could be filled in before it is put into circulation, and to dismiss the request for cancellation with respect to this promissory note." Istanbul Regional Court of Appeal, 14th Civil Chamber, Docket No. 2020/924, Decision No. 2023/273, 23.02.2023
"that any negotiable instrument may be drawn up so as to contain all its elements, and may also be given to the payee in blank, provided that it is filled in at the latest at the time of presentment; that in this case, for an instrument whose amount field is alleged to have been left blank when it was given, the drawer must prove by written evidence that it was filled in contrary to the contract; but that the plaintiff was unable to submit written evidence capable of proving the matter asserted; on these grounds, it was decided that the action be dismissed." Court of Cassation, 11th Civil Chamber, Docket No. 2020/5457, Decision No. 2021/5602, 20.09.2021
● Loss of a Negotiable Instrument
Owing to their nature as "securities", negotiable instruments are documents in which the right is closely bound to the instrument. Under this legal regime, a person who does not have possession of the instrument cannot, as a rule, assert the claim embodied in it. Consequently, if the instrument leaves the holder’s possession against their will (is stolen or lost) or is lost due to causes such as fire or flooding, the creditor faces the risk of the right being frozen or lost.
To remedy the harm suffered by the right holder when an instrument is lost, the Turkish Commercial Code provides for the institution of the "Action for Cancellation due to Loss". The legal procedure to be followed in this process and the points to be noted are as follows:
Order Prohibiting Payment: A holder who has lost possession of the instrument should apply to the court without delay, given the risk that the instrument may fall into the hands of third parties acting in bad faith and that the debtor may pay them. In this application, the court is asked to issue an interim injunction (prohibition of payment) addressed to the debtor (the issuer in the case of a promissory note, the drawee bank in the case of a check), ordering that the instrument not be paid.
Action for Cancellation and Publication of Notices: An action for cancellation of the instrument must be filed before the Commercial Court of First Instance that has subject-matter and territorial jurisdiction. If strong evidence that the instrument has been lost is submitted, the court publishes notices in the Turkish Trade Registry Gazette at certain intervals (usually three times), calling on anyone holding the instrument to produce it.
Waiting Periods: If the instrument is not submitted to the court within the waiting period laid down by law (for checks, at least three months from the expiry of the presentment period; for promissory notes, at least 6 months from the date of the first notice), the court decides to cancel the instrument. Monitoring these periods is critical so that the right is not lost.
Effect of the Cancellation Decision: The cancellation decision obtained from the court takes the place of the lost instrument. With this judgment, the creditor may demand payment from the debtor or, if necessary, initiate enforcement proceedings. The cancellation decision does not confer ownership of the instrument; it is in the nature of a document of identification that only enables the right arising from that instrument to be exercised.
Position of Third Parties Acting in Good Faith: Even if the holder who lost the instrument has filed an action for cancellation, if the instrument has entered circulation and has been acquired by a third party acting in good faith through a proper chain of endorsements, that person’s right may be protected. For this reason, resorting to legal remedies without losing any time, as soon as it is understood that the instrument has been lost, is the creditor’s only protection in the face of the "security of circulation".
Since the loss of a negotiable instrument means not merely the loss of a piece of paper but the loss of the means of proving the receivable, the action for cancellation is a technical judicial process that must be managed meticulously.
"In all cases involving the loss of an instrument, the cancellation decision has no effect whatsoever on the rights of third parties who acquired the instrument in good faith. The position of a person who has acquired the instrument in good faith does not change as a result of the cancellation decision. In other words, the principle of protecting good faith is not limited by the cancellation decision. After the action for cancellation has concluded in line with the plaintiff’s request, the holder, even if they acquired the instrument in good faith because they were unaware of this action, loses the position of being identified as the right holder against the debtor, because a canceled security is no longer a security. By contrast, if the instrument was acquired in good faith before the action concluded, the cancellation decision will thereafter have no adverse effect on the acquisition by the good-faith acquirer. The plaintiff must hand over the decision in their possession to the good-faith holder; and if, relying on this decision, the plaintiff has collected the amount of the instrument from the debtor, this sum must be transferred. In such cases, the third party acting in good faith has the right to proceed against the holder of the cancellation decision with a claim for the instrument to be delivered to them or a claim of unjust enrichment. Court of Cassation, Assembly of Civil Chambers, Docket No. 2017/1636, Decision No. 2019/319, 19.03.2019
"Under Art. 759 of the TTK, the person requesting cancellation is obliged to provide the court with evidence showing convincingly that the check was lost while in their possession, to submit a copy of the check, or to give information about the essential content of the check. What the person requesting cancellation must prove here is that the check of which they had possession left their possession against their will. However, in an action for cancellation, conclusive proof is not required; it is sufficient to show that it is "highly probable" that the check was lost (TTK Art. 760). Cancellation decisions obtained as a result of check cancellation actions filed without an opposing party do not constitute res judicata." Samsun Regional Court of Appeal, 3rd Civil Chamber, Docket No. 2025/732, Decision No. 2025/738, 28.04.2025
"In the present case, all these matters that led to the dismissal of the action will be discussed in actions that may be filed in response to subsequent developments. The decision of the court of first instance to dismiss the action on the grounds that, despite the time limit granted, the plaintiff did not submit any document showing an image of the promissory note and that it could not be understood from the contents of the file whether the plaintiff was the lawful holder was not found to be correct; since, with regard to the specific dispute, the existing evidence should have been deemed sufficient, the statutory notices published and a decision rendered according to the outcome, it was decided that the judgment dismissing the action be set aside and that the file be sent to the court that rendered the decision for the action to be heard again." Istanbul Regional Court of Appeal, 12th Civil Chamber, Docket No. 2024/769, Decision No. 2024/700, 09.05.2024
Although negotiable instruments are the most powerful tools facilitating the collection of a receivable, their strict formal requirements mean that the utmost care is required when they are issued and received. To avoid any loss of rights, it is vital for merchants and individuals to check the mandatory elements on the instrument and to verify the signatures.
Att. Taha Hüseyin Çebi
Ömer Korak
This article is a general assessment prepared in accordance with the legislation in force on its date of publication; it does not constitute a legal opinion. This English text is a translation of the Turkish original; in case of any discrepancy, the Turkish version prevails.
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