What Is a Promissory Note?
A promissory note, also known as a bill or a note payable to order, is a type of negotiable instrument that contains an abstract acknowledgment of debt between the parties. In practice, it appears as a document in which the debtor personally signs, promising to pay the creditor. Therefore, a promissory note is, by its nature, a debt commitment with formal requirements and extended legal effects. It should also be noted that, in terms of its content, the note serves a credit purpose and is structured as a negotiable instrument that facilitates enforcement and collection.
What Are the Required Elements of a Promissory Note?
The elements that must be included in a promissory note are listed in Article 776 of the Turkish Commercial Code as follows:
A bill or promissory note payable to order must include:
a) The word “bill” or “promissory note” in the text of the note, and if the note is written in a language other than Turkish, the equivalent term in that language,
b) An unconditional promise to pay a specific amount,
c) The maturity date,
d) The place of payment,
e) The name of the person to whom or to whose order the payment will be made,
f) The date and place of issuance,
g) The signature of the issuer.
Lack or Absence of Required Elements in a Promissory Note
If the elements listed above are missing at the time the promissory note is put into circulation, the note becomes invalid; if any elements are incomplete, the note cannot acquire the status of a negotiable instrument. Moreover, a note that does not acquire the characteristics of a negotiable instrument due to the absence of required elements is considered an ordinary document. Therefore, since collecting a note that lacks negotiable instrument status is more difficult, it can be useful to consult a lawyer in Antalya to verify that all necessary elements of the note are complete and correct.
Frequently Asked Questions
1.What Happens If the Mandatory Elements of a Promissory Note Are Missing?
The absence of the elements required in a promissory note is regulated in Article 777 of the Turkish Commercial Code under the heading “Absence of Elements” as follows:
“(1) Subject to the cases stated in paragraphs two to four, a note that does not include one of the elements specified in Article 776 shall not be considered a bill.
(2) A bill without a stated maturity date shall be considered payable at sight.
(3) If not clearly stated, the place where the note is issued shall be deemed the place of payment and, at the same time, the domicile of the issuer.
(4) A bill for which the place of issuance is not indicated shall be considered issued at the location written next to the name of the issuer.”
2.What Are the Optional Elements That Can Be Included in a Promissory Note?
There are certain elements that are not mandatory but can be added to a promissory note optionally. These are elements that the parties agree to include based on their mutual consent. Accordingly, the relevant elements are listed below:
- Interest Clause
In this regard, it should be noted that an interest clause is valid in promissory notes with maturities payable at sight or after a certain period from sight. Additionally, the interest clause can also be arranged as a separate contract. In such a case, the issuance date, maturity date, and amount of the referenced note must be clearly stated in the contract. - Principal Amount Clause
The principal amount clause in a promissory note indicates the existence of the legal relationship between the debtor and the creditor. However, it should also be noted that this clause is primarily important for evidentiary purposes regarding the note. - Maturity Clause
Accordingly, if more than one maturity date is set for a bill or other negotiable instruments, this renders the note invalid. Therefore, the statement written on the note, “If this note is not paid, the other notes will also become due,” relates to notes whose maturity dates have not yet arrived. - Jurisdiction Clause
It contains information about which court and enforcement office will handle disputes that may arise from the promissory note.
3.How Is a Promissory Note Transferred?
Regarding the transfer of a note, the endorsement and transfer of possession are required for the transfer of a full (complete) bill, and the same conditions also apply for the transfer of an open bill.
4.What Is a Promissory Note Protest?
A promissory note protest is a notification issued by a notary public in the event that a matured note is not paid. In this context, banks may lower the credit rating of the person who issued the note, i.e., the debtor.
5.I Signed a Blank Promissory Note, What Happens?
Signing a blank promissory note is not recommended by legal professionals due to the absence of the note’s content and required elements. However, if a blank note has already been signed and the person suffers harm, it is possible to seek the punishment of the party causing the harm in accordance with Article 209 of the Turkish Penal Code:
“(1) A person who fills in a signed paper, partially or completely blank, delivered to them for a specific purpose in a manner different from its intended purpose shall, upon complaint, be punished with imprisonment from three months to one year.
(2) A person who unlawfully seizes or possesses a signed paper, partially or completely blank, and fills it in so as to produce legal consequences shall be punished in accordance with the provisions on document forgery.”
Some Supreme Court Decisions Regarding the Required Elements of a Promissory Note
- In the case at hand, the front of the bill underlying the enforcement proceeding bears the term “cash,” and the note is in the possession of the creditor in this state. This statement neither conditions the collection of the note nor reflects an intention that the document was issued as a guarantee. Therefore, in this specific case, there is no situation requiring judicial determination of whether the note will be collected. The words indicating the reason for the debt and the purpose of issuing the note, which merely clarify the underlying debt relationship, do not affect the note’s status as a bill. Accordingly, the inclusion of explanations regarding the primary debt relationship in the note does not affect its nature as a bill under Article 776 of the Turkish Commercial Code, and the note serving as the basis for the enforcement proceeding qualifies as a negotiable instrument containing the legal elements of a bill. Therefore, instead of accepting the objection and annulling the enforcement based on a written justification that does not correspond to the facts of the case, the court should have examined the merits of the objection to the signature and rejected the objection to the debt based on the claim that the note lacked the characteristics of a negotiable instrument, and issued a decision according to the outcome of that examination. (Supreme Court of Turkey, 12th Civil Chamber, dated 05.10.2015, Case No. 2015/11759, Decision No. 2015/23041)
- In the present case, the front of the bill underlying the enforcement proceeding bears the term “cash,” and the note is held by the creditor in this state. This statement neither conditions the collection of the note nor reflects an intention that the document was issued as a guarantee. Therefore, in this case, there is no situation requiring judicial determination as to whether the note will be collected. The words indicating the reason for the debt and the purpose of issuing the note, which merely clarify the underlying debt relationship, do not affect the note’s status as a bill. Accordingly, the inclusion of explanations regarding the primary debt relationship in the note does not affect its nature as a bill under Article 776 of the Turkish Commercial Code, and the note serving as the basis for the enforcement proceeding qualifies as a negotiable instrument containing the legal elements of a bill. Therefore, instead of accepting the objection and annulling the enforcement based on a written justification that does not correspond to the facts of the case, the court should have examined the merits of the objection to the signature and rejected the objection to the debt based on the claim that the note lacked the characteristics of a negotiable instrument, and issued a decision according to the outcome of that examination. (Supreme Court of Turkey, General Assembly of Civil Chambers, dated 05.04.2017, Case No. 2017/714, Decision No. 2017/639)
- As a result of all these explanations, when the specific case is evaluated; it is understood that the creditor … initiated an enforcement proceeding against the drawer … … through a seizure specific to negotiable instruments based on a bill and a provisional attachment decision, that the payment order was served on 08.05.2017, and that, upon the creditor’s request, a provisional attachment was applied on 09.05.2017 to the debtor … …’s share in the immovable property registered in Parcel 1, Block 2208, Mah. … …, and to the debtor … …’s share in the immovable property registered in Parcel 4, Block 2209, located in the same area. It is also understood that the debtor’s shares in these immovables were transferred with the attachment burden to the complainant … Trade Inc. on 24.08.2017, that the creditor requested a sale on 17.01.2018 and deposited the sale advance on the same date, and that subsequently, the creditor submitted a merger agreement dated 14.07.2017 regarding … … and the complainant … Trade Inc., requesting that a memorandum be sent to the complainant company on 05.02.2018. This memorandum was served on 12.02.2018, and upon the creditor’s request dated 20.02.2018, a re-attachment was applied to the shares in the immovables on 22.02.2018. While the proceedings were ongoing, the 47/610 share in the immovable property in Parcel 1, Block 2208, was auctioned on 15.12.2022 to offset the receivable, and the auction was finalized. Since the sale price covered the receivable, the sale of the other immovable was canceled by the directorate’s decision. At the time of the attachment by the enforcement office, in other words on the date of the seizure, it is sufficient and necessary that the immovable be registered in the name of the debtor. In this case, it should be concluded that there was no procedural irregularity in the enforcement officer’s attachment process. (Supreme Court of Turkey, 12th Civil Chamber, dated 28.05.2025, Case No. 2025/2867, Decision No. 2025/4409)
- In the review conducted within the file, it was understood that in the petition dated 14.12.2021 regarding the negative declaratory action numbered 2021/611 E filed with the Avanos Civil Court of First Instance by the debtor’s attorney Av.… concerning the promissory note dated 15.02.2020 and valued at 71,500 USD in the enforcement file numbered 2021/366 E at the Avanos Enforcement Office, and in the complaint petition dated 30.11.2021 submitted to the Avanos Public Prosecutor’s Office under investigation file number 2021/2198, it was stated regarding the note subject to the proceeding that: “According to my client’s statement, the note, originally 1,500 TL, had its creditor field left blank and its debtor field filled in and signed, and was given to a person named … (third party) who works in small electric motor businesses. … is a close friend of the suspect (the creditor). The note was delivered by … to … (the creditor). The aforementioned suspect altered the note as described above, converting it into the amount of 71,500 USD.” The statement provided by the debtor’s attorney in the negative declaratory action petition and in the complaint petition submitted to the Public Prosecutor constitutes an in-court acknowledgment that the note underlying the proceeding was signed by the debtor. In this case, the issue of the signature belonging to the debtor is no longer contested. (Supreme Court of Turkey, 12th Civil Chamber, dated 20.05.2025, Case No. 2025/2340, Decision No. 2025/4097)
ANTALYA COMMERCIAL LAWYER – ANTALYA LAWYER
A promissory note must contain certain elements to be legally valid. It must include the date of issuance, the full names of the debtor and creditor, the signature, the amount to be paid, and the maturity date. If any of these elements are missing, the note may lose its validity, potentially causing serious legal disputes between the parties. Obtaining the support of a lawyer in Antalya is particularly important in disputes involving promissory notes, which are frequently used in commercial transactions in the region. An experienced lawyer reviews the validity of the note, protects the rights of the parties, and provides professional legal solutions in potential lawsuits.
