Signing a Personal Guarantee in Turkey: The Handwritten Form, the Spouse's Consent, the Ten-Year Limit and What a Guarantor Actually Owes (TBK 581-603, TTK 7)

The request usually comes at the end of a negotiation that seemed finished. The lease for the Istanbul office is agreed, and the landlord asks the foreign director to sign personally as guarantor of the rent. The bank has approved the working-capital line, and the loan documents include a guarantee to be signed by each shareholder and, on a separate line, by their spouses. A supplier opens a credit account for the new company and asks the founder to "countersign" a one-page undertaking. The person who signs is told it is a formality. Under Turkish law it is not a formality, but it is also not the unconditional promise the creditor's form suggests.

The Turkish Code of Obligations (Türk Borçlar Kanunu, TBK No. 6098) regulates suretyship (kefalet) in Articles 581 to 603, and the regime is unusually protective of the guarantor. A guarantee that does not satisfy a demanding form is void. A married guarantor needs the spouse's written consent in advance, unless one of a list of commercial exceptions applies. A natural person's guarantee ends on its own after ten years. The guarantor's exposure is capped at a handwritten maximum, and a set of defences and release rules operate in the guarantor's favour that many creditors' forms silently try to exclude. This guide explains those rules as they stand in the Code, for foreigners who are asked to guarantee in Turkey and for foreign creditors who hold a Turkish guarantee and want to know what it is worth.

1. What a Guarantee Is, and What It Needs to Exist (TBK 581-582)

Article 581 defines the guarantee contract as one in which the guarantor undertakes towards the creditor to be personally liable for the consequences of the debtor's failure to perform. Three features follow from the definition and shape everything else. The guarantor's liability is accessory: it attaches to a principal debt owed by someone else. It is personal: the guarantor answers with their whole estate, not with a specific asset, which is what distinguishes a guarantee from a pledge or a mortgage. And it is a liability for the consequences of non-performance, not a promise to perform the debtor's contract in kind.

Article 582 supplies the first condition: a guarantee may be given only for an existing and valid principal debt. A guarantee for a future or conditional debt is permitted, but it takes effect only when the debt arises or the condition is fulfilled, which is how bank guarantees for a credit line that has not yet been drawn work. The same Article contains two rules that matter to foreign guarantors. A person who gives personal security for a debt for which the debtor is not liable because of mistake or lack of capacity, knowing at the time of the defect, is liable under the rules on guarantees; the same applies to a person who guarantees a debt that is already time-barred against the debtor. And the guarantor cannot waive in advance the rights the Code gives them in this chapter, unless the law provides otherwise. A creditor's form that has the guarantor "waive all defences" or "agree to remain liable notwithstanding any change to the principal contract" is, to that extent, ineffective.

2. The Form: What the Guarantor Must Write by Hand (TBK 583)

Article 583 is the provision that invalidates more Turkish guarantees than any other. A guarantee contract is not valid unless it is made in writing and states the maximum amount for which the guarantor will be liable and the date of the guarantee. That much is the written form. The second sentence goes further: the guarantor must state, in their own handwriting, in the guarantee contract, the maximum amount for which they are liable, the date of the guarantee, and, if they are to be a joint guarantor, that they undertake liability in that capacity or in words to that effect.

The consequences are practical and unforgiving. A typed guarantee with a signature at the foot, the form still used by some landlords and suppliers, is void as a guarantee. A guarantee that states no maximum amount, or states it only in the typed text, is void. A guarantee in which the "joint" undertaking appears only in the printed clause is a simple guarantee at most, whatever the heading says, because the joint character exists only if the guarantor wrote it. Banks in Turkey have adapted their forms so that the guarantor completes a handwritten block; landlords and trade creditors often have not, and a foreign guarantor's first line of defence when called upon is frequently that the document never satisfied Article 583.

The same form requirements apply to a special authority to give a guarantee on someone's behalf and to a promise to give a guarantee to the other party or to a third person. The parties may, in writing, limit the guarantor's liability to a specific part of the debt. And later changes to the guarantee that increase the guarantor's liability have no effect unless made in the form required for the guarantee itself, so a creditor cannot raise the ceiling, extend the scope or convert a simple guarantee into a joint one by a typed amendment or an exchange of e-mails.

Article 603 closes the obvious escape route. The provisions on the form of the guarantee, on the capacity to act as guarantor and on the spouse's consent apply also to other contracts under a different name by which natural persons provide personal security. A "letter of undertaking", a "comfort letter" or a "joint and several co-debtor" clause signed by an individual who is in substance securing another person's debt is subject to Article 583's handwriting rule and to Article 584's spouse-consent rule. Foreign creditors are sometimes advised to avoid the word kefalet for this reason; the advice does not work.

3. The Spouse's Consent and Its Exceptions (TBK 584)

Article 584 provides that, unless a court has ordered a separation or a spouse has acquired a legal right to live apart, a married person may act as guarantor only with the written consent of the other spouse, and that consent must be given before the guarantee is concluded or at the latest at the moment it is concluded. Consent given afterwards does not cure the defect. The rule exists to protect the family's assets from one spouse's unilateral exposure, and it applies whatever the spouses' matrimonial property regime and whether or not the other spouse is Turkish or resident in Turkey.

The second paragraph limits the rule to changes that matter. The spouse's consent is not needed for later amendments to the guarantee that do not increase the amount for which the guarantor is liable, do not convert a simple guarantee into a joint one, and do not substantially reduce the securities in the guarantor's favour.

The third paragraph, added in 2013, carves out most commercial situations. The spouse's consent is not required for guarantees given by the owner of a commercial enterprise registered in the trade registry, or by a partner or manager of a commercial company, in connection with the enterprise or the company; for guarantees given by tradesmen and craftsmen registered in the tradesmen's registry in connection with their professional activity; for guarantees given for loans under Law No. 5570 on interest-subsidised credit extended through public banks; and for guarantees given for loans extended by agricultural credit, agricultural sales and tradesmen's credit and guarantee cooperatives, and by public institutions to cooperative members. The exception that matters most in practice is the first: a foreign shareholder or director who guarantees the company's bank loan or lease does not need the spouse's consent, whereas the same person guaranteeing a friend's apartment lease does.

Two practical points follow. A creditor who wants a guarantee from a spouse who is not a partner or manager, for instance the founder's husband or wife who has no role in the company, is outside the exception and must obtain the consent of the guarantor's own spouse, that is, the founder, in writing and in advance. And the burden of showing that an exception applies falls in practice on the creditor relying on the guarantee; a guarantee signed by a director should record the company and the director's position so that the connection with the enterprise is visible on the face of the document.

4. Simple or Joint: When the Creditor May Come to the Guarantor (TBK 585-586, TTK 7)

The Code knows two kinds of guarantee, and the difference decides when the guarantor can be pursued.

Under a simple guarantee (adi kefalet, Article 585), the creditor may not pursue the guarantor without first pursuing the principal debtor. The creditor may go directly against the guarantor only in four cases: a final certificate of insolvency has been obtained against the debtor; enforcement against the debtor in Turkey has become impossible or substantially more difficult; the debtor has been declared bankrupt; or the debtor has been granted a composition moratorium. Where the claim was also secured by a pledge before or at the time of the guarantee, the simple guarantor may require the creditor to satisfy itself from the pledge first, except where the debtor is bankrupt or under a composition moratorium. Where the guarantee covers only the shortfall, the guarantor may be pursued directly once enforcement against the debtor has produced a final certificate of insolvency, has become impossible in Turkey, or a composition has become final.

Under a joint guarantee (müteselsil kefalet, Article 586), the creditor may pursue the guarantor without pursuing the debtor or realising a real-estate mortgage first. Even then two conditions apply: the debtor must be in delay in performance and a warning must have remained without result, or the debtor must be clearly insolvent. And where the claim is secured by a pledge on movables delivered to the creditor or by a pledge on receivables, the guarantor may not be pursued before that pledge is realised, unless a judge has determined in advance that the pledge will not cover the claim in full, or the debtor is bankrupt or under a composition moratorium. Even a joint guarantee, in other words, is not a first-demand instrument: the creditor must show default and a failed warning, and must exhaust certain pledges first.

Which kind a foreign guarantor has signed depends on Article 583: the guarantee is joint only if the guarantor wrote the joint undertaking by hand. There is, however, a commercial overlay. Article 7 of the Turkish Commercial Code (TTK No. 6102) provides that where two or more persons undertake an obligation towards another for a matter that is commercial for one or all of them, they are jointly liable unless the law or the contract provides otherwise, that guarantors may not be charged default interest unless they have been notified that the undertaking or payment has not been made, and, in its second paragraph, that in the case of guarantees for commercial debts the same rule applies both between the principal debtor and the guarantor and among guarantors. How Article 7 interacts with the handwriting requirement of Article 583 for a guarantee that a director signs for the company's commercial debt is debated, and Turkish creditors resolve the doubt by having the joint undertaking handwritten anyway. A foreign guarantor should assume that a guarantee for a company's commercial debt will be argued to be joint, and should assume that a guarantee for a private lease is joint only if they wrote so.

5. What the Guarantor Owes: The Ceiling and Its Contents (TBK 589)

Article 589 begins with the rule that governs every claim against a guarantor: the guarantor is in every case liable only up to the maximum amount stated in the guarantee contract. Interest, costs and penalties do not sit on top of the ceiling; they are inside it. A guarantee for TRY 1,000,000 is worth at most TRY 1,000,000 to the creditor, however large the principal debt has become.

Within the ceiling, and unless the contract provides otherwise, the guarantor is liable for three things: the principal debt together with the legal consequences of the debtor's fault or default; the costs of the proceedings and actions the creditor has brought against the debtor, and where relevant the costs of delivering pledges and transferring pledge rights to the guarantor, but only if the creditor notified the guarantor in time for the guarantor to avoid those costs by paying; and one year's accrued contractual interest and the interest for the current year, or the equivalent for bonds. Older interest is not recoverable from the guarantor unless the contract says so. Unless expressly agreed, the guarantor is liable only for debts of the debtor that arise after the guarantee was concluded, which is why a supplier's guarantee form dated after the account was opened does not, without more, cover the earlier invoices.

The last sentence of Article 589 is one that foreign creditors' standard forms regularly violate: agreements under which the guarantor is to be liable for the damage caused by the invalidity of the principal obligation or for a penalty clause are absolutely void. A guarantee cannot be turned into an indemnity against the principal contract failing, and it cannot be used to collect a contractual penalty from the guarantor.

6. The Guarantor's Defences and the Creditor's Duties (TBK 591-592)

Article 591 gives the guarantor the right to raise against the creditor all defences belonging to the principal debtor or their heirs that do not arise from the debtor's insolvency, and adds that the guarantor is obliged to raise them. The guarantor may raise a defence even where the debtor has waived it. The exception is the guarantor who knowingly guaranteed a debt for which the debtor was not liable because of mistake, incapacity or limitation. A guarantor who pays without knowing of a defence keeps the right of recourse against the debtor; but if the debtor proves that the guarantor knew or ought to have known of the defence, the guarantor loses recourse to the extent the defence would have released them. In a lease guarantee, this means the guarantor may argue that the rent was never due, that the landlord's claim is time-barred or that the deposit should have been applied; in a loan guarantee, that the bank's interest calculation is wrong or the loan was already repaid.

Article 592 places duties on the creditor. If the creditor reduces, to the guarantor's detriment, the pledges, securities or priority rights that existed when the guarantee was given or were later obtained from the debtor as special security for the claim, the guarantor's liability is reduced correspondingly, unless the creditor proves the loss was smaller. The creditor must hand over to the guarantor who pays the debt instruments needed to exercise their rights, must transfer the pledges and other securities, and must provide the necessary information. And if the creditor, without a valid reason, fails in these duties, or through gross fault disposes of existing documents, pledges or other securities, the guarantor is released and may reclaim what they paid together with any additional loss. A bank that releases the debtor's mortgage without the guarantor's agreement, or a landlord who returns the deposit and then calls the guarantee, has weakened or lost its claim against the guarantor.

7. How a Guarantee Ends: Ten Years, Fixed Terms and the One-Month Demand (TBK 598-601)

Article 598 states the general rule that the guarantor is released, whatever the reason, when the principal debt is extinguished, and it then adds the provision that surprises most foreign creditors. Every guarantee given by a natural person ends automatically ten years after the contract was concluded. Even if the guarantee was given for a longer period, the guarantor may be pursued only until the ten-year period has run, unless the guarantee has been extended or a new guarantee given. The period may be extended for a further period of at most ten years, but only by a written declaration of the guarantor complying with the form of a guarantee, and only if made no earlier than one year before the guarantee expires. A landlord who took a director's guarantee in 2015 for an office lease that has rolled over ever since holds, in 2026, nothing against the guarantor; a bank whose credit line was guaranteed in 2016 must obtain a fresh handwritten guarantee, with fresh spouse consent where required, before the tenth anniversary. Companies acting as guarantors are outside the rule, which is one reason Turkish lenders prefer corporate guarantees from group companies where they can get them.

Two further rules deal with time. Under Article 600 a guarantor under a fixed-term guarantee is released at the end of the term. Under Article 601 a guarantor under an open-ended guarantee may, once the principal debt has fallen due, require the creditor to pursue the debtor and to realise any pledge within one month and to continue the proceedings without interruption; at any time under a simple guarantee and in the cases the law provides for under a joint guarantee. Where the debt falls due only on notice by the creditor, the guarantor may, one year after the guarantee was concluded, require the creditor to give that notice and then to pursue. If the creditor does not comply with these demands, the guarantor is released. This is the tool a guarantor uses to force a passive creditor to act against the debtor while the debtor still has assets, rather than waiting and then calling the guarantee.

A guarantor who pays is not left without recourse. Article 596 subrogates the guarantor to the creditor's rights to the extent of the performance, exercisable once the principal debt is due, together with the pledges and securities that existed at the time of the guarantee or were later provided by the debtor for that claim; partial payment gives partial subrogation, and the creditor's remaining claim ranks first on the pledge. The limitation period for the guarantor's recourse claim runs from the date of payment. A guarantor who paid a debt that did not bind the debtor because of mistake, incapacity or limitation has no recourse against the debtor, save where the guarantee of a time-barred debt was undertaken as the debtor's agent.

8. Practical Guidance for Foreign Guarantors and Foreign Creditors

If you are asked to sign as guarantor in Turkey:

1. Insist on seeing the handwritten block. If the document has no space for you to write the maximum amount, the date and, where intended, the joint undertaking in your own hand, it is not a valid guarantee for a natural person, and you should not be asked to sign it as one.
2. Write a ceiling you can live with. Article 589 makes the handwritten maximum the absolute limit of your liability, including interest and costs. A guarantee "for all present and future debts" with a large figure is a different commitment from one capped at three months' rent.
3. Check whether your spouse must consent. Outside the Article 584 exceptions, obtain the consent in writing before signing; a guarantee signed without it is not made valid by a consent given later.
4. Decide whether you accept a joint guarantee. If you do not write the joint undertaking, the creditor must pursue the debtor first under Article 585. For a company's commercial debt, assume TTK 7 will be argued against you.
5. Diary the tenth anniversary. Your guarantee ends by itself under Article 598; do not sign an extension unless you mean to, and note that an extension is valid only if made in the last year and in the guarantee form.
6. Use Article 601. If the debt has fallen due and the creditor is not moving against the debtor, demand in writing that proceedings be started within one month.

If you are a foreign creditor holding a Turkish guarantee:

1. Audit the form before you rely on it. A signature under typed text, a missing handwritten amount or date, or a "joint" clause the guarantor did not write are each fatal or limiting under Article 583.
2. Confirm spouse consent or a documented exception under Article 584, recorded on the face of the guarantee.
3. Before pursuing a joint guarantor, put the debtor in default with a warning and keep the proof; realise any delivered movable or receivable pledge first (Article 586).
4. Do not release, reduce or mishandle the debtor's securities without the guarantor's written agreement; Article 592 reduces or extinguishes your claim if you do.
5. Renew before year ten. Obtain a fresh guarantee, in the required form and with any required consent, within the last year of the current one (Article 598).
6. Claim within the ceiling and within Article 589's list; do not add penalties or invalidity damages to the demand.

The Turkish guarantee is a strong instrument in the hands of a creditor who has complied with the form, obtained the consent, kept the securities intact and acted within ten years. It is a weak one in the hands of a creditor who has done none of those things, and a foreign guarantor called upon to pay should have the document tested against Articles 583, 584, 592 and 598 before paying a single lira.

Frequently Asked Questions

Is a guarantee I signed in Turkey valid if I only signed at the bottom of a typed document?

For a natural person, usually not. Article 583 of the Code of Obligations requires the guarantee to be in writing and to state the maximum amount for which the guarantor is liable and the date of the guarantee, and it requires the guarantor to write the maximum amount, the date and, if the guarantee is joint, the statement that they undertake liability as joint guarantor or words to that effect in their own handwriting. A typed form with a signature at the bottom does not meet the handwriting requirement, and the guarantee is not valid. Article 603 extends the same form rules to any other personal security a natural person gives under a different name, so calling the document a 'letter of comfort' or an 'undertaking' does not avoid them.

Does my spouse have to agree before I can act as guarantor?

Yes, unless an exception applies. Article 584 provides that a spouse may act as guarantor only with the written consent of the other spouse, given before the guarantee is concluded or at the latest at the moment it is concluded, unless a court has ordered a separation or the spouses have a legal right to live apart. Since 2013 the requirement does not apply to guarantees given by the owner of a commercial enterprise registered in the trade registry, or by a partner or manager of a commercial company, in connection with the enterprise or the company; by registered tradesmen and craftsmen in connection with their trade; for loans under Law 5570 on subsidised credit through public banks; and for loans extended to members of agricultural credit, agricultural sales and tradesmen's credit and guarantee cooperatives or by public institutions to cooperative members. Later changes to the guarantee that do not increase the amount, convert a simple guarantee into a joint one or substantially reduce the securities in the guarantor's favour do not need the spouse's consent.

What is the difference between a simple and a joint guarantee, and which one did I sign?

Under a simple guarantee (Article 585) the creditor may not pursue the guarantor before pursuing the principal debtor, unless the debtor has been the subject of a final certificate of insolvency, enforcement against the debtor in Turkey has become impossible or substantially more difficult, the debtor has been declared bankrupt, or the debtor has been granted a composition moratorium. Under a joint guarantee (Article 586) the creditor may pursue the guarantor without first pursuing the debtor or realising a real-estate mortgage, provided the debtor is in default and a warning has remained without result or the debtor is clearly insolvent; where the claim is secured by a pledge on movables or receivables, that pledge must be realised first. You signed a joint guarantee only if you wrote, in your own hand, that you undertake liability as joint guarantor or an equivalent phrase (Article 583). Note that Article 7 of the Commercial Code treats guarantees for commercial debts as giving rise to joint liability.

How much can the creditor claim from me as guarantor?

Never more than the maximum amount written in the guarantee (Article 589). Within that ceiling, and unless the contract says otherwise, the guarantor is liable for the principal debt and the legal consequences of the debtor's fault or default; for the costs of proceedings against the debtor, provided the creditor gave the guarantor notice in time to avoid them by paying; and for one year of accrued contractual interest plus the interest for the current year. Unless expressly agreed, the guarantor is liable only for debts of the debtor arising after the guarantee was given. An agreement making the guarantor liable for the damage caused by the invalidity of the principal obligation or for a penalty clause is absolutely void.

Does a guarantee last forever?

No. Under Article 598, any guarantee given by a natural person ends automatically ten years after the contract was concluded. Even where the guarantee was given for a longer period, the guarantor may be pursued only until the ten years have run unless the guarantee has been extended or a new one given. An extension is possible for a further period of at most ten years, but only by a written declaration of the guarantor in the form required for the guarantee and made no earlier than one year before the guarantee expires. A guarantee given for a fixed term ends at the end of that term (Article 600), and under an open-ended guarantee the guarantor may, once the principal debt falls due, require the creditor to pursue the debtor within one month and to continue without interruption, failing which the guarantor is released (Article 601).

Can I refuse to pay by relying on defences the debtor has?

Yes, and you must. Article 591 gives the guarantor the right, and imposes the duty, to raise against the creditor all defences belonging to the principal debtor or their heirs that do not arise from the debtor's insolvency, even where the debtor has waived a defence. A guarantor who pays without knowing of a defence keeps the right of recourse against the debtor, but loses it to the extent the debtor proves that the guarantor knew or should have known of the defence. Separately, Article 592 reduces the guarantor's liability where the creditor has diminished, to the guarantor's detriment, pledges, securities or priority rights that existed when the guarantee was given or were later obtained from the debtor, and releases the guarantor entirely where the creditor, without good reason, fails in its duties or through gross fault disposes of documents, pledges or other securities.

If I pay as guarantor, can I recover the money from the debtor?

Yes. Under Article 596 the guarantor who performs to the creditor is subrogated to the creditor's rights to the extent of the performance and may exercise them once the principal debt has fallen due. Unless otherwise agreed, the subrogation extends to pledges and other securities that existed at the time of the guarantee or were later provided by the principal debtor for that claim; a guarantor who pays only part is subrogated to a corresponding part of the pledge, and the creditor's remaining claim ranks ahead. The limitation period for the guarantor's recourse claim begins when the guarantor pays. Article 592 obliges the creditor to hand over to the paying guarantor the documents and securities needed to exercise those rights.