Partnership agreement lawyer and U.S.–Turkey contracts

• Every draft, template or signed agreement, with all amendments and the emails that changed terms.
• Formation documents of each company (certificate of formation, ticaret sicil gazetesi) and proof of who signs for it (resolution, imza sirküleri).
• Who owns what, who paid what, and when.
• If a partner is leaving: the latest financial statements, any valuation, and the notice the partner sent.
• For buyer or distributor deals: purchase orders, invoices, delivery records, payment history and correspondence.
• To enforce a U.S. judgment in Turkey: the certified judgment and proof that it is final, with an apostille and certified Turkish translations (MÖHUK Art. 53).
• Passport copies of the people who will sign.

• No exit clause: a Texas LLC member cannot withdraw, so a partner who wants out has no route except a deal or a court.
• A 50/50 split with no tie-break: a deadlock can end in a court-ordered winding up (BOC §11.314).
• A forum clause you cannot prove in writing: a Turkish court may not accept it (MÖHUK Art. 47).
• A U.S. judgment against someone whose assets are only in Turkey: it needs tenfiz, and the court checks reciprocity, public order and proper service (MÖHUK Art. 54).
• Ignoring a foreign case: Turkey can refuse tenfiz if the defendant was not duly summoned, and Texas may refuse a judgment given without timely notice (CPRC §36A.004).
• Suing in Turkey as a foreign party: the court sets a security deposit (teminat) unless reciprocity exempts you (MÖHUK Art. 48).
• Waiting too long: recognition of a foreign-country judgment in Texas must be sought within 15 years at most (CPRC §36A.009).
• Template or AI-drafted text that names the wrong law, the wrong party or no signing authority.

• Forming the company itself: see U.S. company formation.
• Protecting a brand name: see trademark and copyright.
• A matter only under Turkish law, such as a Turkish company's internal dispute: see Turkish-law matters.
• A payment blocked for sanctions reasons: see OFAC and sanctions.

Who this is for

• Partners forming a U.S. company together, including one partner in Turkey and one in the U.S.
• Owners whose partner wants to leave, sell or bring in someone new.
• Turkish exporters and Etsy or Amazon sellers signing with U.S. buyers, distributors or suppliers.
• Anyone holding a U.S. judgment or arbitral award against a party in Turkey, or a Turkish judgment against a party in Texas.
• Founders who signed a template or AI-drafted contract and want it checked.

Key requirements

• Money, ownership and votes: who puts in what, who decides what, and which decisions need everyone. The Texas default is one equal vote per member (BOC §101.354), and changing the certificate of formation needs every member's vote (§101.356(d)).
• Exit: whether a member may withdraw (the Texas default is no, §101.107), what the leaving member is paid, and how the price is set. If the agreement allows withdrawal, the member is owed the fair value of the interest within a reasonable time (§101.205).
• Buy-sell triggers: death, divorce, disability, breach, deadlock or an outside offer. In Texas, a spouse or heir becomes only an assignee of the interest, and a buy-sell agreement still applies (§101.1115).
• Deadlock: a tie-break, then mediation, then a buy-out by formula or appraisal. Without one, an owner may ask a Texas court to wind up the company (BOC §11.314).
• Non-compete and confidentiality: in Texas, a non-compete is enforceable only if its time, area and scope are reasonable (Bus. & Com. Code §15.50).
• Governing law and forum: Texas, Turkish or another law; a court or arbitration; the seat, the language and the number of arbitrators.
• Sales to U.S. buyers: delivery terms, payment security, product rules and whether the UN sales convention (CISG) applies. Both countries are parties to it.

What to check with an attorney

• Whether the agreement works under Texas law and under Turkish law, if a party or its assets are in Turkey.
• Whether a choice of Texas law will hold. Texas protects the parties' written choice for transactions of at least $1 million that are reasonably related to the chosen state (Bus. & Com. Code ch. 271). Smaller deals fall under general conflict-of-law rules.
• Whether a Turkish court will accept a foreign court. A forum clause in a contract with a foreign element must be provable in writing, and cannot override exclusive Turkish jurisdiction or employee, consumer and insurance rules (MÖHUK Art. 47).
• Where the other side holds assets, because that is where you will need to enforce.
• Which parts need a lawyer qualified in Turkey.

Fees and rules reviewed 16 Oct 2026. Sources below.

Official sources:

1. Texas Business Organizations Code, Chapter 101 (LLCs: §§101.052, 101.107, 101.1115, 101.205, 101.354, 101.356)
2. Texas Business Organizations Code, Chapter 11 (§11.314, winding up by court order)
3. Texas Business and Commerce Code, Chapter 271 (choice of law, qualified transactions)
4. Texas Business and Commerce Code, Chapter 15 (§15.50, covenants not to compete)
5. Texas Civil Practice and Remedies Code, Chapter 36A (foreign-country money judgments)
6. Law No. 5718 on Private International and Procedural Law (MÖHUK), mevzuat.gov.tr
7. UNCITRAL: New York Convention (1958), status
8. UNCITRAL: CISG (1980), status
9. UNCITRAL: CISG overview and scope
10. HCCH: Apostille Convention, status table
11. Texas Secretary of State: Form 2102, request for universal apostille (rev. 06/2026)
12. Texas Secretary of State: Form 424 instructions, certificate of amendment (rev. 09/26)
13. Texas Secretary of State: Form 401 instructions, change of registered agent/office (rev. 09/26)

What changed: added partner exit and deadlock rules under Texas law, choice of law, arbitration, and enforcing judgments between the U.S. and Turkey.