Invoice Objection: Legal Periods and Commercial Risk Management

Invoices, which are one of the most important legal documents in the flow of goods and services in commercial life, pose serious financial and legal risks for companies if not managed correctly. Full compliance with the periods and procedures specified in the legislation is essential for the smooth conduct of commercial relations and the prevention of disputes. Accordingly, it is necessary to be aware of the legal presumptions that arise when an invoice is not objected to, and the e-invoice cancellation mechanisms brought by digital transformation. This article will examine all legal details regarding invoice objection procedures and return invoices, as well as Supreme Court practices.

Who Bears the Burden of Proof in Case of an Invoice Objection?

Objection to an invoice must be made within eight days from the date of its notification. If an objection is made within this legal period, the content of the invoice is not accepted as evidence against the objecting party. Therefore, objecting to an invoice within the stipulated time eliminates the invoice's characteristic of unilaterally creating a debt. In this context, if an objection is made, the merchant who issued the invoice must prove that the invoice was issued in accordance with the contractual relationship between the parties.

What Are the Consequences of Not Objecting to an Invoice Within the Period?

A merchant who does not object to an invoice within eight days from its notification is deemed to have accepted the content of the invoice. However, this does not mean that the invoice cannot be objected to at all in subsequent processes. Indeed, according to Supreme Court decisions, the absence of an objection to an invoice does not mean that the contractual obligations between the parties have been performed or that the goods/services have been delivered. These matters must be proven through written evidence and commercial ledgers in a potential lawsuit.

Does Registering an Invoice in Commercial Ledgers Prove the Contractual Relationship?

A merchant who registers an invoice in their commercial ledgers without objecting to it within the stipulated period is deemed to have accepted the contractual relationship. Therefore, any future objection claiming non-receipt of goods or services will not be considered valid unless supported by written or conclusive evidence. This point was clearly emphasized in the decision of İstanbul Regional Court of Appeals 17th Civil Chamber, numbered 2020/1626 E. 2024/76 K.:

“The evidentiary value of an invoice and the evidentiary value of commercial ledgers are distinct. According to Article 21/2 of the Turkish Commercial Code numbered 6102, even if the content of an invoice becomes final if not objected to, the contractual relationship must be proven by written evidence. If an invoice has been recorded in commercial ledgers, one should refer not to this article concerning the evidentiary value of an invoice, but to Article 222 of the Civil Procedure Code concerning the evidentiary value of commercial ledgers. Therefore, an invoice recorded in commercial ledgers also proves the existence of a contractual relationship. A person who receives an invoice and records it in their commercial ledgers without objecting or returning it within the stipulated period is deemed to have accepted that this invoice was issued based on a valid contractual relationship for goods or services received, and must prove with written or conclusive evidence that they did not receive the goods or services due to this invoice, and are not indebted because of it. (Supreme Court 15th Civil Chamber decision dated 2017/1445 E., 2018/1438 K.)” (İstanbul Regional Court of Appeals 17th Civil Chamber 2020/1626 E. 2024/76 K.)

How Are Cancellation and Objection Procedures Carried Out for E-Invoices and E-Archive Invoices?

Cancellation and objection procedures for e-invoice and e-archive invoice applications are determined within the framework of the Turkish Commercial Code (TTK) and Revenue Administration (GİB) regulations. Specifically for e-invoices, as there are no special provisions in the TTK, general invoice provisions apply, while the transition of the process to electronic environment has brought some additional regulations. The details of the process are explained in GİB’s “e-Invoice Application Cancellation, Warning/Objection Notification Guide” (REVENUE ADMINISTRATION. Department of Application and Data Management (III), Official Gazette. Publication Date: 15.02.2019. (e-Invoice Application Cancellation, Warning/Objection Notification Guide, May 2021)).

Broadly speaking, to object to e-invoices electronically, an cancellation request for the e-invoice must be created 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 an 8-day period from the date the invoice is transmitted to the buyer, via a “Rejection Application Response” within the e-Invoice system, as per TTK Art. 21/2.

Accordingly, if an e-invoice is objected to, the e-invoice is not reflected in the relevant BA-BS forms of the invoice recipient. However, if an e-invoice is not rejected within the period, it means that the content of the invoice has been accepted, and the invoice is processed in the BA-BS forms under the records of the buyer and seller. In this context, the matters we explained in the invoice objection section will be valid.

Does Issuing a Return Invoice Eliminate an Existing Debt?

Return invoices alone do not produce the legal effect of eliminating a debt unless approved by the invoice creditor. That is, the invoice debtor issuing a return invoice after the invoice objection period has expired does not eliminate the existing debt. Indeed, according to various Supreme Court precedents, merely issuing a return invoice does not produce the results of an invoice objection.

This situation was expressed as follows in the decision of the Supreme Court 23rd Civil Chamber, numbered 2018/1428 E., 2020/3878 K., dated 26.11.2020 T.:

“With our Chamber's decision dated 13.01.2015, numbered 2014/3309 E., 2015/127 K., it was found that the defendant recorded the invoice dated 30.06.2011 with a value of 10,390.97 TL, which was the subject of objection and lawsuit, in its commercial ledgers, that the defendant's ledgers, not kept in accordance with the law, constituted evidence against it, that the plaintiff's claim based on this invoice was proven in accordance with Article 222 of the Civil Procedure Code, and that the defendant's issuance of a return invoice concerning the invoice recorded in its ledgers had no effect on the outcome…” (Supreme Court 23rd Civil Chamber 2018/1428 E., 2020/3878 K., 26.11.2020 T.)

Furthermore, a similar legal approach was demonstrated in the decision of the Supreme Court 11th Civil Chamber, numbered 2016/1406 E., 2017/2098 K., dated 12.04.2017 T.:

“According to Article 23/2 of the Turkish Commercial Code, if the recipient of an invoice does not object within 8 days from the date of receipt, they are deemed to have accepted the contents of the invoice. Since the defendant, after recording the plaintiff's underlying invoice in the journal ledger, objected to the invoice content by issuing a return invoice after the objection period had passed, the defendant's defenses in this regard cannot be given credence. Therefore, it is appropriate to rule for the acceptance of the main case and the annulment of the defendant's objection to the enforcement proceeding.” (Supreme Court 11th Civil Chamber 2016/1406 E., 2017/2098 K., 12.04.2017 T.)

In conclusion, as stated in the decision of the Supreme Court 15th Civil Chamber, numbered 2016/3888 E., 2017/2954 K., dated 12.09.2017 T., return invoices issued after the deadline are not accepted as a legally valid means of objection:

“A person who receives an invoice is deemed to have accepted its content if they do not object to its content within eight days from the date of receipt (TTK 21/2). Issuing a return invoice for the amount of receivable in an invoice that has become final by not being objected to within the period and has been recorded in commercial ledgers is not a valid means of discharge from debt or rendering the receivable disputed.” (Supreme Court 15th Civil Chamber 2016/3888 E., 2017/2954 K., 12.09.2017 T.)

For commercial enterprises, tracking invoice processes and exercising objection rights within the legal period is vital for determining the burden of proof in potential disputes. Missing the eight-day objection period or issuing a return invoice after the invoice has been recorded in ledgers is not sufficient to absolve businesses of debt. It is a critical requirement for companies to manage their commercial ledger and invoice mechanisms with professional oversight to prevent loss of rights. Çevik Legal provides guidance to businesses with its expert staff for the analysis of legal risks and taking the right steps in such complex processes. To avoid commercial disputes and loss of rights, it is advisable to seek professional legal support from a legal expert in the field.