B2B Default, Interest, and Lump-Sum Penalty 'Acceleration' (Turkey)

Under Turkish law, certain severe penalty clauses in commercial leases, such as flat lump-sum late fees or acceleration clauses (where a single delayed payment makes the entire remaining lease term's rent immediately due), are strictly prohibited and legally void.

1. The Prohibition of Acceleration and Penalty Clauses (Article 346)

Article 346 of the Turkish Code of Obligations (Law No. 6098) strictly limits the financial penalties a landlord can impose on a tenant. Specifically, it prohibits agreements that impose a penalty condition (such as a fixed monetary fine) in the event of late payment.

Furthermore, acceleration clauses are completely invalid. A lease contract cannot state that if a tenant is late on one month's rent, all future rent for the remainder of the lease term becomes immediately due and payable. These mandatory provisions of Law No. 6098 apply to commercial (B2B) contracts and override any conflicting terms written into the lease agreement.

2. Commercial Default Interest and Grace Periods

While punitive late fees and acceleration clauses are prohibited, landlords are entitled to charge default interest on delayed payments.

• Statutory Grace Period: Under Article 315 of the Turkish Code of Obligations (Law No. 6098), landlords must provide a formal written notice giving commercial tenants at least a 30-day grace period to pay overdue rent. The lease cannot be terminated for non-payment until this 30-day period expires without payment. This mandatory statutory grace period overrides any lease agreement claiming the right to immediate termination.
• Commercial Default Interest: Instead of flat penalty fees, landlords can apply default interest to late payments. The Turkish Commercial Code (Law No. 6102) governs these rates. While parties have some freedom to negotiate interest rates, Article 1530 of the Commercial Code and related statutory limits prevent the imposition of completely unrestricted or exorbitant default interest rates in commercial transactions. Landlords commonly reference the default advance interest rate announced periodically by the Central Bank of the Republic of Turkey (CBRT).

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