Commission on Transactions Completed After a Turkish Commercial Agency Ends

Short answer: Turkish Commercial Code Article 113(3) allows a commercial agent to earn commission on certain transactions concluded after the agency ends. One route concerns transactions mediated or sufficiently prepared through the agent’s efforts and concluded within an appropriate period. The other concerns a qualifying customer’s offer reaching the agent or principal before termination. The transaction, performance, calculation and payment must still be established under Articles 114–116. This commission is a different claim from portfolio compensation under Article 122.

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Identify the actual commission claim

An agency termination does not place every unfinished sales opportunity into one legal category. Some transactions were already concluded during the relationship but remain unpaid. Others are concluded afterwards and require Article 113(3). A further group consists only of prospects that never become a qualifying transaction. The account must separate these categories before any percentage is applied. A customer appearing in the former agent’s contact list is not, by itself, proof of a particular commission debt.

The commercial-agency classification also matters. Article 102 of the Turkish Commercial Code concerns an independent continuing intermediary or contracting agent. An employee’s sales remuneration, a broker’s fee and a distributor’s resale margin follow different rules. The agreement’s label cannot replace examination of the actual relationship. Articles 113–116 are the framework addressed here where the Turkish commercial-agency rules govern the remuneration issue.

The first claim schedule should identify each customer transaction separately, with the contract reference, relevant work, date of conclusion and amount claimed. Include the commission provision relied upon and any payment already received. This transaction-level approach allows the principal to answer a concrete claim and prevents the entire post-termination turnover from being presented as automatically commissionable.

Establish termination and transaction dates

The legally effective end of the agency is the dividing point for Article 113(3). A notice sent today can have a different effective date. Article 121 addresses ordinary notice for indefinite agreements, just-cause termination and continued performance after a fixed term. The commission review should establish the relevant end date from the agreement, notice and actual relationship, without assuming that the last sales meeting or last invoice is the termination date.

The next date is conclusion of the customer transaction. An enquiry, quotation, offer, acceptance, signed agreement, delivery and customer payment can occur at different times. Article 113(3) is concerned with transactions concluded after the agency ends. Its second route separately refers to receipt of the customer’s offer before the end. Those events should remain distinct in the chronology even if the company’s software groups them under one completion date.

Preserve the actual offer and acceptance records, including attachments and versions. A later invoice may evidence the transaction but should not automatically be treated as the date of contract formation. The applicable contract rules and actual communications determine when the agreement was established. A reliable chronology is especially important when a successor agent became involved during the transition.

Transactions resulting from the former agent’s work

Article 113(3)(a) addresses a transaction mediated by the former agent or prepared to an extent that its conclusion can be attributed to that agent’s efforts, provided the transaction is concluded within an appropriate period after termination. The statutory link is between the work and the resulting transaction. A broad history of promoting the principal’s brand does not automatically establish that link for every later customer order.

The evidence should identify the negotiations, commercial preparation, customer requirements and steps leading to the final agreement. Records showing the progression from the agent’s work to the concluded transaction are more useful than an unsupported statement that the customer was always the agent’s responsibility. The final terms should be compared with the transaction the agent worked on, so that an unrelated later purchase is not treated as the same transaction without analysis.

The article uses an appropriate period rather than a fixed number of days or months. The assessment must be made from the concrete transaction and timing. Neither party should invent a universal three-month or one-year window and present it as Article 113’s wording. Record the elapsed period and the circumstances explaining the connection between the agent’s preparation and the subsequent conclusion.

Offers received before termination

Article 113(3)(b) provides another route. A customer’s offer concerning a transaction that would generate commission under the first sentences of Article 113(1) or (2) must have reached the agent or principal before the agency ended. The provision therefore requires both timely receipt and a qualifying underlying transaction. It is not a rule granting commission on every message received from any customer before departure.

Article 113(1) addresses transactions brought about through the agent’s efforts or with customers acquired for transactions of the same kind. Article 113(2) addresses an assigned territory or customer group and qualifying transactions during the relationship, even without the agent’s individual contribution. Those are the first-sentence categories incorporated into the offer route. The territory, customer allocation and relevant appointment terms must therefore be established where they supply the basis of entitlement.

Preserve evidence of when the offer actually reached either permitted recipient. A draft on the customer’s system is not equivalent to receipt by the principal or agent. The appropriate-period wording in paragraph (a) should not be silently inserted as an express condition of paragraph (b). Each route must be tested using its own statutory language, while the resulting commission remains subject to the other applicable remuneration rules.

Allocation between former and successor agents

Article 113(3) allows the successor agent an appropriate share where sharing is required by equity in the circumstances. It does not prescribe an automatic equal split. The parties should identify the work and entitlement of each agent, including the former agent’s preparation and the successor’s role in bringing the transaction to completion. A change of account manager is evidence of reassignment, not a complete commission-allocation formula.

Articles 113(1) and (2) also prevent the current agent’s entitlement from arising to the extent the commission belongs to the former agent under paragraph 3. These provisions must be read together. The principal should avoid paying the full same entitlement twice, but should also avoid using the succession as a reason to pay neither agent. A reasoned allocation records the relevant transaction, each asserted basis and the treatment of any shared entitlement.

The appointment dates, territory documents, handover record and customer communications should remain available after the old agent’s system access ends. A principal should not rely solely on the successor’s account of who did the work. Equally, the former agent should support its contribution with contemporaneous records rather than assume that original introduction settles every later allocation issue.

Performance determines when commission is earned

Article 113 identifies commission-bearing transactions. Article 114 separately determines when and to what extent the right is earned. Its starting rule links commission to performance of the concluded transaction. The parties can vary that rule in the agency agreement, but the article preserves specified protections. Once the principal performs, the agent is entitled to an appropriate advance demandable on the last day of the following month under the statutory arrangement.

In every case, Article 114(1) recognises the entitlement when and to the extent the third party performs. The review must therefore distinguish the conclusion of the sale from the performance that affects commission. Delivery, services completed, customer instalments and accepted partial performance should be recorded accurately. A single status field stating closed cannot replace the evidence needed to apply the earning rule.

The agreement’s commission clause should be read with these provisions, not in isolation. Identify whether a quoted payment date concerns an earned fee, an advance or a condition for earning. The closing account should show these categories separately. This makes it possible to recognise a qualifying post-termination transaction without prematurely treating every part of its possible commission as already earned and payable.

Cancelled and unperformed transactions

Article 114(2) provides that the commission right falls away where it becomes certain that the third party will not perform, and amounts already paid are returned. Certainty of non-performance is not the same description as an invoice that is merely awaiting settlement. The principal should identify the evidence of the final performance position and the amount affected, rather than insert an unexplained cancellation deduction into the former agent’s statement.

Article 114(3) separately addresses non-performance by the principal. The agent can still request commission even when it becomes certain that the principal will not perform all or part of the mediated contract or will not perform as agreed. The entitlement falls away to the extent non-performance results from reasons not attributable to the principal. The reason for failure therefore matters as well as the fact that the transaction did not proceed.

A disputed adjustment should retain the customer contract, performance record, cancellation correspondence and any earlier commission payment. Distinguish the source and extent of the failure before applying the appropriate paragraph. The rule is not an unrestricted contractual permission to label an inconvenient transaction cancelled after the agent leaves.

Rate, calculation base and currency

Article 115 starts with the agreed remuneration. In the absence of a contractual provision, local commercial custom applies; where no such custom exists, the commercial court of first instance at the agent’s location determines the amount according to the circumstances. The absence of a percentage in one invoice does not automatically mean no remuneration is due. The agreement and evidence of any applicable custom must be examined.

The calculation should identify its base, rate, commission-bearing part, shared allocation, lawful adjustment and previous payment. Currency must be recorded consistently with the agreement and claim. Keep tax treatment and banking conversion issues separate from the underlying remuneration calculation. A principal’s net remittance does not by itself prove the agreed rate or establish that every deduction was contractually and legally justified.

Information and book-record rights

Article 116(2) requires the principal, on request, to provide information material to the commission claim, its maturity and calculation. The agent can also request copies of book entries concerning commission-bearing transactions. These rights are particularly useful after termination, when the principal controls the later order and performance records. The request should identify the relevant customers, transactions and periods so that the missing information is clear.

If copies are refused, or justified reasons cast doubt on the books’ accuracy and completeness, the article provides for inspection of relevant parts of commercial books and documents by the agent or an expert. If the principal does not permit this, the court decides the issue in the manner most appropriate to the circumstances. This is a defined information route, not permission to retain unrestricted access to the principal’s systems after authority ends.

Article 116(3) invalidates contrary arrangements to the extent they disadvantage the agent. A closing clause should therefore be checked against the statutory information and payment protections. Confidentiality remains relevant to the handling of records, but a general confidentiality label should not be treated as eliminating the express right to obtain information needed to check the commission.

Payment and the closing account

Article 116(1) requires earned remuneration to be paid within three months from its arising and, in any event, at termination for remuneration already earned at that point. That rule must be read with Article 113(3), which expressly recognises qualifying transactions concluded afterwards. Termination cannot be used to argue that a later statutory entitlement ceased to exist merely because it was absent from the final-day account.

The account should distinguish fees already earned at termination from identified transactions whose subsequent conclusion or performance still requires assessment. Establish how later information will be supplied and payments reconciled. A final statement should not declare all future transaction entries nonexistent merely because their amounts were not yet ascertainable. Any settlement of disputed claims requires clear wording identifying what it actually resolves.

Keep portfolio compensation separate

Article 122 portfolio compensation addresses a different post-termination claim, with its own conditions, cap and assertion period. It is not a replacement label for unpaid Article 113 commission. The site’s commercial-agent portfolio-compensation guide explains that separate framework. A closing demand should identify the claims individually and avoid counting the same economic item twice without explaining its treatment.

The one-year assertion rule in Article 122 should not be presented as the universal time limit for every unpaid commission. Likewise, the portfolio-compensation cap does not automatically cap a transaction commission under Articles 113–116. Limitation and procedural requirements for the actual monetary claim must be assessed separately from the legal test for earning it.

International contracts and a practical claim file

A cross-border agency requires an applicable-law analysis. Law No. 5718 Article 24 provides the contractual choice-of-law framework, with the wider conflict rules remaining relevant. The site’s international commercial-contract governing-law guide explains that enquiry. The foreign location of the principal does not, by itself, determine which remuneration law governs.

Provide the agreement, amendments, effective termination record, transaction schedule, offers and acceptances, performance evidence and commission statements. Identify the missing records held by the principal and the specific Article 113 route asserted for each post-termination transaction. This allows the calculation, disclosure request and payment remedy to follow the actual claim.

Frequently asked questions

1. Does termination automatically end all commission rights?

No. Article 113(3) expressly covers certain transactions concluded after termination. Each transaction must satisfy the relevant route and the performance rules.

2. Is every later sale to an old customer commissionable?

No. The statutory connection to the former agent’s work or a qualifying offer received before termination must be established. A customer name alone is insufficient.

3. Does Article 113 set a fixed period after termination?

Paragraph 3(a) uses an appropriate period, without specifying a fixed number of months. Its application requires examination of the actual transaction and timing.

4. Can an offer received by the principal before termination qualify?

Yes. Paragraph 3(b) refers to receipt by either the principal or agent, provided the offer concerns a transaction qualifying under the incorporated Article 113 categories.

5. Must the former and successor agents share equally?

No. Article 113(3) allows an appropriate successor share where equity requires sharing in the circumstances. It does not prescribe an automatic fifty-fifty division.

6. Is signing the customer contract the only earning event?

No. Article 114 separately regulates earning by reference to performance, contractual variation and protected advance and third-party-performance rights.

7. Can all cancelled transactions be deducted automatically?

No. Article 114 distinguishes definitive third-party non-performance from the principal’s non-performance and its causes. The evidence and the relevant paragraph must support the adjustment.

8. Can the former agent ask for later transaction records?

Article 116 provides information and relevant book-entry rights for commission claims, with inspection and court mechanisms under its specified conditions.

9. Is the commission claim capped by one year’s average remuneration?

That is part of the separate Article 122 portfolio-compensation framework. It does not automatically cap commission on qualifying transactions under Articles 113–116.

10. What should a foreign principal prepare?

Prepare a dated termination and transaction chronology, the governing agreement, offer and acceptance records, performance evidence, commission calculations and payment history.