Check and Promissory Note (Negotiable Instruments) Law

In commercial life, most deferred-payment sales are secured by checks and promissory notes. Legally, these instruments are known as negotiable instruments (kambiyo senedi), and they give the creditor an enforcement route that moves much faster than an ordinary claim. That same speed means short deadlines for the debtor, which cannot be missed. For this reason, when working with a check and promissory note lawyer, the first question on both sides is usually the same: is the instrument valid, and which deadline is running?

Below, we outline the validity requirements for promissory notes and checks, presentment and limitation periods, how negotiable instrument enforcement proceedings work, and the objections available to the debtor.

What is a negotiable instrument, and what are its types?

The Turkish Commercial Code (TTK) regulates three types of negotiable instruments: the bill of exchange, the promissory note (a note payable to order), and the check. In practice, the most common are promissory notes and checks. A promissory note is an instrument in which the issuer promises to pay a specific amount on a specific due date. A check is a payment instrument addressed to a bank, instructing it to pay the holder; as a rule, a check is payable on sight.

Negotiable instruments are abstract in nature: even if the underlying relationship that led to the instrument being issued (a sale, a service, a loan) is not written on it, the debt under the instrument arises independently of that relationship. This feature protects the creditor, but it also limits some of the debtor's defenses.

Validity requirements: when is an instrument considered a negotiable instrument?

For a document to be accepted as a negotiable instrument, it must contain the mandatory elements listed in the law. The main elements of a promissory note are:

• The words "promissory note" or "note payable to order" in the text of the instrument,
• An unconditional and unqualified promise to pay a specific amount,
• The place of payment and the name of the payee,
• The date and place of issue,
• The issuer's signature.

If no due date is stated, the note is deemed payable on sight. The absence of a mandatory element such as the date of issue or the signature may cause the document to lose its status as a negotiable instrument; in that case, the document may only have evidentiary value as an ordinary acknowledgment of debt and cannot be the subject of negotiable instrument enforcement proceedings. A check must likewise include the word "check," an unconditional and unqualified order to pay, the name of the drawee bank, the place of payment, the date and place of issue, the issuer's signature, and the serial number and QR code provided by the bank.

Presentment periods and limitation periods

For checks, the most critical issue is the presentment period. A check payable in Turkey must be presented to the bank within ten days if it is payable at the place where it was issued, or within one month if it is payable elsewhere. If a check is not presented within the period, the holder may lose the right of recourse against the endorsers.

• For promissory notes, actions against the issuer are time-barred three years after the due date.
• The holder's recourse rights against endorsers are, as a rule, time-barred one year after the date of a protest made in due time.
• For checks, the holder's recourse rights against the issuer and endorsers are time-barred three years after the end of the presentment period.

A time-barred instrument is not worthless either; based on the underlying relationship, it may be possible to bring a claim action under the general provisions. For this option, please see our page on commercial receivable lawsuits.

The attachment route specific to negotiable instruments

Based on a negotiable instrument, the creditor can initiate a special enforcement route at the enforcement office. In this proceeding, the enforcement director first examines whether the document qualifies as a negotiable instrument; proceedings cannot be initiated with a document that does not. The payment order sent to the debtor requires payment of the debt within ten days, while the period for objecting to the debt or the signature is five days.

The most important difference between this enforcement route and general enforcement is this: the debtor's objection is filed not with the enforcement office but with the enforcement court, and it does not automatically stop the proceedings. For the proceedings to stop, the enforcement court must separately issue a decision to that effect. Once the period expires, the proceedings become final and the creditor may request attachment.

For the creditor, it is advisable to check two points before starting the proceedings. First, the original instrument must be in the creditor's possession; the original is attached to the enforcement request and kept at the enforcement office. Second, the chain of endorsements must be in order: a person who acquires the instrument by endorsement is regarded as the legitimate holder only when they prove their right through an unbroken chain of endorsements. A break in the chain or an endorsement with an illegible signature can give the debtor a significant line of defense.

The debtor's avenues of objection

Objection to the debt

The debtor may argue that the debt has been paid, that it has been deferred, or that the instrument was given as security. In the enforcement court, such objections are generally expected to be proven with written documents; for example, by showing payment with a bank receipt or a receipt that refers to the instrument. For objections that cannot be proven by documents, it may be necessary to file a separate action for a declaration of non-debt (negative declaratory action).

Objection to the signature

A debtor who claims that the signature on the instrument is not theirs must state this clearly and within the time limit. Signature examination is generally carried out through an expert. Because a debtor found to have objected to the signature without justification may be subject to a fine and damages, this route should be used only where there is a genuine basis.

Bounced checks, lost instruments, and payment prohibition

Under the Check Law No. 5941, a bounced check is subject, upon the holder's complaint, to sanctions such as a judicial fine and a ban on issuing checks and opening a check account. Because the regulations in this area have changed several times in recent years, if a complaint or defense relating to a bounced check is at issue, the provision in force should be examined based on the specific date.

If a check or instrument is lost or stolen, the holder may request from the court a payment prohibition and a decision cancelling the instrument. Acting as soon as the loss is noticed is important to prevent the instrument from being collected by bad-faith persons.

Our firm's support

On the creditor side, we assist with examining whether an instrument qualifies as a negotiable instrument, initiating the proceedings, and carrying out the attachment stage; on the debtor side, we assist with preparing the objection within the five-day period and, where necessary, with declaratory actions of non-debt. Every instrument and every commercial relationship is unique; two files that look the same may end differently because of small differences in the documents, so the specific situation must be assessed separately.