Corporate real estate in Turkey can be a powerful asset—used for manufacturing sites, logistics hubs, offices, retail footprints, data centers, and investment holdings. But corporate buyers (and their lenders) face a different risk profile than individual purchasers: the issues are less about “finding a property” and more about clean title, registrable rights, lender-ready security, zoning/permit compliance, and transaction-proof documentation.
In Turkey, ownership and mortgage transactions are fundamentally registry-based: land registry directorates are the place where transfers and mortgages are completed, and legal certainty is built around what is registered and what is annotated in the land registry records.
This guide explains how corporates should approach real estate acquisitions in Turkey—covering title checks, mortgages and limited real rights, and a practical due diligence checklist that helps avoid closing failures and post-closing disputes.
1) Corporate Real Estate Transactions in Turkey: The “Real” Risks
Corporate transactions often fail or become expensive because of:
- encumbrances (mortgages, attachments, annotations),
- zoning and permit mismatches (usage not aligned with planned operations),
- construction compliance issues (licenses/occupancy),
- third-party rights (leases, easements, usufruct, rights of way),
- seller authority and corporate approvals (especially where the seller is a company),
- bankability gaps (lenders refusing security due to weak title or unclear registry records).
For corporates, the most reliable approach is to treat due diligence as a “closing-file build”: you are not only deciding whether to buy; you are preparing a file that can survive a lender’s review and any future dispute.
2) Title in Turkey: What “Clean Title” Means for a Company
Tapu and registry logic
The Turkish title deed system (“tapu”) is the central source of ownership proof and registered burdens. Transactions like sales and mortgages are carried out through land registry directorates.
For corporates, “clean title” generally means:
- the seller is the registered owner (or has a registrable disposal authority),
- the property is correctly described (parcel details, type, size),
- the property is free of unexpected burdens (or burdens are acceptable and priced in),
- the intended transaction can be registered without legal or administrative barriers.
Key title checks (practical)
A corporate title review should at minimum cover:
- Ownership confirmation
Verify the registered owner and confirm the seller’s authority to dispose (board/shareholder approvals where required). - Encumbrances (mortgages and pledges)
Identify registered mortgages and confirm whether they will be released at closing or assumed in the deal. - Attachments and enforcement annotations
Court attachments, execution records, and similar restrictions can block transfer or create immediate creditor conflict. - Easements and limited real rights
Rights of way, usufruct rights, and other in rem rights may materially limit operations. - Annotations and restrictions
Certain annotations can impact transferability, development, or use.
Because corporate buyers typically need operational certainty, title risks should be treated as “go/no-go” issues unless clearly mitigated through releases, conditions precedent, or price/risk allocation.
3) Foreign Corporates: Who Can Hold Real Estate in Turkey?
Foreign involvement can take different forms, and the rules vary depending on whether the buyer is:
- a foreign legal entity (incorporated outside Turkey), or
- a Turkish company with foreign capital (incorporated in Turkey but owned/controlled by foreign investors).
In practice, many foreign investors acquire real estate through a Turkish-incorporated company, because it provides clearer operational and registry pathways for holding property rights in Turkey. For Turkish companies with foreign investment, acquisition is generally discussed under the Land Registry Law framework, and practice references Article 36 as a key point for foreign capital companies’ real estate acquisitions.
Separately, foreign individuals’ and foreign legal entities’ acquisition rules have been shaped by legislative amendments (commonly referenced through changes to the Land Registry Act).
Practical tip: In corporate deals, this is not just a legal eligibility question. It affects (i) closing documentation, (ii) internal corporate approvals, and (iii) whether any special limitations or reporting steps apply.
4) Mortgages in Turkey: How Corporate Lenders Secure Real Estate
What a mortgage does (commercially)
A mortgage (ipotek) is the core real estate security tool. It allows a secured creditor (often a bank) to have a registered security interest over the property.
Registration-based reality
Mortgages are recorded at the land registry, and the land registry process is the anchor for validity and third-party effect in practice.
Why corporates care:
Even if your acquisition is equity-funded, future refinancing often depends on whether the property can be mortgaged cleanly. Lenders typically expect:
- clear title and registrable ownership,
- no hidden burdens,
- zoning/permit compliance (so the asset is stable),
- correct corporate authority documentation.
Mortgage due diligence for buyers
If the asset is being acquired with existing mortgage(s) (or the seller promises to discharge them), corporate buyers should ensure:
- the mortgage is clearly identified in registry records,
- discharge mechanics are mapped into closing steps (conditions precedent),
- any lender consents needed for release/transfer are obtained,
- there is no gap between payment and discharge registration.
5) Corporate Due Diligence Beyond Title: Zoning, Permits, and Operational Use
Real estate problems often arise not from ownership but from use. Corporate buyers should always align the property’s legal/administrative profile with the intended business operation.
Zoning and land use
For industrial, logistics, retail, and hospitality assets, confirm:
- zoning classification and permitted uses,
- whether the planned operation (warehouse, manufacturing, office, retail) fits the zoning regime,
- development restrictions and planning constraints.
Construction compliance (for buildings)
For built properties, confirm:
- construction permits and licensing chain,
- occupancy/usage permissions (where applicable),
- whether there are risks of administrative action for non-compliant construction.
Environmental and site risks (especially industrial)
For factories, storage sites, and fuel/chemical facilities:
- assess potential contamination exposure,
- confirm permits relevant to operations,
- evaluate whether legacy use creates compliance or remediation risk.
6) Leases and Third-Party Rights: The “Hidden Economics” of the Asset
Corporate assets are often leased—either to generate income (investment property) or because the acquired business occupies the property under a lease.
Key checks:
- lease term, rent mechanics, indexation, break rights,
- termination and default provisions,
- assignment/sublease restrictions,
- tenant improvements and restoration obligations,
- whether the buyer will assume the lease or needs tenant consents.
Even if title is perfect, a long-term lease with unfavorable terms can materially change the asset’s value and operational flexibility.
7) Closing Mechanics: How to Make the Transfer “Transaction-Proof”
Corporate closings should be designed so that:
- payment flows match registry requirements and closing statements,
- releases of burdens (mortgages/attachments) happen as controlled steps,
- corporate approvals and signatures are verified before registry appointment day,
- all essential documents are translated, consistent, and execution-ready.
Because Turkish land registry procedures are formal and appointment-based in practice, the best approach is to treat the land registry appointment as the final step, not the first. The closing file should be prepared so the registry transaction is a clean execution, not a negotiation.
8) Corporate Real Estate Due Diligence Checklist (Practical)
Here is a practical, deal-ready checklist you can use:
Title & registry
- Ownership verification (registered owner and authority)
- Encumbrances (mortgage, attachments, annotations)
- Easements/limited real rights affecting access and use
- Boundary/parcel consistency with site reality
Corporate authority
- Seller’s corporate approvals and signatory authority
- Buyer’s approvals (especially if internal governance requires)
- Power of attorney validation (if used)
Use & compliance
- Zoning and permitted use confirmation
- Permits/licenses and occupancy documentation (for buildings)
- Site compliance for intended operations
Contractual and operational
- Lease review (if tenanted)
- Utilities, access rights, shared infrastructure arrangements
- Insurance history and risk profile
Financing readiness (if lender involved or planned)
- Mortgage registrability
- Lender conditions alignment
- Discharge mechanics for existing mortgages
- “Bankable file” documentation completeness
Conclusion
For corporates, real estate in Turkey is best approached as a registry-driven, compliance-sensitive transaction. The strongest deals combine (i) clean title and registrable ownership, (ii) a clear plan for mortgages and other in rem rights through the land registry system, and (iii) operational due diligence that confirms zoning, permits, and third-party rights match the company’s business plan. Because Turkish real estate certainty is heavily tied to land registry procedures, corporate buyers and foreign investors should build a closing file that is lender-ready and dispute-resistant from day one.
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