WHAT IS A PROMISSORY NOTE? HOW IS A PROMISSORY NOTE ISSUED?

What is a Promissory Note? How to Draft a Promissory Note? Bono Drafting Guide

In its broadest sense, a promissory note (senet) is a written document serving to prove the existence of a debt, payment, delivery, or legal transaction. In everyday life, however, a “senet” is most frequently understood to mean a bono (promissory note), otherwise known as a note to order. A bono is a negotiable instrument containing the issuer's unconditional promise to pay a specific sum to a designated person or to their order, and Under the Turkish Commercial Code, it is a negotiable instrument subject to strict formal requirements.

The mere fact that a document is signed does not mean that it qualifies as a negotiable instrument in all circumstances. A promissory note intended to be issued as a bono must contain the mandatory elements prescribed by law. A document lacking these mandatory elements may not provide the execution proceedings specific to negotiable instruments; however, it may still carry separate legal value as a document proving the underlying debt relationship or an ordinary written acknowledgment of debt.

What is the Payment Date?

The phrase ” tediye tarihi ” (payment date) appears on the front of the negotiable instrument, and differing opinions and issues exist regarding which date this phrase refers to. First and foremost, it must be stated that the payment date and the maturity date are not the same.  There are case files in which the 12th Civil Chamber of the Yargıtay, which has jurisdiction over disputes arising from checks, promissory notes, and bills of exchange, has interpreted the payment date as both the maturity date and the issuance date in decisions rendered on various dates.

The 12th Civil Chamber of the Yargıtay, in its decision dated January 20, 2016, with E. 2015/30959, K. 2016/1537In its decision numbered ..., it has accepted the payment date as the maturity date.

The 12th Civil Chamber of the Yargıtay, rendered on 27.4.2010 E. 2009/29449, K. 2010/10515 In its decision numbered ..., it has accepted the payment date as the issue date.

For this reason, if the promissory note to be drafted contains the term "payment" (tediye), this section should either be left blank (a line drawn through it) or the payment section should be crossed out and replaced with the maturity date or issue date to specify the relevant date.

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The Difference Between a Promissory Note (Bono), Bill of Exchange, and Simple Written Document

The concept of a promissory note (senet) can be used in two different senses in legal practice. In its first sense, a note is a written document proving an event, debt, or legal transaction. In its second and commonly applied sense, a note refers to a promissory note (bono) as a negotiable instrument. A promissory note is not merely an acknowledgment of debt. Under the Turkish Commercial Code, provided that it bears the formal requirements stipulated by law, it is a negotiable instrument that grants the creditor the opportunity to initiate execution proceedings through the special procedure for negotiable instruments.

The loss of a document's character as a promissory note does not mean that the debt is eliminated in every case. The document may continue to be evaluated in terms of the underlying contractual relationship, delivery of goods, loan relationship, or another debt relationship.

Document Type	Primary Function	Formal Requirement	Eligibility for Enforcement of Negotiable Instruments
Private Document in Writing	Proving a debt or transaction	General rules of written form	As a rule, it is not directly sufficient
Acknowledgement of Debt	Demonstrating that the debtor accepts the debt	It is crucial that the content is specific	Evaluated based on the nature of the document
Promissory Note / Instrument to Order	Unconditional promise to pay a specific sum	Article 776 of the Turkish Commercial Code (TTK) mandatory elements within the scope of	If valid, execution proceedings specific to bills of exchange are possible.
Check	Payment order directed to the bank	Strict formal requirements specific to checks	It is a bill of exchange; it is not the same document as a promissory note

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How to Draft a Bono?

When drafting a promissory note, having only the term “note” on the document is not sufficient. Turkish Commercial Code No. 6102, Art. 776, regulates the mandatory elements that must be present in a promissory note.

A promissory note must contain the word “promissory note” or “order instrument” in its text; bear an unconditional and unqualified promise to pay a certain sum; and show the payee, issue date, place of issue, and the signature of the issuer. Maturity date and place of payment are also important; however, with respect to certain deficiencies, pursuant to TCC Art. 777 statutory completion provisions may apply.

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Mandatory Elements of a Bono

Mandatory/Important Element	Explanation	Risk in Practice
The phrase "promissory note" or "note to order"	Must be included in the text of the document in the language in which it was drafted	The complete absence of this phrase may affect the negotiable instrument status
Unconditional promise to pay	The debtor must undertake to pay the specified amount without introducing any conditions	Clauses such as "I will pay if such and such event occurs" may cause validity issues
Specified sum	The monetary amount to be paid must be clearly indicated	Discrepancies between the amount written in figures and in words create disputes
Payee	To whom or to whose order the payment is to be made must be specified	Leaving the payee blank may lead to serious evidentiary and jurisdictional disputes
Maturity Date	The time of payment must be clear and unambiguous	Multiple or conflicting maturity clauses may jeopardize the negotiable instrument status
Place of payment	Indicates where the instrument is payable	In case of omissions, statutory completion rules may apply
Date of issuance	The date the promissory note was issued	Important with respect to maturity and statute of limitations
Place of issue	The place where the promissory note was issued	In case of omission, the location next to the issuer's name may be taken into account
Signature of the issuer	The signature of the person undertaking the debt	If there is no signature, the promissory note does not come into existence; a denial of signature is evaluated separately.

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What Does an Unconditional Promise to Pay Mean?

The promise to pay contained in a promissory note must be clear, specific, and unconditional. For instance, clauses such as “payment shall be made upon delivery of goods” or “valid as long as the contract continues” may cause issues under negotiable instruments law as they tie the promise to pay to an external event.

Conversely, the presence of expressions such as “for goods”, “for cash”, “as collateral” or similar statements on the instrument does not invalidate the promissory note in every case. In the decision of the General Assembly of Civil Chambers of the Yargıtay numbered E. 2018/92, K. 2021/1610, T. 07.12.2021, it has been accepted that the notation “received as collateral” on the instrument does not, by itself, eliminate its character as a promissory note, provided that the underlying legal relationship to which it refers is not specified.

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How Should the Amount Be Written?

If the amount of the instrument is indicated both in figures and in words, there must be consistency between the two entries. It is permissible to determine the amount in Turkish Lira, foreign currency, or another currency; however, the currency and the amount must be written in a manner that leaves no room for ambiguity.

In the event of a discrepancy between the amount shown in figures and in words, special interpretation rules under negotiable instruments law may apply. Nevertheless, the safest method is to write the amount clearly and without erasure at once, without leaving any blank spaces that would allow subsequent additions.

Subsequent additions, corrections, or strikethroughs made on the instrument may cause evidentiary issues regarding the date on which, the person by whom, and the agreement upon which the instrument was completed. In particular, signing a promissory note with a blank amount field is a risky practice that may entail severe consequences for the debtor.

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Who is the Payee (Lehtar)?

The payee is the person to whom the instrument amount will be paid. The name or trade name of the payee must be specified on the promissory note. Leaving the payee blank may lead to claims that the instrument was completed later, disputes regarding authority, and ambiguity in the underlying debt relationship.

For a natural person as a payee, the first and last name must be written clearly; for a legal entity as a payee, the trade name must be clearly stated. Issuing the instrument in favor of multiple persons or uncertainty regarding the payee information may require additional examination of the instrument text.

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Date of Issuance and Place of Issuance

The date of issue is the date on which the promissory note is created. This date is significant in terms of the calculation of maturity, the capacity of the issuer, the statute of limitations, and allegations that the instrument was subsequently completed.

The place of issuance is also among the mandatory elements that must be included in a promissory note. However, pursuant to Article 777/4 of the TTK, a promissory note that does not indicate a place of issuance shall be deemed to have been issued at the place written alongside the issuer's name. This supplementary provision does not render every deficiency insignificant; all records within the instrument must be evaluated together.

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Why is the Signature the Most Critical Element?

Unless a promissory note bears the issuer's signature, it does not come into existence as a negotiable instrument. In the event that the signature does not belong to the issuer, is forged, or is affixed by an unauthorized person, distinct disputes may arise regarding both enforcement law and the underlying debt relationship.

In cases of signature denial, it is crucial for the debtor to apply to the enforcement court without missing the statutory deadlines in the payment order served upon them. Signature examination is frequently conducted through expert witnesses; however, the text of the instrument, the position of the signature, correspondence between the parties, and prior documents may also play a role in the evaluation.

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What is the Payment Date (Maturity)?_

The payment date refers to the date on which the instrument amount must be paid, in other words, the maturity date. Maturity is one of the essential elements in a promissory note, as it determines both when the creditor may demand payment and when the limitation periods arising from negotiable instruments law begin to run.

With respect to promissory notes, Article 703 of the TTK, applied via Article 778 of the TTK,governs valid maturity forms. Accordingly, a promissory note may be:

• At sight,
• At a fixed period after sight,
• At a fixed period from the date of issuance,
• On a specific date,

it may be drawn payable.

The most common method is to explicitly state a specific date. If no maturity date is indicated at all, pursuant to Article 777/2 of the TTK, the promissory note is deemed payable at sight.

Conversely, the inclusion of expressions in the promissory note that may lead to the interpretation of two different dates as the maturity date can create serious risk. The issue date and the maturity date are distinct concepts. Writing the issue date also as the “payment date” or specifying different payment days in multiple places may give rise to disputes regarding the negotiable instrument status of the document.

In the ruling of the 12th Civil Chamber of the Yargıtay numbered E. 2024/694, K. 2024/2010, T. 04.03.2024,, it was emphasized that the appearance of a dual maturity date is an issue that must be examined rigorously with regard to the validity of the promissory note. However, in the ruling of the General Assembly of Civil Chambers of the Yargıtay numbered E. 2024/346, K. 2025/59, T. 19.02.2025, , it was accepted that different dates in the text of the note may not constitute a dual maturity date in every case, taking into account the appearance of the specific document, the issue date, and their positions within the text.

For this reason, the payment date should be written in only one place, explicitly, and without being confused with the issue date.

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Is a Promissory Note Without a Place of Payment Invalid?

The failure to indicate the place of payment at all does not mean that the promissory note is invalid in every case. Pursuant to Article 777/3 of the TTK,, unless otherwise specified in the promissory note, the place of issuance shall be deemed to be the place of payment and simultaneously the domicile of the issuer.

In practice, this provision prevents the absence of a place of payment from resulting in automatic invalidity. However, if the place of issuance is also ambiguous or if the location information on the instrument contradicts itself, the legal assessment may become difficult.

It is safer to explicitly state the place of payment when drafting the promissory note in terms of where the debt will be performed and minimizing potential objections regarding jurisdiction in enforcement proceedings.

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Supreme Court Case Law – Precedent Decisions

Ruling	Dispute	Conclusion Aspect	Brief Rationale
Assembly of Civil Chambers of the Court of Cassation, E. 2018/92, K. 2021/1610, D. 07.12.2021	The effect of the “collateral” clause on the qualification of the promissory note	In Favor of the Creditor	If the relationship underlying the collateral is ambiguous, the clause alone does not eliminate the unconditional promise to pay
12th Civil Chamber of the Court of Cassation, E. 2024/694, K. 2024/2010, D. 04.03.2024	Dual maturity appearance	Pending / Procedural Stage	The claim of dual maturity requires serious evaluation in terms of negotiability
Yargıtay HGK, E. 2024/346, K. 2025/59, T. 19.02.2025	Whether different dates can be considered as dual maturity	In Favor of the Creditor	One of the dates on the subject promissory note was not accepted as a separate maturity
Yargıtay 11. HD, E. 2021/4112, K. 2022/8251, T. 23.11.2022	Want of consideration and the underlying relationship	In Favor of the Debtor	If the creditor explains and relies on the underlying relationship, they may assume the burden of proof for this fact
Yargıtay 6. HD, E. 2022/3737, K. 2024/341, T. 23.01.2024	Want of consideration in a promissory note bearing the notation “for goods received”	In Favor of the Creditor	The debtor, alleging the contrary of the “for goods received” entry on the note, failed to prove their claim with sufficient written evidence

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Evidence Assessment and Matching

Evidence / Document	Primary Fact Proved	Suggested Statement in the Article
Original Promissory Note	Text of the note, signature, maturity date, amount, payee, date of issuance	Keep the original promissory note securely; photocopies may not be sufficient in cases of claims of loss or subsequent alteration
Written Agreement	The underlying debt relationship for which the promissory note was issued	The promissory note should, if possible, be executed together with the underlying agreement
Bank Receipt	The execution of the payment, the creation or termination of the debt	Transactions through banks should be preferred over cash delivery
Delivery and Receipt Protocol	Delivery of goods or services	Delivery documents are of particular importance in promissory notes issued for goods received (malen)
Invoice / Waybill	Commercial goods or services relationship	Invoices and waybills can support the record of goods received (malen) in the promissory note
Receipt / Release Document	Partial or full payment	When payment is made, the promissory note must be retrieved; if not possible, a detailed receipt must be obtained
Email, Messaging, Electronic Record	Underlying relationship and intent of the parties	Electronic correspondence may qualify as documentary evidence; however, limitations on proving claims against promissory notes shall be evaluated separately
Signature Examination	Denial of signature	If the signature does not belong to you, an application must be made to the execution court within the statutory periods specified in the payment order.

Important Note: Pursuant to HMK m. 199 written and electronic data may qualify as documents. However pursuant to HMK m. 200 and 201, there are limitations on relying on witness evidence regarding legal transactions exceeding a certain monetary threshold and claims aimed at nullifying the effect of a promissory note. The widespread misconception that “everything can be proven by witness testimony” is explicitly incorrect.

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Anticipated Defenses of the Opposing Party and Counter-Strategies

“The Promissory Note Was Given for Security Purposes”

This defense alone is not sufficient. It must be demonstrated through written documents for which contract, debt, or relationship the security was given; under what conditions it can be converted into cash; and whether the debt has arisen and been extinguished. If a security purpose exists, it is recommended that this be explicitly regulated in a separate agreement.

“The Promissory Note Became Without Consideration”

The claim of lack of consideration is a significant defense raised against a promissory note. Claims that the note was given as an advance, the goods were not delivered, the service was not rendered, or the debt was subsequently paid must be supported by bank receipts, receipts, contracts, delivery documents, and correspondence.

“The Promissory Note Was Filled Out Later”

Documents signed in blank or blank promissory note fields pose very high risks. A blank promissory note must not be signed; a signature should not be given without filling in the amount, payee, due date, date of issue, and place of issue. Even if the promissory note is subsequently filled out contrary to the agreement, serious disputes may arise in terms of proof and the protection of third parties.

“No Due Date, Therefore the Promissory Note is Invalid”

This defense is not always correct. According to Article 777/2 of the TTK a promissory note that does not indicate a due date is deemed payable at sight. Conversely, writing the due date contrary to the law or in multiple ways may create a different problem.

“No Place of Payment on the Promissory Note, the Note is Invalid”

The absence of a place of payment does not always result in invalidity. Pursuant to Article 777/3 of the TTK, if there is no specification, the place of issue is deemed to be the place of payment and, at the same time, the domicile of the issuer.

“No Place of Issue, the Promissory Note is Invalid”

Article 777/4 of the TTK, accepts that a promissory note lacking a place of issuance shall be deemed to have been issued at the place written next to the issuer's name. However, for this supplementary provision to apply, the entries on the instrument must be evaluated concretely.

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Frequently Asked Questions

What happens if a blank promissory note is signed and filled in later?

Even if a promissory note signed in blank is subsequently filled in differently, it shall be processed according to its text against third parties who are unaware of this. If the debtor can prove with strong evidence that the note was subsequently filled in contrary to the agreement, they may have the right to claim compensation. This situation demonstrates how risky it is to sign in blank.

If the amount on a promissory note is written as 1,000 TL in figures and “five hundred liras” in words, which one prevails?

The general rule in negotiable instruments law is that the amount written in words shall prevail. However, depending on the specific circumstances, the court may determine the true intent of the parties by utilizing the text of the note, the circumstances of issuance, and the underlying relationship. This risk must be eliminated in advance by ensuring that the amounts written match.

Is my promissory note valid if it does not contain the word “to the order of” (emre)?

Article 776 of the Turkish Commercial Code (TTK), mandates the presence of the expression “promissory note” or “note to order” in the text of the instrument. The complete absence of this expression may render the negotiable instrument status of the note questionable. Nevertheless, the note may still continue to be evaluated as a document evidencing the underlying debt relationship.

Is a payment deemed to have been made if the promissory note is not retrieved?

Failure to retrieve the promissory note may create a strong presumption that payment has not been made. If payment is made in cash, obtaining a clear receipt or making a bank transfer is safer proof of payment. Upon payment, the promissory note must definitely be retrieved or a receipt must be obtained.

What happens if multiple payees are written on a promissory note?

In a promissory note issued in favor of multiple persons, each party's rights and liabilities are evaluated in accordance with the text of the note, commercial practice, and the underlying relationship. This situation may give rise to complexities in disputes regarding promissory notes. Having a single and clear payee prevents disputes.

Is a photocopy of a promissory note valid?

A photocopy may not constitute evidence as strong as the original promissory note. Particularly regarding the signature and the text of the note, the photocopy is compared against the original document. If the original note has been lost or destroyed, proof may be established by evaluating the photocopy and witness testimonies together, though this is more difficult.

Is an electronically issued promissory note valid?

The formal requirements specified in negotiable instruments laws are envisaged for traditional written documents. The use of electronic notes has varied across domestic laws and international trade practices. Nevertheless, to determine the legal nature of an electronic note, the method of creation and signature, statutory regulations, and court precedents must be evaluated together.

Does the promissory note cease to exist if the underlying relationship of the note is terminated?

No. Negotiable instruments law has adopted the principle of the independence of the note from its underlying relationship. However, if the debtor proves the invalidity of the note or the termination of the underlying relationship, they may assert their claims in court. The promissory note possesses legal value independent of the underlying relationship; however, the existence of the underlying relationship is significant in the debtor's defense.

Is a promissory note valid if it contains a condition of payment?

If a promissory note is subjected to a condition in the form of "payment shall be made if this condition is fulfilled," it loses its character as a negotiable instrument or becomes questionable. Conversely, the existence of a condition in the underlying relationship of the note (e.g., "upon delivery of the goods") may not affect the validity of the note, provided that the text of the note is written unconditionally.

How has the Yargıtay ruled against those who sign in blank?

Court of Cassation Decisions, has indicated that the person who signs in blank must assume the risk. Unless the debtor proves with substantial evidence that the note was subsequently filled out contrary to the agreement, the courts have based their decisions on the text of the note.

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Conclusion

Drafting a promissory note, particularly as a bono (promissory note), is a transaction that appears simple but entails strict formal legal requirements. Turkish Commercial Code and Yargıtay jurisprudence, clearly sets forth the matters to be considered when drafting a promissory note. The amount, payee, maturity date, issue date, place, and signature fields must be completed in a harmonious, clear, and complete manner.

Signing a blank promissory note, subsequent corrections and erasures, contradictory dates, and ambiguous entries may lead to serious disputes in the future. Protecting the underlying contract while drafting the note, retrieving the original note upon payment, and retaining all necessary documents are crucial in preventing subsequent disputes. The ambiguity or conversational nature of the underlying relationship of the note, or even the fact that the note carries negotiable instruments law value independent of the underlying relationship, poses the risk of dragging the parties into evidentiary weakness and legal uncertainty.

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