Legal Capacity of Foreign Individuals and Companies in Turkey: MÖHUK Article 9
1. Article 9: capacity of a foreign natural person
Article 9(1) of Law No. 5718 provides that legal capacity and capacity to act are governed by the person’s national law. In Turkish private international law, capacity is therefore a personal-law question before it is a contract-form or jurisdiction question.
Legal capacity concerns the ability to hold rights and obligations. Capacity to act concerns the person’s ability to create legal consequences through his or her own acts. Although domestic legal systems use different terminology and age or guardianship structures, Article 9 directs the Turkish court to the relevant personal law.
The current wording of Article 9 is published in the Ministry of Justice compilation of Law No. 5718. See the Ministry of Justice international judicial cooperation legislation compilation.
A Turkish court does not correctly resolve a foreign party’s capacity by assuming that everyone who can sign a document under Turkish law is automatically capable under the applicable personal law. Article 9(2) creates a specific transaction-protection exception, but the starting rule remains national law.
2. Which “national law” applies?
Before Article 9 can be applied, the person’s relevant national law must be identified. MÖHUK Article 4 contains the connecting rules for stateless persons, refugees and persons with multiple nationalities.
For stateless persons and refugees, Article 4 uses domicile, then habitual residence, and ultimately the law of the country where the person is present at the beginning of the proceedings if the earlier connecting factors are unavailable. For a person with more than one nationality, Turkish law applies if one of the nationalities is Turkish. Where the person has more than one foreign nationality and no Turkish nationality, Article 4 points to the law of the state with which the person has the closest connection.
Nationality must therefore be proved accurately. A second citizenship can change the connecting-law analysis, particularly where the person has both Turkish and another nationality.
A passport can be strong identity evidence but may not be sufficient for every civil-status issue. Depending on the dispute, birth records, nationality certificates, guardianship records or other official civil-status documents may be required.
3. Article 9(2): a transaction made in Turkey can bind a person capable under Turkish law
Article 9(2) protects transactional security. It states that a person who lacks capacity under his or her national law is nevertheless bound by a legal transaction made in Turkey if that person has capacity under Turkish law.
This is not a replacement for the national-law rule in every case. It is a defined exception tied to a legal transaction made in Turkey and to the person’s capacity under Turkish law.
The practical purpose is clear. A counterparty dealing in Turkey should not always bear the risk of a foreign personal law that treats a person as incapable where Turkish law regards that person as fully capable for the transaction. Article 9(2) gives the Turkish transaction a protective rule, subject to the statutory exclusions.
Counsel should document where the transaction was made. Cross-border electronic contracting can make the place of the legal act factually complex. Signature pages, acceptance communications, electronic platform records and the contract’s execution mechanics should be preserved.
4. The Turkey-transaction exception does not apply to every subject
Article 9(2) expressly excludes three categories from the transaction-protection rule: family law, inheritance law and transactions concerning rights in rem over immovable property located in another country.
A foreign person’s capacity in a marriage, divorce-related status matter, succession transaction or another excluded family/inheritance context therefore cannot simply be validated by saying that Turkish domestic law would regard the person as capable.
The exclusion for rights in rem over immovables in another country reflects the strong connection between immovable property and the law of its situs. A Turkish court should not use the Article 9(2) Turkish-transaction exception to bypass the personal and property-law structure applicable to foreign land.
Turkish immovable property has its own conflict rules as well. For the form of transactions concerning rights in rem over immovables, MÖHUK Article 21(4) applies the law of the property’s location. See our guide on formal validity of international contracts and transactions in Turkey.
5. Majority acquired under national law does not disappear after a nationality change
Article 9(3) contains a specific continuity rule: majority acquired under the person’s national law does not end merely because the person’s nationality later changes.
This prevents a change of citizenship from reversing a status of majority that was already validly acquired under the former national law. The rule supports legal certainty in personal status and commercial relations.
The chronology is important. Counsel should identify the person’s former nationality, the law governing majority at the relevant time, the date majority was acquired and the date of the nationality change. The rule is about preserving acquired majority, not about ignoring all future capacity rules after citizenship changes.
Where a transaction was signed close to a nationality change, preserve the official nationality and civil-status records showing the relevant dates.
6. Article 9(4): capacity of foreign companies and legal entities
Article 9(4) governs the legal and acting capacity of legal entities and organized associations of persons or property. The rule points to the law of the administrative center stated in the entity’s constitutive statute.
This requires an examination of the company’s articles of association, charter, foundation instrument or comparable constitutive document. The “administrative center” should not be guessed from the address on an invoice or from the location of a shareholder.
The governing entity law determines whether the organization has legal capacity, who can act for it, what organs exist and what internal authority conditions affect its acts, subject to Turkish mandatory rules and the separate conflict rules applicable to the underlying transaction.
For a foreign company entering a Turkish contract, due diligence should therefore confirm legal existence and representative authority under the entity’s capacity law before the transaction is signed.
7. If the actual administrative center is in Turkey, Turkish law may be applied
The second sentence of Article 9(4) creates an important qualification. If the entity’s actual administrative center is in Turkey, Turkish law may be applied.
The statute uses a discretionary formulation rather than stating that Turkish law automatically replaces the statutory-seat law in every case. The factual center of administration must first be established and the Article 9(4) condition analyzed.
Indicators can include where strategic management decisions are made, where the executive organs actually operate, where central administration is carried out and where the entity’s real management functions are located. A registered-office address alone does not necessarily resolve the factual question.
International groups should take this rule seriously when a company is incorporated abroad but all genuine management occurs from Turkey. Corporate capacity should not be assessed solely from the foreign certificate of incorporation without considering the actual-seat issue.
8. Entities without a constitutive statute and unincorporated groups
Article 9(5) addresses organizations that do not have a constitutive statute and groups of persons or property that do not have legal personality. Their capacity is governed by the law of the actual administrative center.
This provision matters for some partnerships, associations, funds, trusts or other organizational forms whose legal status does not correspond neatly to a Turkish corporation. The court must identify the foreign organization as it actually exists under the relevant law rather than forcing it into an incorrect Turkish classification.
The parties should provide the foreign legal materials explaining whether the organization has legal personality, who can represent it, how decisions are made and where its administration is actually centered.
Under MÖHUK Article 2, the Turkish judge applies the designated foreign law ex officio and may request the parties’ assistance in determining its content. Authoritative foreign statutes, registry records and legal opinions can therefore be important in an Article 9 dispute.
9. Documents and due diligence before a foreign party signs in Turkey
For a foreign natural person, obtain a valid identity document and, where capacity is potentially disputed, the civil-status or guardianship records necessary to establish the applicable personal law. Determine nationality accurately, including dual nationality, and document the place where the transaction is concluded.
For a foreign company, obtain the current registry extract, constitutive statute, certificate of good standing or equivalent where available, board or shareholder resolutions if required, and evidence of the signatory’s authority. Identify both the statutory administrative center and the actual center of management.
Foreign public documents intended for Turkish use may require apostille or legalization and certified Turkish translation. See our guide on apostille and certified translation for foreign documents used in Turkey.
Capacity should also be separated from form. Even if a person or company has capacity under Article 9, the transaction must still comply with the applicable formal rules. See MÖHUK Article 7 on formal validity.
Finally, capacity does not decide jurisdiction. A foreign party can be fully capable and still have a valid foreign forum clause or be sued in Turkey under Turkish international-jurisdiction rules. See choice of court agreements under MÖHUK Article 47.
- Identify the natural person’s nationality or nationalities.
- Apply MÖHUK Article 4 where nationality is multiple, absent or subject to refugee status.
- Determine capacity under the national law under Article 9(1).
- If the transaction was made in Turkey, test Article 9(2).
- Do not use Article 9(2) for its family, inheritance or foreign-immovable exclusions.
- Preserve evidence of majority acquired before a nationality change.
- For companies, obtain the constitutive statute and identify its administrative center.
- Check whether the actual administrative center is in Turkey.
- For unincorporated groups, identify the actual administrative center.
- Separate capacity from form, governing law, authority and jurisdiction.
Frequently Asked Questions
1. Which law governs a foreign individual’s capacity in Turkey?
Article 9(1) uses the person’s national law.
2. What if the person has Turkish and foreign citizenship?
Under Article 4, Turkish law applies where one of the person’s multiple nationalities is Turkish.
3. Can a person incapable under foreign national law still be bound by a contract signed in Turkey?
Yes, Article 9(2) can bind the person if he or she had capacity under Turkish law, subject to the statutory exclusions.
4. Does that exception apply to inheritance transactions?
No. Family and inheritance law are expressly excluded from Article 9(2).
5. Does changing citizenship remove majority already acquired?
No. Article 9(3) preserves majority acquired under the person’s former national law.
6. Which law governs a foreign company’s capacity?
Article 9(4) generally uses the law of the administrative center stated in the entity’s constitutive statute.
7. What if the foreign company’s real management is in Turkey?
If the actual administrative center is in Turkey, Article 9(4) provides that Turkish law may be applied.
8. What law governs an unincorporated foreign group?
Article 9(5) uses the law of its actual administrative center.
9. Is a passport enough to prove all capacity issues?
No. Depending on the dispute, nationality, civil-status, guardianship or company-authority records may also be required.
10. Does capacity determine whether the contract is formally valid?
No. Capacity and form are separate issues; formal validity is addressed under Article 7 and any special form rule.
Author and legal review
Attorney Halil Bakırcı — Mersin Bar Association, Registration No. 3472. Bakırcı & Keskin Law Office advises foreign individuals and companies on Turkish contracts, corporate authority, private international law and litigation. Files throughout Turkey are managed from the Mersin office.
Last reviewed: 15 September 2026. This guide is based on Law No. 5718 Articles 2, 4 and 9.
Mersin office
Bakırcı & Keskin Law Office can review nationality, corporate seat, actual management, representative authority and the applicable MÖHUK rules before signing or litigation.
Hukuki konu hakkında iletişim
İlk iletişimde konuyu, bulunduğunuz ülke veya ili ve varsa tebliğ ya da son işlem tarihini kısaca belirtebilirsiniz. T.C. kimlik numarası, sağlık verisi veya kişisel belge göndermeyiniz. Mesajlaşma tek başına hukuki görüş veya avukatlık ilişkisi oluşturmaz.
