Mining transactions in Turkey rarely fail because the parties cannot agree on price. They fail because the licensing file is not “transaction-ready”: unpaid state receivables, missing interim activity reports, an outdated on-site inspection, unapproved royalty arrangements, or an overlooked rule that treats a corporate restructuring as a “transfer” requiring ministry approval and statutory fees.
If you are buying, selling, financing, or restructuring a mining project, you need two things working in parallel:
- a legally clean, defensible operating license transfer path, and
- a partnership structure that fits the project’s commercial reality without triggering avoidable regulatory risk—especially around share transfers and control changes.
This article provides a practical roadmap for (i) operating license transfers (işletme ruhsatı devri) and (ii) partnership structures commonly used by Turkish and foreign investors, including the hidden rules that can derail closing.
1) What Exactly Is Being Transferred?
1.1. Mineral rights are separate from land ownership
Turkish law treats minerals as being under the state’s sovereignty and not part of the landowner’s property. (LEXPERA)
This means your transaction value is primarily tied to the license (ruhsat) and related authorizations, not the title deed.
1.2. Mining rights are indivisible and registered
Mining rights such as exploration, pre-operation, and operating licenses are not divisible into shares as rights; each is treated as a single whole right. (LEXPERA)
Transfers are recorded through the mining registry (maden sicili), which is why registry status, annotations, and encumbrances matter at due diligence.
2) Legal Basis for Operating License Transfers
2.1. Transferability and registry annotation
Mining licenses and the right of discovery are transferable, and the transfer is completed upon annotation in the mining registry. (LEXPERA)
2.2. Who can hold the license?
Mining rights are granted to eligible Turkish citizens and Turkish-incorporated entities (companies) that meet statutory requirements, and rights are granted in the name of a single real or legal person. (LEXPERA)
This has direct consequences for partnership structuring: many “joint ventures” in practice must be implemented through a Turkish company (SPV), because some contractual structures are not separate legal entities.
3) Two Transaction Routes: Asset Transfer vs. Share Transfer
Mining deals in Turkey usually follow one of two routes:
Route A — Direct Operating License Transfer (Asset Deal)
Here, the buyer acquires the operating license itself (and typically related project assets through separate documents). The regulator evaluates the transferee and—if approved—the transfer is registered.
Key point: the Mining Regulation requires both parties to apply and confirms that the transferee must accept all rights, obligations, sanctions, and liabilities attached to the license. (LEXPERA)
Route B — Share Transfer / Change of Control in the License-Holding Company (Share Deal)
The buyer acquires shares in the Turkish company that holds the license. This can be simpler commercially—but it can still trigger regulatory permission requirements.
Most importantly, the Mining Regulation provides that share transfers exceeding 10% that may affect the partnership structure of the license holder are subject to Ministry approval. (LEXPERA)
In other words: even if the license itself is not formally “assigned,” a significant equity transfer can still require regulatory permission.
Practical takeaway: In mining M&A, you must check both (i) whether you need a license transfer approval and (ii) whether your equity transaction triggers the “>10% share transfer approval” rule.
4) Step-by-Step: How Operating License Transfers Work in Practice
While each file has its own nuances, the Mining Regulation sets out a clear backbone.
4.1. Pre-application readiness: build a “transfer-clear” compliance file
Before you even submit a transfer request, you should confirm:
- All accrued and accruing state share obligations are fully paid for the relevant periods. (LEXPERA)
- The license file is not carrying unresolved administrative sanctions you did not price into the deal (because the transferee accepts them). (LEXPERA)
- You can deliver the required interim reporting (especially if you are transferring mid-year). (LEXPERA)
- Any existing rödövans (royalty) annotation is properly handled (see 4.4). (LEXPERA)
4.2. The joint application logic: transferee accepts everything
The Regulation requires the transferee to declare acceptance of the license’s statutory rights and obligations and any applied sanctions, while the transferor declares its intent to transfer the license with all rights and duties. (LEXPERA)
This is why legal drafting matters: your sale contract should mirror (not contradict) what you will submit to the administration.
4.3. Ministry approval and statutory fees
If the Ministry finds the transfer request appropriate, the Regulation provides a clear fee and completion logic:
- Transfer fee: generally twice the license fee at the transfer date (ruhsat bedelinin iki katı). (LEXPERA)
- Interim operating activity report: must be submitted for the year of transfer. (LEXPERA)
- State shares: all accrued/accruing state share obligations must be paid in full. (LEXPERA)
If the Ministry does not approve the transfer, the Regulation addresses refund treatment of certain paid amounts. (LEXPERA)
4.4. Rödövans (royalty) complications in transfers
If the license has a rödövans agreement annotated “for information purposes,” the Regulation is strict:
- The transferee must provide an undertaking accepting the rödövans agreement; otherwise, the transfer is not completed. (LEXPERA)
- If a transfer process is ongoing, new rödövans requests may be rejected. (LEXPERA)
Separately, MAPEG documentation and practice emphasize that rödövans arrangements require permission, and unauthorized rödövans-based operations can be halted; the General Directorate is not a party to the contract. (mapeg.gov.tr)
Deal point: If your investment model assumes a rödövans operator, structure your conditions precedent around permission/annotation and transfer sequencing.
4.5. Inspection timing: the “one-year” trap for operating-permitted licenses
For operating-permitted licenses, if more than one year has passed since the last inspection, the Regulation indicates the license cannot be transferred without an on-site review. (LEXPERA)
This affects closing timelines, interim operations, and who bears the cost of resolving inspection findings.
4.6. Operating permit cannot be transferred separately
The Regulation is explicit: the operating permit cannot be transferred independently from the license. (LEXPERA)
This matters when parties try to “split” rights between a license owner and an operator—Turkey’s system is not built for that fragmentation.
4.7. Corporate restructurings can be treated as “transfer”
The Regulation states that mergers, demergers, and contributing the license as capital (in-kind contribution) can be treated as transfer events, triggering statutory base fees and transfer fees. (LEXPERA)
There are also specified exceptions—for example, certain court-ordered transfers and certain title/type changes of legal entities may be exempted from some fee burdens. (LEXPERA)
5) Share Transfers and Control Changes: The 10% Rule You Cannot Ignore
Even if you avoid a direct license transfer, the Regulation provides that share transfers exceeding 10% that may change the partnership structure of the license holder require Ministry permission. (LEXPERA)
What this means in practice:
- A “simple” investor entry by acquiring 15% of the SPV can become a regulated approval process.
- Staged acquisitions (earn-in) must be mapped to permission timing.
- Pledge enforcement or convertible instruments may trigger unintended share transfer events.
If the Ministry does not approve, the Regulation references further action in line with the Mining Law’s enforcement framework. (LEXPERA)
Practical drafting tip: Build this into your shareholders’ agreement as a mandatory condition and allocate responsibility for regulatory filing and timing.
6) Forced Sales, Insolvency, and Enforcement Scenarios
Mining assets are often financed, and distress situations can lead to enforcement.
The Mining Law provides a framework where a bidder seeking to acquire a pre-operation/operating license through enforcement must have the legal qualifications to hold the right and prove this with a certificate from the Ministry; the enforcement office conducts the sale among qualified bidders, and the result is notified and recorded in the registry. (LEXPERA)
The Mining Regulation also contains operational rules for enforcement and insolvency-based transfers (including notifying the General Directorate before the sale process proceeds). (LEXPERA)
7) Partnership Structures That Actually Work in Turkey’s Mining Regime
Mining partnership design is not just corporate law—it is licensing strategy.
7.1. The SPV model (most common)
Most investors use a Turkish limited liability company (Ltd. Şti.) or joint stock company (A.Ş.) as an SPV to hold the license, because these are clear legal entities under the Turkish Commercial Code and align with the Mining Law’s “single license holder” concept. (LEXPERA)
Why SPVs are favored
- Clear title: license is in one entity’s name.
- Finance-ready: lenders prefer an SPV with clean asset boundaries.
- Governance tools: shareholders’ agreements can allocate control and economics.
Risk to manage: share transfers in the SPV may trigger the >10% Ministry approval requirement. (LEXPERA)
7.2. Ordinary partnership (adi ortaklık) joint venture
Under Turkish law, joint ventures are often treated as ordinary partnerships governed by the Turkish Code of Obligations (TCO). (ketencilaw.com)
However, an ordinary partnership is generally not a separate legal entity, which can create licensing friction because the Mining Law contemplates rights being granted to an eligible real or legal person and in the name of a single holder. (LEXPERA)
How investors use it in mining anyway
- Contractual JV for cooperation, while the license is held by one party or an SPV.
- Profit share, cost share, and operator responsibilities are defined contractually.
- Exit mechanics are implemented through options, staged share transfers, or conditional assignments (with regulatory approvals mapped).
7.3. Consortium / “operator + financial partner” structure
This is common when one party is a technical operator and the other is a financial investor.
Typical approach:
- License is held by SPV (or by the operator’s Turkish entity).
- The financial partner invests via equity, shareholder loans, or convertibles.
- The operator runs day-to-day operations under an operating services agreement.
Critical point: Ensure the “operator model” does not become an unpermitted rödövans arrangement or an unlicensed operation risk. MAPEG practice emphasizes that unauthorized rödövans-based operations can be halted and the authority is not a party to the contract. (mapeg.gov.tr)
7.4. Rödövans (royalty) partnership model
A rödövans model can be commercially attractive—lower upfront cost for the operator, predictable revenue for the license holder. But it is regulated and must be permission/annotation-compliant, and it directly impacts transferability (because transferees must accept annotated rödövans agreements). (LEXPERA)
When it works best
- Quarry-style operations with stable output and simple logistics.
- License holders seeking passive cashflow.
- Situations where the operator has equipment/workforce and wants faster entry.
Main legal risks
- Permission/annotation gaps
- Liability allocation that does not match regulatory reality
- Transfer blockage if the transferee refuses acceptance (and the Regulation blocks the transfer). (LEXPERA)
7.5. Farm-in / Earn-in (staged acquisition)
Common in metallic mining and exploration-to-operation transitions:
- Investor earns equity by funding CAPEX or completing milestones.
- Control gradually shifts over time.
Turkey-specific consideration: Each staged share transfer can trigger the >10% approval rule, and any corporate restructuring can be treated as a transfer event. (LEXPERA)
7.6. Cross-border investors
If one JV partner is foreign, foreign direct investment considerations can apply, and JSC/LLC governance is under the Turkish Commercial Code framework. (Paksoy)
Practically, foreign investors typically participate through a Turkish SPV and protect their position via shareholders’ agreements, reserved matters, and security packages.
8) Financing and Security: Making the License “Bankable”
A transfer-ready project is often also a finance-ready project.
8.1. Pledge of extracted ore (non-possessory pledge)
The Mining Law allows extracted ore to be pledged without delivery, recorded in the mining registry, upon written application. (LEXPERA)
8.2. Enforcement sale mechanics and qualification
Where enforcement involves the operating license, the Mining Law requires that acquirers meet the legal requirements to acquire the license and prove this via a Ministry-issued document. (LEXPERA)
8.3. Encumbrances survive and “follow” in certain structural actions
When licenses are combined (birleştirme), the Mining Regulation provides that existing encumbrances (attachment, mortgage, pledge, injunction) and monetary obligations continue on the new license, and rödövans annotations carry over as information annotations. (LEXPERA)
This logic informs diligence in transfer transactions as well: do not assume “deal structure” will wash away encumbrances.
9) Due Diligence Checklist for Operating License Transfers and JV Structures
A disciplined diligence plan usually includes:
A) Licensing and registry
- Current license terms, phases, and scope
- Registry annotations: rödövans, pledges, injunctions
- Any administrative sanctions or pending proceedings
- Inspection history (watch the one-year issue for operating-permitted licenses). (LEXPERA)
B) Financial obligations to the state
- State share payments and any overdue items
- Confirm that all accrued/accruing state shares are paid for transfer readiness. (LEXPERA)
C) Reporting and technical compliance
- Interim operating activity report readiness for the transfer year. (LEXPERA)
- Technical supervision and operational compliance model (document completeness)
D) Corporate and partnership risks
- Does any contemplated share transfer exceed 10% and require Ministry permission? (LEXPERA)
- Are you planning a merger/demerger/in-kind contribution that will be treated as a transfer event? (LEXPERA)
E) Contract stack
- Offtake agreements, EPC, operator services
- Royalty arrangements and permission/annotation status
- Change-of-control clauses (often triggered by both transfer and share deal routes)
10) How We Typically Support Clients in These Transactions
In high-value mining deals, legal work is not just “papering.” It is project protection:
- Structuring the deal as a license transfer, share deal, or hybrid with regulatory approvals mapped
- Preparing the transfer file so it is compliant with the Mining Regulation’s acceptance, fee, reporting, and inspection rules (LEXPERA)
- Designing partnership structures that work with the Mining Law’s single-holder concept (LEXPERA)
- Drafting shareholders’ agreements that anticipate the 10% approval rule, staged earn-ins, and enforcement outcomes (LEXPERA)
- Building finance-friendly security packages aligned with mining-law mechanics (LEXPERA)
Yanıt yok