Enforceability of contracts executed by using electronic means in Türkiye

1) Is a contract legally enforceable if the parties exchange scanned copies of signed documents by email?

As a rule, yes. Turkish contract law is governed by the principle of freedom of form: under Article 12 of the Turkish Code of Obligations No. 6098 ("TCO"), a contract is valid without any particular form unless the law expressly requires one, so an exchange of scanned wet-signed counterparts by e-mail creates a binding contract for the vast majority of commercial agreements.

The real issue is not validity but evidence. A scan is neither an original deed nor a document signed with a secure electronic signature, so it does not qualify as a "senet" (deed) under the Code of Civil Procedure No. 6100 ("CCP"); it is admissible as a "document" under Article 199 CCP and will normally be treated as prima facie written evidence ("delil başlangıcı", Article 202 CCP), which merely opens the door to witness and other supporting evidence.

Where the law or the parties themselves require written form, Article 14/2 TCO accepts fax and similar means of communication only if confirmed, and the safe course is to have the counterparty confirm receipt and content in writing and to circulate wet-ink originals afterwards.

2) What requirements must be met for an electronic signature to be considered valid and legally binding?

Under Article 4 of the Electronic Signature Law No. 5070 a signature is "secure" only if it (i) is exclusively assigned to the signatory, (ii) is created with a signature-creation device kept solely under the signatory's control, (iii) permits identification of the signatory on the basis of a qualified electronic certificate, and (iv) allows any subsequent alteration of the signed data to be detected.

To qualify under the domestic regime, the signature must be based on a qualified electronic certificate issued by an electronic certificate service provider operating in Türkiye under the supervision of the Information and Communication Technologies Authority (BTK), subject to the special rules for foreign certificates in Article 14 of Law No. 5070. A secure electronic signature produces the legal consequences of a handwritten signature (Article 5 of Law No. 5070; Article 15/1 TCO) and constitutes a deed in evidentiary terms (Article 205/2 CCP).

This is the point most frequently missed by foreign parties: signatures generated on international platforms (e.g. DocuSign, Adobe Sign) do not automatically qualify as "secure electronic signatures" in Türkiye. Under Article 14 of Law No. 5070, the legal consequences of certificates issued by foreign electronic certificate service providers are determined by international agreements; where such a certificate is accepted by an electronic certificate service provider established in Türkiye, it is treated as a qualified electronic certificate. Otherwise, the signature will generally be assessed as ordinary electronic evidence rather than as a secure electronic signature. For companies, Article 1526/4 of the Turkish Commercial Code No. 6102 ("TCC") requires the authorised individual to sign on behalf of the company with a qualified certificate issued in his or her own name.

3) Can a contract be executed entirely electronically without a paper original?

Yes, provided the contract is not subject to a mandatory form. Where written form is required, a secure electronic signature satisfies it in full and no paper original is needed.

The statutory carve-outs must be checked first: Article 5/2 of Law No. 5070 excludes transactions subject to official form or a special ceremony and security/guarantee contracts other than bank letters of guarantee and surety bonds issued by insurance companies established in Türkiye, and Article 1526/1 TCC excludes bills of exchange, promissory notes, cheques and similar instruments together with acceptance, aval and endorsement on them.

Two practical points are regularly overlooked: electronically created and signed documents are expressly within the scope of stamp duty (Article 1/2 of the Stamp Duty Law No. 488), and the file must be archived together with its certificate status and a time stamp so that it remains verifiable years later, when the dispute actually arises. 

4) Are contracts and agreements concluded through online platforms or mobile applications legally enforceable?

Yes. Acceptance expressed by clicking, tapping or ticking a box is a valid declaration of intent under Articles 1 and 12 TCO, and the resulting contract is enforceable in principle.

Enforceability nevertheless depends on a compliance layer: the Law on the Regulation of Electronic Commerce No. 6563 imposes pre-contractual information duties, order confirmation and correction-of-input-error mechanisms; in B2C relationships the Consumer Protection Law No. 6502 and the Distance Contracts Regulation add mandatory pre-contractual disclosure on a durable medium and a fourteen-day right of withdrawal.

The most common ground on which such contracts are cut down in Turkish courts is the general terms and conditions regime (Articles 20–25 TCO): clauses that the counterparty was not given a genuine opportunity to learn of, and clauses foreign to the nature of the transaction, are deemed unwritten — which frequently affects jurisdiction, arbitration and liability-limitation clauses buried in platform terms. "Browse-wrap" acceptance is materially weaker than an affirmative click plus retained audit logs.

5) How can a party prove in court that an electronic document was actually signed by a particular person and that its content has not been altered?

If the document bears a secure electronic signature, the burden is largely discharged by law: such data has the status of a deed (Article 205/2 CCP), and where the signature is denied the court verifies it of its own motion, if necessary through an expert (Article 210 CCP).

Absent a secure electronic signature, the document is admissible under Article 199 CCP and is corroborated by surrounding technical evidence — server and IP logs, hash values, metadata, registered electronic mail (KEP) records under Article 1525 TCC, e-notification records and time stamps (Article 3 of Law No. 5070) — with an IT expert report normally required.

Evidence should be secured before the dispute escalates: a notarial determination or an application for preservation of evidence under Articles 400 et seq. CCP is far more persuasive than a printout produced at the hearing, and metadata is easily lost through routine IT operations.

6) Can a contract be considered validly executed if one or both parties sign it using a facsimile signature?

A facsimile (stamped or printed) signature does not satisfy the handwritten-signature requirement of Article 15 TCO. For negotiable instruments specifically, Article 1526/2 TCC expressly excludes facsimile signatures from the instruments it governs (bills of exchange, promissory notes, cheques), and Yargıtay case law treats a facsimile-signed bill as void as a negotiable instrument, though it may still be relied upon as ordinary evidence of the underlying debt.

For ordinary (non-formal) contracts, the position is less absolute: since Turkish law follows freedom of form (Article 12 TCO), a facsimile signature can bind the parties where an established course of dealing or an unequivocal subsequent act of performance shows acceptance — but this is a fact-specific defence raised after the event, not something a business should structure around in advance. The safer route is a qualified electronic signature under Law No. 5070, which does produce the effect of a handwritten signature.

7) In what circumstances does the law require a specific form of signature or a paper original despite the possibility of executing the contract electronically?

Official form or a paper original remains mandatory notwithstanding electronic feasibility in several defined cases: transfer of real estate ownership requires an official deed before the Land Registry (Article 706 TMK; Article 26 Land Registry Law No. 2644), a promise to sell real estate must be executed before a notary (Article 237/2 TCO; Articles 60/3 and 89 Notary Law No. 1512), and suretyship requires written form with the guaranteed amount and the guarantor's maximum liability handwritten by the guarantor personally (Article 583 TCO). Article 5/2 of Law No. 5070 separately excludes transactions subject to official form, together with collateral agreements other than bank letters of guarantee and surety bonds issued by Turkish-established insurers, from the scope of secure electronic signatures, and Article 1526/1 TCC excludes bills of exchange, promissory notes, cheques and related endorsements.

The point most often missed is that these exclusions cannot be cured by consent: even if both parties expressly agree to proceed electronically, a transaction falling within one of these categories remains invalid if executed without the prescribed paper form, and any electronic version signed instead carries no legal effect for the underlying transfer or guarantee.

8) What risks should businesses consider when using electronic methods to execute and sign contracts?

Beyond form validity, three risk categories recur in practice. First, evidentiary risk: absent a qualified electronic signature, an electronic exchange is admissible evidence under Article 199 CCP but not a deed, so proving authorship and integrity in a dispute typically requires IT-expert analysis of logs, metadata and hash values. Second, data-protection risk: processing signatory identity data, IP addresses and platform logs falls within the Personal Data Protection Law No. 6698 (KVKK), requiring a lawful basis, notice and adequate technical/organisational measures, with administrative fines for non-compliance. Third, terms-and-conditions risk: clauses embedded in a platform's standard terms — jurisdiction, arbitration, liability limitation — are deemed unwritten under Articles 20–25 TCO if the counterparty was not given a genuine opportunity to review them, which frequently unravels the very protections a business thought it had secured.

A fourth, often underestimated risk is cross-border: certificates issued by foreign providers are not automatically "secure" under Turkish law (Article 14 Law No. 5070), so contracts signed via international platforms with foreign counterparties may need parallel measures to preserve enforceability in Türkiye.

9) Which types of contracts cannot safely be executed entirely electronically?

Contracts subject to a statutory official-form requirement cannot be safely concluded entirely electronically: real estate sales and promises to sell (Article 706 TMK; Article 237/2 TCO; Articles 60/3 and 89 Notary Law), suretyship agreements (Article 583 TCO), and collateral/guarantee agreements other than bank letters of guarantee and surety bonds from Turkish-established insurers (Article 5/2 Law No. 5070). Bills of exchange, promissory notes, cheques and their acceptance, aval and endorsement are likewise excluded from the electronic regime under Article 1526/1 TCC.

Contracts not formally excluded but involving high value or high litigation risk — long-term supply, shareholder, or financing agreements, for instance — are not legally barred from electronic execution, but doing so without a qualified electronic signature leaves the parties reliant on prima facie evidence and expert reconstruction if authorship or content is later disputed, which is a commercial rather than a legal risk worth weighing consciously.

10) Who bears the risk if an account or electronic signature is compromised and a third party signs the contract?

Article 16 of Law No. 5070 criminalises obtaining, transferring, copying or using another person's signature-creation data without their consent, with an aggravated penalty where the offender is an employee of the certificate service provider — but this establishes criminal liability of the wrongdoer, not the civil allocation of loss between the contracting parties. That allocation is governed by the general fault-based liability rules of the TCO: a signatory who fails to safeguard their credentials with reasonable care bears the resulting loss, while a counterparty who accepted the signature without any reasonable verification may share in that liability.

Where the certificate itself was defectively issued or the service provider failed in its statutory duties, Article 11 TCC-adjacent liability under Law No. 5070 shifts responsibility to the certificate service provider, which cannot exonerate itself merely by proving the fault lay with its own personnel — a point businesses relying on a specific e-signature provider should factor into their risk allocation with that provider.

Authors: Kaan Gök, Aigerim Sabit Bıkmaz, Esra Dicle Bağlı