Limitation Periods for Investor Claims in Turkey: A Statute-by-Statute Guide to Deadlines for Foreign Institutional Investors

For a foreign institution weighing claims arising from Turkey’s 2026 fund and market manipulation cases, the first legal question is often not whether a claim exists but how long is left to bring it. Turkish law has no single limitation period for investor claims. Disclosure claims against issuers and signatories expire six months after the loss occurs (Capital Markets Law Art. 32(6)). Tort claims run two years from knowledge and ten years from the act, extended where the act is a crime with a longer prosecution period (Code of Obligations Art. 72(1)). Claims against directors and auditors run two years from knowledge and five years from the act, with the same criminal extension (Commercial Code Art. 560). Claims under mandate and commission contracts with intermediaries run five years (Code of Obligations Art. 147(5)). Some steps have periods counted in days: three months to annul a general meeting resolution, two weeks to object to a decision not to prosecute, sixty days to challenge an administrative act, seven days to object to a concordat moratorium. Limitation periods cannot be changed by contract or waived in advance (Code of Obligations Arts. 148 and 160), and a notice letter does not interrupt them. This guide sets out the periods statute by statute, explains how they start, stop and are interrupted, and gives a practical calendar. It reflects the legislation in force as at 25 October 2026.

Why limitation decides investor cases

Limitation periods in Turkish investor claims are short and varied. The shortest substantive period, six months for disclosure claims, is shorter than the time many institutions need to complete internal reviews, appoint counsel and quantify losses. Several periods run from objective dates, such as the date of the loss or of a general meeting, regardless of when the investor learns of the facts. And because a single course of conduct can give rise to claims against different defendants on different legal grounds, one set of facts can trigger several clocks at once.

The cost of missing a deadline is high. Once a limitation period has expired and the defendant invokes it, the claim fails however strong it is on the merits. Missing a forfeiture period, such as the period for annulling a general meeting resolution, extinguishes the right itself.

Limitation and forfeiture

Turkish law distinguishes two kinds of time limits. A limitation period (zamanaşımı) does not extinguish the right; it gives the debtor a defence. The court does not take limitation into account of its own motion: the defendant must raise it (Code of Obligations No. 6098 Art. 161). Limitation can be suspended and interrupted under the rules discussed below.

A forfeiture period (hak düşürücü süre) is different. It is the period within which a right must be exercised, failing which the right itself lapses. In Turkish practice, courts take forfeiture into account of their own motion, and the suspension and interruption rules of the Code of Obligations do not apply to forfeiture in the same way. Examples in investor cases are the three-month period to annul general meeting resolutions (Commercial Code Art. 445), the five-year period for avoidance actions in insolvency (Enforcement and Bankruptcy Law Art. 284) and many procedural periods set in days or weeks.

Two rules apply to all limitation periods in the Code of Obligations: they cannot be changed by contract (Art. 148), and limitation cannot be waived in advance (Art. 160(1)). For laws containing commercial provisions, the Commercial Code adds that limitation periods cannot be changed by contract unless the law provides otherwise (Commercial Code Art. 6).

The main periods at a glance

The sections that follow explain each period. Deadlines in the criminal process and in insolvency proceedings, many of which run in days, are collected in separate tables below.

Disclosure claims: six months

Issuers, the persons named in Capital Markets Law Art. 10, and those who sign public disclosure documents such as prospectuses, special-situation announcements and financial reports, or on whose behalf they are signed, are jointly liable for losses caused by false, misleading or incomplete information in them (Art. 32(1)). The claim is time-barred six months from the date on which the loss described in Art. 32(4) occurs (Art. 32(6)).

Article 32(4) describes the loss by reference to the presumption of causation: losses to investors who bought or sold during the period of the misleading information and then sold or bought on the exchange immediately after the true information emerged. For those investors, the starting point will usually be the date of that later transaction. The period is measured from the loss, not from the investor’s knowledge of who is liable, so a late internal review does not extend it.

Clauses that reduce or exclude liability for public disclosure documents are invalid (Art. 32(7)), but that rule does not lengthen the limitation period, which in any event cannot be changed by contract. Whether the longer periods for tort and directors’ liability remain available once the six-month period has expired is a question on which a claimant should not stake its case; the prudent course is to file within six months and plead other grounds in the alternative. The substance of these claims is explained in Prospectus and Disclosure Liability in Turkey.

Tort claims and the criminal extension

A claim for compensation in tort is time-barred two years from the date on which the injured party learned of the loss and of the person liable, and in any case ten years from the date of the act. Where the compensation arises from an act that requires a penalty for which criminal law provides a longer limitation period, that longer period applies (Code of Obligations Art. 72(1)).

The two-year period depends on knowledge of both the loss and the person liable. In manipulation cases, where trading is carried out through nominees and related accounts, an investor may learn of its loss long before it can identify who is responsible; an indictment, an SPK bulletin naming persons or a court decision often marks the point at which the liable persons become known. The ten-year outer limit runs from the act regardless of knowledge.

Where several persons are liable for the same loss, they are jointly and severally liable (Art. 61), and interruption against one jointly liable debtor interrupts the period against the others (Art. 155(1)). This matters in manipulation cases with many participants: a timely claim against one can protect the position against others, although the safer course is to sue all identified defendants within the period.

Criminal limitation periods that extend civil claims

The criminal extension in Code of Obligations Art. 72(1), and in Commercial Code Art. 560 for directors and auditors, refers to the prosecution limitation periods of the Turkish Penal Code No. 5237. Prosecution is time-barred after eight years for offences carrying imprisonment of up to five years, and fifteen years for offences carrying more than five and less than twenty years (Art. 66(1)(d)–(e)). The upper limit of the statutory penalty is decisive (Art. 66(4)).

The prosecution limitation period is interrupted by, among other things, the taking of a suspect’s statement before the prosecutor, an arrest warrant, the indictment and a conviction; it then starts again, but in total it can be extended by at most half of the statutory period (Penal Code Art. 67(2)–(4)). How such interruptions affect the parallel civil period is a question to be examined in each case; the safer approach is to rely on the base periods.

Two features of the capital markets regime are relevant here. Investigations into offences defined in the Capital Markets Law require a written application by SPK to the public prosecutor, which is a procedural precondition (Capital Markets Law Art. 115(1)). And Turkish criminal courts do not decide investors’ damages claims: compensation is pursued in the civil courts, within the civil limitation periods, whatever the stage of the criminal case. Participation in the criminal case is explained in Joining a Criminal Case in Turkey as a Foreign Investor.

Contract claims against intermediaries

Claims arising from mandate, commission and agency contracts are subject to a five-year limitation period (Code of Obligations Art. 147(5)). This covers most claims against Turkish brokers executing orders for clients, portfolio managers acting under mandates and custodians whose services are analysed under the mandate rules. Other contractual claims are subject to the general ten-year period, unless the law provides otherwise (Art. 146).

Limitation starts when the claim falls due; where falling due depends on a notice, from the day on which notice could be given (Art. 149). For a damages claim based on breach of contract, this is generally when the loss arises from the breach. Where the same conduct is also a tort, for example misuse of client assets that is also an offence, the court applies the ground that gives the injured party the best compensation unless the injured party asks otherwise (Art. 60), and the tort periods with their criminal extension may then also be relevant. These claims are discussed in Claims Against Brokers, Custodians and Portfolio Managers in Turkey.

Company law claims

Claims against founders, board members, managers and liquidators, and against auditors, are time-barred two years from the date on which the claimant learned of the loss and the person liable, and in any case five years from the act causing the loss; where the act is a crime with a longer prosecution limitation period, that period applies (Commercial Code No. 6102 Art. 560). The same periods apply by analogy to claims by shareholders and creditors against a controlling company and its responsible directors (Art. 202(1)(e)).

The Commercial Code also sets several shorter periods that minority investors must watch:

Nullity of a general meeting resolution, for example one restricting shareholders’ non-waivable rights or breaching the rules on capital protection (Art. 447), is not subject to the three-month period of Art. 445. Release resolutions in favour of directors also have consequences for later claims, as explained in Shareholder Rights in Turkish Listed Companies. Claims against controllers are discussed in Concealed Profit Transfers and Controlling Shareholder Liability.

Restitution of unjust enrichment

Where a transaction is void, for example a contract contrary to mandatory law (Code of Obligations Art. 27), or where a payment was made without legal ground, a claim for restitution of unjust enrichment may arise. It is time-barred two years from the date on which the claimant learned of its right to reclaim, and in any case ten years from the enrichment (Art. 82(1)). Restitution can be relevant where client assets were transferred without authority, or where related-party transactions are found to be invalid.

When the clock starts and how it is counted

The starting point depends on the claim. For contractual claims, limitation runs from when the claim falls due (Code of Obligations Art. 149(1)). For tort and directors’ liability, the short period runs from knowledge of both the loss and the liable person, and the long period from the act (Art. 72(1); Commercial Code Art. 560). For disclosure claims, the period runs from the loss as defined in Capital Markets Law Art. 32(4). For general meeting resolutions, it runs from the resolution itself.

The day on which limitation begins is not counted, and limitation is complete only when the last day of the period has passed without the right being exercised; the rules on time for performance of obligations apply to the calculation (Code of Obligations Art. 151). When the principal claim becomes time-barred, interest and other accessory claims are time-barred with it (Art. 152).

Suspension

Suspension means that a period does not start, or stops running, while a particular situation lasts; when it ends, the period starts or resumes from where it stopped (Code of Obligations Art. 153). Most of the grounds in Art. 153 concern family and guardianship relationships and have no bearing on investor claims. One is potentially relevant: limitation does not run as long as it is impossible to assert the claim before Turkish courts (Art. 153(6)). This is a narrow ground concerning a genuine impossibility of bringing the claim in Turkey, not practical difficulty or the time needed to gather evidence, and it should not be relied on as a planning tool.

Of greater practical importance is the statutory suspension during mandatory mediation: limitation is suspended, and forfeiture periods do not run, from the application to the mediation office until the final minutes are drawn up (Mediation Law No. 6325 Art. 18/A(15)).

Interruption

Interruption is more powerful than suspension: when limitation is interrupted, a new period starts to run (Code of Obligations Art. 156(1)). Limitation is interrupted in two situations (Art. 154):

• ▸ Acknowledgement by the debtor, in particular by paying interest or part of the debt, or giving a pledge or a guarantor (Art. 154(1)).
• ▸ Action by the creditor: applying to a court or arbitral tribunal by action or defence, starting enforcement proceedings, or registering the claim in a bankruptcy (Art. 154(2)).

Where the debt is acknowledged in a document, or determined by a court judgment or arbitral award, the new period is always ten years (Art. 156(2)). Where limitation is interrupted by a lawsuit, it starts running again after every procedural act of the parties and every decision of the judge during the proceedings; where interrupted by enforcement, after every act concerning enforcement of the claim; and where interrupted by registration in a bankruptcy, from the time the claim can again be asserted under bankruptcy law (Art. 157).

If an action or defence is dismissed because the court lacked jurisdiction or competence, because of a correctable error or because it was premature, and the limitation or forfeiture period has meanwhile expired, the creditor has an additional period of sixty days to exercise its rights (Art. 158). Interruption against one joint debtor, or a debtor of an indivisible obligation, interrupts against the others; interruption against the principal debtor interrupts against the guarantor, but not the other way round (Art. 155).

Partial claims after the 2026 reform

Large institutional claims are often difficult to quantify precisely before limitation expires. Turkish procedure addressed this until recently through the action for an undetermined claim (belirsiz alacak davası) in Art. 107 of the Code of Civil Procedure No. 6100. Law No. 7589 of 16 July 2026 repealed Art. 107 with effect from 31 July 2026 and added a new rule to the partial-claim provision.

Where the subject of the claim is divisible, a claimant may sue for only part of it (Art. 109(1)), and doing so does not mean waiving the rest unless the claimant expressly waives it when filing (Art. 109(3)). Under the new Art. 109(4), where only part of a claim is sued on, the claim may be increased once in the same proceedings, until the end of the evidence stage, without being subject to the prohibition on expanding the claim; limitation is then deemed interrupted from the filing date for the increased part as well. This lets an investor file in time on a conservative figure, keep the advance court fee proportionate and increase the claim once the expert report quantifies the loss.

Mediation and interim measures

For commercial cases whose subject is a sum of money, applying to a mediator is a condition of the action (Commercial Code Art. 5/A(1)). The mediator must conclude within six weeks of appointment, extendable by up to two weeks (Art. 5/A(2)). From the application to the mediation office until the final minutes, limitation is suspended and forfeiture periods do not run (Mediation Law Art. 18/A(15)).

Interim measures carry their own short deadlines. A claimant that obtained an interim injunction before suing must file its main action within two weeks of requesting enforcement of the injunction, failing which the injunction lapses (Code of Civil Procedure Art. 397(1)). A creditor that obtained a precautionary attachment before suing or starting enforcement must start enforcement or sue within seven days of the attachment being carried out, or of service of the attachment report where it was carried out in the creditor’s absence (Enforcement and Bankruptcy Law Art. 264(1)). Both deadlines do not run during mandatory mediation, from the application until the final minutes (Mediation Law Art. 18/A(16)). These measures are explained in Freezing Assets in Turkey for Investor Claims.

No advance waiver and no tolling agreements

Institutions familiar with other legal systems may expect to agree a standstill or tolling agreement with a potential defendant while settlement is explored. Turkish law limits this. Limitation cannot be waived in advance (Code of Obligations Art. 160(1)), and the limitation periods of the Code cannot be changed by contract (Art. 148; Commercial Code Art. 6). An agreement purporting to extend the period, or a promise not to plead limitation made before the period has run, cannot be relied on.

What remains possible is an acknowledgement by the debtor, which interrupts limitation and, if made in writing as a document acknowledging the debt, starts a new ten-year period (Arts. 154(1) and 156(2)); and mandatory mediation, which suspends limitation while settlement is explored. Where neither is available, the safe course is to file. A waiver by one joint debtor, or by the principal debtor, cannot be asserted against the others or against a guarantor (Art. 160(2)–(4)).

Deadlines in the criminal process

Because the right to join a prosecution is lost once the first-instance judgment is given (Criminal Procedure Code Art. 237), an investor that wishes to appeal a judgment or acquittal must have joined in time.

Claims against SPK and other authorities

Unless a special law provides otherwise, an annulment action before the administrative courts must be brought within sixty days of written notification of the act (Administrative Procedure Law No. 2577 Art. 7). For regulatory acts that must be published, the period runs from publication, and those affected may also challenge the regulatory act when it is applied to them (Art. 7(4)). An application to the authority, within the period, to withdraw or amend the act stops the period from running; if no answer is given within thirty days the request is deemed refused and the period resumes, counting the time already elapsed (Art. 11). Silence for thirty days on an application asking the administration to act is likewise deemed a refusal (Art. 10(2)).

For loss caused by administrative actions, the injured person must first apply to the administration within one year of learning of the action and in any case within five years of it; if the request is refused, or not answered within thirty days, an action may be brought within the time limit for suing (Art. 13(1)). Claims for loss caused by an administrative act may be brought together with an annulment action, or after it is decided (Art. 12). These routes are discussed in Suing Turkey’s Capital Markets Board (SPK).

Insolvency and investor compensation

Where a defendant enters concordat or bankruptcy, a further set of short deadlines applies, mostly counted from public announcements rather than personal notice.

Registering a claim in a bankruptcy interrupts limitation, and the new period starts when the claim can again be asserted under bankruptcy law (Code of Obligations Arts. 154(2) and 157(3)). During a concordat moratorium, limitation and forfeiture periods that an enforcement step could interrupt do not run (Enforcement and Bankruptcy Law Art. 294(1)). The procedures are explained in When a Turkish Issuer or Broker Becomes Insolvent.

Foreign proceedings and foreign law

Two cross-border questions arise. First, which law governs the claim. Contractual relationships are governed by the law chosen by the parties or, failing a choice, the law most closely connected with the contract (Law No. 5718 Art. 24), and torts by the law of the country where the act was committed, or, if the loss occurred in another country, the law of that country, subject to a more closely connected law (Art. 34(1)–(3)). For a foreign fund that suffered loss on Borsa Istanbul trading, the application of these rules should be checked case by case. The Turkish periods discussed here apply to claims governed by Turkish law; where a foreign law governs, its limitation rules need separate examination.

Second, whether proceedings abroad protect the position in Turkey. Code of Obligations Art. 154(2) refers to applying to a court or arbitral tribunal without expressly limiting this to Turkish courts, but whether a foreign action interrupts limitation for a later Turkish claim, and whether it would be recognised, are questions on which an investor should not rely. Where a claim may ultimately have to be enforced in Turkey, the safer course is to take an interrupting step in Turkey within the Turkish period, even while proceedings continue elsewhere. The interplay of forums is discussed in Suing in Turkey or Abroad.

Practical preparation also takes time for foreign claimants. Powers of attorney must be notarised and, if signed abroad, apostilled; documents must be translated; and a foreign claimant may have to provide security for costs unless exempted on the basis of reciprocity (Law No. 5718 Art. 48). These steps should be started well before the earliest deadline, as explained in Representing Foreign Institutional Investors.

Building a limitation calendar

1. 1. List every exposure and defendant. Issuers, signatories, directors, auditors, controllers, manipulators, intermediaries and authorities, each with the legal ground of the claim.
2. 2. Fix the trigger dates. Dates of purchases and sales, of the corrective disclosure, of SPK bulletins and indictments naming defendants, of general meetings and of announcements in insolvency.
3. 3. Apply the shortest period first. For disclosure claims, six months from the loss; for general meeting resolutions, three months; for procedural steps, days or weeks.
4. 4. Record knowledge. Document when the institution learned of its loss and of each liable person, for the two-year periods.
5. 5. Prepare documents early. Powers of attorney, apostilles, translations, trade data and a first loss estimate.
6. 6. Stop the clock lawfully. Apply for mediation where required, file a partial claim under Code of Civil Procedure Art. 109, or start enforcement; do not rely on demand letters or standstill letters.
7. 7. Track restart dates. After interruption, limitation restarts after each procedural act (Code of Obligations Art. 157); keep proceedings active.
8. 8. Review monthly. New facts, such as an indictment or an insolvency announcement, can start new periods.

Frequently asked questions

What is the limitation period for a claim against a Turkish issuer for misleading disclosures?

Six months from the date the loss described in Capital Markets Law Art. 32(4) occurs (Art. 32(6)).

What is the limitation period for a market manipulation damages claim in Turkey?

Two years from knowledge of the loss and the liable person and ten years from the act, or the longer prosecution limitation period, generally eight years for Capital Markets Law Art. 107 offences (Code of Obligations Art. 72(1); Penal Code Art. 66(1)(e)).

How long do I have to sue directors or auditors?

Two years from knowledge of the loss and the liable person, and five years from the act, unless a longer criminal limitation period applies (Commercial Code Art. 560).

What is the limitation period for claims against a Turkish broker or portfolio manager?

Five years for claims under mandate and commission contracts (Code of Obligations Art. 147(5)), starting when the claim falls due (Art. 149).

Can the parties agree to extend a limitation period?

No. Limitation periods cannot be changed by contract (Code of Obligations Art. 148; Commercial Code Art. 6), and limitation cannot be waived in advance (Code of Obligations Art. 160(1)).

Does a notarial demand letter interrupt limitation in Turkey?

No. Limitation is interrupted only by the debtor’s acknowledgement or by the creditor applying to a court or arbitral tribunal, starting enforcement or registering in a bankruptcy (Code of Obligations Art. 154).

Does mediation stop the clock?

Yes. Limitation is suspended and forfeiture periods do not run from the application to the mediation office until the final minutes (Mediation Law Art. 18/A(15)).

Can I file a partial claim to protect the limitation period?

Yes. Since 31 July 2026, a partial claim may be increased once until the end of the evidence stage, and limitation is deemed interrupted from the filing date for the increased part (Code of Civil Procedure Art. 109(4)).

What happened to the action for an undetermined claim?

Article 107 of the Code of Civil Procedure was repealed by Law No. 7589 with effect from 31 July 2026; the partial-claim rule in Art. 109(4) now serves a similar purpose.

Does a criminal complaint interrupt limitation for my civil claim?

A criminal complaint or participation in the prosecution is not among the grounds of interruption listed in Code of Obligations Art. 154; civil claims must be brought in the civil courts within the civil periods.

What happens if my case is dismissed for lack of jurisdiction after the period has run?

The claimant has an additional sixty days to exercise its rights where the dismissal was for lack of jurisdiction or competence, a correctable error or prematurity (Code of Obligations Art. 158).

Does interrupting limitation against one defendant protect me against others?

Interruption against one jointly liable debtor interrupts it against the others (Code of Obligations Art. 155(1)), but the safer course is to sue all identified defendants in time.

How long do I have to annul a general meeting resolution?

Three months from the resolution (Commercial Code Art. 445); null resolutions under Art. 447 are not subject to this period.

How long do I have to challenge an SPK decision?

Sixty days from written notification for an annulment action, unless a special law provides otherwise (Administrative Procedure Law Art. 7).

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series
• Social Media Manipulation and Unlicensed Investment Advice in Turkey
• Turkish Bond Defaults: Bondholders’ Boards and Enforcement
• Continuous Disclosure in Turkey: Inside Information and Delayed Disclosure
• How a Securities Lawsuit Proceeds in Turkey
• Prospectus and Disclosure Liability in Turkey
• Suing Directors and Auditors of Turkish Listed Companies
• Claims Against Brokers, Custodians and Portfolio Managers in Turkey
• Concealed Profit Transfers and Controlling Shareholder Liability
• When a Turkish Issuer or Broker Becomes Insolvent
• Joining a Criminal Case in Turkey as a Foreign Investor
• Suing Turkey’s Capital Markets Board (SPK)
• Freezing Assets in Turkey for Investor Claims
• Shareholder Rights in Turkish Listed Companies
• Suing in Turkey or Abroad: Jurisdiction and Enforcement