Pursuant to the Turkish Commercial Code No. 6102 (“TCC”), invoices used in commercial life are significant for the proper conduct of commercial relations and the prevention of disputes. According to Article 21 of the TCC, if no objection is raised within eight days from the date of receipt of the invoice, the content of the invoice is deemed to be accepted. (See: Turkish Commercial Code No. 6102, Article 21/2) In this case, since the other party is deemed to have accepted the content of the invoice, the invoice will have the nature of written evidence between the parties. However, this is a rebuttable legal presumption. This article will address the consequences of objecting or not objecting to an invoice, the recording of the invoice in commercial books, and the legal consequences of issuing a credit note.
1. Objection to the Invoice
An objection to the invoice must be made within eight days from the notification of the invoice. If an objection is made within this period, the content of the invoice is not accepted as evidence against the objecting party. In the event of an objection, the merchant issuing the invoice must prove that the invoice was issued in accordance with the contractual relationship between the parties.
2. Non-Objection to the Invoice
A merchant who does not object to the invoice within eight days of its notification is deemed to have accepted the content of the invoice; however, this does not mean that they cannot object to the invoice in the future. According to the decisions of the Court of Cassation, the lack of objection to the invoice does not mean that the contractual obligations between the parties have been fulfilled or that the delivery of goods/services has occurred. These matters must be proven through written evidence and commercial books in any potential lawsuit.
Recording the Invoice in Commercial Books and Non-Objection
A merchant who records the invoice in their commercial books without objection within the prescribed period is also deemed to have accepted the contractual relationship; therefore, any future objection that they did not receive the goods or services will not be considered valid unless supported by written or conclusive evidence.
- “The evidentiary nature of the invoice is different from that of commercial books. According to Article 21/2 of the TCC No. 6102, if no objection is made to the invoice, its content becomes final, but the contractual relationship must be proven with written evidence. If the invoice is recorded in commercial books, one must refer not to this article regarding the evidentiary nature of the invoice but to Article 222 of the Code of Civil Procedure regarding the evidentiary nature of commercial books. Therefore, an invoice recorded in commercial books also proves the existence of a contractual relationship. A person who records the invoice in their commercial books without objection and return within the period after receiving it is deemed to have accepted that this invoice was issued according to a valid contractual relationship for receiving goods or services, and they must prove with written or conclusive evidence that they did not receive goods or services due to this invoice and that they are not indebted because of it. (Decision of the 15th Civil Chamber of the Court of Cassation, 2017/1445 E., 2018/1438 K.)” (Istanbul Regional Court of Justice 17th Civil Chamber, 2020/1626 E., 2024/76 K.)
Cancellation and Objection Procedures for E-Invoices and E-Archive Invoices
E-invoice and e-archive invoice applications facilitate the rapid transmission and processing of invoices in digital environments. The cancellation and objection processes in these systems are determined within the framework of the Turkish Commercial Code (TCC) and the regulations of the Revenue Administration (GİB). Since there is no specific regulation in the TCC regarding e-invoices, general invoice provisions apply, but the transition of the process to an electronic environment has brought about some additional regulations. The details of the process are explained in the GİB’s “E-Invoice Application Cancellation, Warning/Objection Notification Guide” (REVENUE ADMINISTRATION. Directorate of Application and Data Management (III), Official Gazette. Publication Date: 15.02.2019. (E-Invoice Application Cancellation, Warning/Objection Notification Guide, May 2021)).
In general, to object to e-invoices electronically, an objection request must be created for the e-invoice by logging into the GİB e-archive invoice portal with a financial seal or electronic signature. In the E-Invoice application, cancellation procedures are carried out within the e-Invoice system using the “Rejection Application Response” within eight days from the date the invoice is delivered to the recipient, as required by TCC Article 21/2.
If an objection is made to an e-invoice, the e-invoice does not reflect in the relevant BA-BS forms of the invoice recipient. However, failure to reject the e-invoice within the period implies acceptance of the invoice content, and the invoice is recorded in the BA-BS forms of both the buyer and the seller. In this context, the issues explained in the section on objecting to the invoice will apply.
Legal Validity of Issuing a Credit Invoice
While credit invoices are a frequently used practice in commercial life, they do not produce legal consequences on their own without the approval of the invoice creditor. In other words, issuing a credit invoice after the objection period for the invoice has passed does not eliminate the existing debt. Indeed, according to various precedents of the Court of Cassation, merely issuing a credit invoice does not produce the consequences of an objection to the invoice.
- Court of Cassation 23rd Civil Chamber (2018/1428 E., 2020/3878 K., 26.11.2020): “With our Chamber’s decision dated 13.01.2015 and numbered 2014/3309 E., 2015/127 K., it was determined that the defendant recorded the invoice dated 30.06.2011 and amounting to 10,390.97 TL, which is the subject of the objection and lawsuit, in their commercial books, that the defendant’s books, which were not kept in accordance with the law, constituted evidence against them, that the existence of the plaintiff’s claim based on this invoice was proven under Article 222 of the Code of Civil Procedure, and that the issuance of a credit invoice related to the invoice recorded in the defendant’s books had no effect on the outcome…” (Court of Cassation 23rd Civil Chamber, 2018/1428 E., 2020/3878 K., 26.11.2020)
- Court of Cassation 11th Civil Chamber (2016/1406 E., 2017/2098 K., 12.04.2017): “According to Article 23/2 of the TCC, if the recipient of the invoice does not object within eight days from the date of receipt, they are deemed to have accepted the contents of the invoice. Since the defendant objected to the contents of the invoice by issuing a credit invoice after recording the invoice, which is the basis of the plaintiff’s claim, in their journal after the objection period had passed, the defendant’s defenses in this regard cannot be considered credible, and it is appropriate to accept the main lawsuit and annul the defendant’s objection to the enforcement proceedings.” (Court of Cassation 11th Civil Chamber, 2016/1406 E., 2017/2098 K., 12.04.2017)
- Court of Cassation 15th Civil Chamber (2016/3888 E., 2017/2954 K., 12.09.2017): “If a person receiving an invoice does not object to the content of the invoice within eight days from the date of receipt, they are deemed to have accepted this content (TCC 21/2). Issuing a credit invoice for the amount of the receivable in the invoice, which has become final and recorded in commercial books without objection within the period, is not a valid tool that provides relief from the debt and makes the receivable disputable.” (Court of Cassation 15th Civil Chamber, 2016/3888 E., 2017/2954 K., 12.09.2017)