Let your network's model be chosen according to your growth plan.
Distributor, dealer, agent, or franchise: choosing the right distribution model for the target market and the legal design of the network architecture.
The choice of model is a choice of fate
Agent or distributor, franchise or dealer — this choice means who owns the customer, who bears the inventory risk, who can claim goodwill compensation when the relationship ends, and how competition rules will apply. A mislabelled relationship comes back years later with unexpected claims.
Comparison framework
Agent
sells in your name; has strong statutory protections — high control, costly exit.
Distributor
buys and sells in its own name; inventory and collection risk sit with it — depending on the circumstances, goodwill compensation may expand through case law.
Franchise
transfer of the brand and system and strict standards; information sharing and system protection are critical.
Dealership/hybrid models
easy to scale; if the boundaries are not drawn clearly, the relationship becomes hybridised.
Network architecture
The territory and channel plan (exclusive/selective/intensive distribution), the place of online sales in the network, brand usage rules, and performance metrics are established together with the revision framework. For the limits of competition law, vertical agreements compliance is part of the design.
From listening to go-live
We apply five steps. Market and operations intake: target countries, logistical reality, the sales team's capacity. Model matrix: the options are compared through their legal consequences — the agency provisions of the Turkish Commercial Code (Law No. 6102), the distributor relationship's character as a framework contract governed by the general rules of the Code of Obligations (Law No. 6098), and how the goodwill-indemnity exposure under TCC Article 122 shifts with the model are all written into the table. Contract set: a core contract plus territory and product annexes, built bilingually. Competition filter: the restraints are tested against the exemption framework. Go-live: negotiation support and the network rollout calendar, with the set tied into the contract management routine. Deliverables: the model matrix report, the contract set and an implementation guide.
The reality of two-way networks
The service is most often used by Turkish manufacturers going into export markets, foreign brands building a network in Türkiye, and franchisors. In the German direction the difference is significant: the agent protection of the HGB and settled German case law produce outcomes that diverge from Turkish practice, so which provision is mandatory in which market is mapped at the design stage. We do this two-way reading at the same table as our Germany Desk and simulate termination and goodwill-indemnity scenarios from the network's very first contract.
We are by your side for Distribution Network Model Design
We listen to your market target and operational reality, draw up the model matrix, and build the contract set of the chosen model in two languages. In two-way Turkish-German networks, the experience of our Distributorship focus across both bodies of case law is engaged.
Other Applications of This Service
Contract Management — our other specialised solutions in this area.
Matter Connections
The focus areas, practice areas, desks and legislation connected with this sub-service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Uninterrupted legal counsel for a multinational supplier
Retainer-based support across day-to-day commercial operations, contract management and compliance processes.
Review the matter →ESG & ComplianceSupply chain due diligence (LkSG) compliance programme
Risk assessment and compliance architecture for a Turkish supplier network under the German LkSG.
Review the matter →Market AccessEstablishing a distribution network in Türkiye
Designing a market entry strategy, distributorship agreements and competition compliance.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
Mehmet Köksal
Founder and Managing PartnerIstanbul · Berlin · KyreniaProfile →
Kübra Köksal-Yılmaz
PartnerBerlin · İstanbulProfile →
Gül Efem
Of CounselİstanbulProfile →
Herdem Belen
Of CounselİstanbulProfile →
Sven Köksal
Legal EngineerBerlin · İstanbulProfile →It is possible where no exclusivity has been granted; however, territory/channel overlaps generate price wars and disputes within the network. Order should be established through selective distribution criteria.
Türkiye has no dedicated franchise statute; the relationship is governed by contract, trademark and competition rules. This does not reduce the importance of the contract — it increases it.
Yes, but the transition must be planned by managing the existing network’s vested expectations and goodwill-indemnity risks. An abrupt change of model is an invitation to mass disputes.
Distribution Network Model Design — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.