Buying a Franchise in Türkiye: Registration and Notarial Requirements Explained

During franchise negotiations, statements such as “Our agreement is registered”, “Notarial certification protects your investment” or “Our brand is officially approved” may sound reassuring. However, they do not all have the same legal effect. For an investor considering joining a franchise network in Türkiye, the key is to distinguish what each document proves from what it does not guarantee. This guide will help you assess claims about official procedures, avoid unnecessary costs and guard against a false sense of security.

1. Understand that there is no dedicated franchise register

Türkiye has no specific franchise law governing franchise agreements as a standalone category. Nor is there a general requirement to register on a mandatory franchise register, obtain a public licence specific to franchising or secure prior approval of the agreement from a public authority before granting a franchise.

Although franchise agreements are not regulated as a separate contract type under legislation, they remain subject to general legal rules. The Turkish Code of Obligations No. 6098 is relevant to the formation and performance of the agreement, while the Turkish Commercial Code No. 6102 applies to relevant aspects of the commercial relationship. The Industrial Property Law No. 6769 should be considered for trade marks and other industrial property rights, and the Law on the Protection of Competition No. 4054 for provisions that restrict competition.

There is also no general mandatory pre-contractual disclosure document system specifically for franchise sales, with a standard format prescribed by law. This does not mean that misleading statements are permitted or that no liability can arise before a contract is signed. The duty of good faith and general rules on liability remain important.

So, if you encounter a claim that “The state has approved this franchise model”, ask: Which authority approved exactly what, and under which procedure? Request a written answer and a copy of the relevant document.

2. Do not confuse trade registration with investment approval

A company's registration in the trade register is not the same as a public authority having assessed its franchise offer. The trade register records company formation and legal information subject to registration; it provides no assurance that an investment will be profitable, that the business model is resilient or that the agreement favours the investor.

Similarly, tax registration, chamber membership and certificates of business activity should each be assessed according to their purpose. Their existence does not mean that all the franchisor's promises have been verified. General requirements for establishing and operating a business are not a franchise-specific approval mechanism.

When reviewing documents, draw up a simple checklist:

• Document name: What registration or procedure does it actually concern?
• Issuing body: Which institution issued it?
• Document holder: Does it relate to the company making the offer or to another company?
• Scope: Which activity, address, right or legal event does it record?
• Limitations: What conclusions cannot be drawn from it?

For example, an operating permit for a particular business does not cover all the permits needed for a new outlet you open under the same brand at a different address. Do not conclude that the brand is generally “authorised” without checking the address and scope stated on the document.

3. Ask what the notarial procedure actually achieves

There is no general requirement for all franchise agreements to be notarised. However, separate legal transactions, security arrangements or particular circumstances covered by an agreement may be subject to different formal requirements. Equally, therefore, do not assume that “No notary is needed” applies to every annex and obligation.

The type of notarial procedure matters. Authentication of signatures is not the same as having a document drawn up by a notary in official form. A notarial procedure does not, by itself, prove that every contractual provision is enforceable or that the financial terms are balanced. It does not guarantee a return on your investment or the franchisor's future performance.

If a notarial procedure is proposed, clarify the following points in writing:

• Which document will undergo which notarial procedure?
• Is the procedure required by law or requested by the parties as a matter of choice?
• What is the legal basis for any claimed requirement?
• Who will bear the cost, and which items will be charged?

Documents intended for use abroad may require translation, an apostille or other certification. These requirements do not mean that Türkiye has a general franchise registration system. Ask your legal adviser to assess the requested procedure in light of where and why the document will be used.

4. Clarify payments described as “registration fees”

If an offer includes a “franchise registration fee”, an “official system registration charge” or a “mandatory approval cost”, do not pay simply on the strength of the label. The amount could be a statutory fee, a notarial expense, a consultancy charge or the franchisor's own contractual fee. Each has a different legal character and basis for payment.

For each item, ask who will collect the payment, what service it covers, what payment documentation will be provided and which legislation, if any, is being cited as its basis. Also clarify what will happen to the payment if the procedure does not go ahead. Do not accept the franchisor's own service charge being presented as an official fee.

Membership of a private association, quality certification or adherence to a voluntary code of ethics is not public authorisation either. These may be useful in your assessment, but you should still ask which organisation carried out the review and what criteria it used. Membership of a franchising association does not mean that the investment is backed by the state.

5. Match each claim to its supporting document before signing

During your final review, match every claim of official approval to the document offered in support. Ask for written clarification of whether “registered” refers to the company, the trade mark or another right. Request corrections to sales statements that go beyond the legal effect demonstrated by the document. Do not leave important statements solely in meeting notes; check that they are consistent with the agreement.

Rather than asking your lawyer for a general statement that everything is in order, ask them to identify separately the formal requirements in the agreement and its annexes, the procedures that are necessary and any costs that appear unnecessary. This will help you distinguish genuine obligations from marketing claims.

Practical takeaway: It is not enough for a document to look official. Before paying or signing, establish exactly what is registered, which right the procedure protects and which risks it does not cover.