Frequently utilized in commercial operations and contractual relations under Turkish Law, a Guarantee Bill (Teminat Senedi) is a specific security instrument issued to guarantee that a contractor or debtor will fully perform their obligations (delivery of goods, services, etc.) under an underlying contract, enabling the creditor to hold the debtor liable up to a specified sum in case of breach or defective performance.

I. Statutory Requirements for a Bill to Qualify as a Guarantee Bill

Under the Turkish Commercial Code (TCC), a promissory note is generally presumed to be an abstract (unconditional) acknowledgment of debt. The mere notation of the phrase "Guarantee Bill" on a note does not, on its own, render it a non-negotiable security instrument. For a note to lose its abstract negotiable instrument character and be legally classified as a guarantee note, the following criteria must be met:

  • Explicit Reference on the Note: The face of the note must explicitly state which underlying contractual relationship or agreement it secures (e.g., *"This promissory note is given as security for the performance of the contract dated..."*).
  • Unambiguous Cause of Guarantee: Notes containing vague endorsements such as "For Guarantee Purposes Only" without referencing the specific underlying obligation remain legally binding abstract promissory notes enforceable through summary proceedings.

II. Proving Guarantee Claims in the Absence of Explicit Endorsements

Where the note lacks an explicit guarantee clause on its face, the burden of proving that the bill was issued strictly as security lies with the debtor. Under Article 200 of the Code of Civil Procedure (HMK), claims contradicting a written instrument cannot be proven through witness testimony.

To prove a guarantee claim, the debtor must submit a written agreement or protocol bearing the signatures of both parties. This written document must contain:

  • An explicit statement confirming that the specific note was delivered as a guarantee,
  • Matching details corresponding exactly to the challenged note, including issuance date, maturity date, and monetary amount.

III. Enforcement Restrictions Regarding Guarantee Bills

Because guarantee bills do not contain an unconditional promise to pay a fixed sum of money and are dependent on the fulfillment of contractual performance, creditors cannot directly enforce them through special execution proceedings peculiar to negotiable instruments.

If a creditor initiates special execution proceedings based on a guarantee bill, the debtor may file an objection before the Execution Law Court (EBL Art. 169/a). Once the court confirms that the instrument is a guarantee bill, it will dismiss the execution proceeding or reject the creditor's application to remove the objection, as determining the existence, amount, and due status of the underlying claim requires a full civil trial before General Courts of First Instance.

Disclaimer: The information provided above is for general guidance purposes only and does not constitute formal legal advice. Consulting a qualified attorney for specific legal disputes is strongly recommended.