Transfer of a Commercial Lease in Turkey: Business Sales, Consent and Liability

on July 17, 2026

The ability to transfer a commercial lease may determine whether a business sale, corporate restructuring, franchise transaction or change of operator can be completed successfully in Turkey. A company may sell a branch, a retailer may transfer an operating store, a restaurant owner may sell the business to another operator or a professional partnership may wish to replace the tenant named in the existing lease.

In many transactions, the premises are one of the business’s most valuable assets. The location may provide customer recognition, licences, foot traffic, goodwill and access to an established market. A buyer may have little interest in acquiring the furniture, brand or customer portfolio if the right to occupy the commercial premises cannot also be secured.

Turkish law permits the transfer of a rental relationship. The primary rule is contained in Article 323 of the Turkish Code of Obligations No. 6098. Under this provision, a tenant cannot transfer the rental relationship without the landlord’s written consent. In workplace leases, however, the landlord may not refuse consent unless there is a justified reason.

When the landlord gives written consent, the incoming tenant replaces the outgoing tenant under the existing rental agreement. The contract does not ordinarily end and restart. Instead, the tenant party changes while the remaining contractual terms continue.

The outgoing workplace tenant is not released immediately from every possible future risk. Article 323 provides that the outgoing tenant remains jointly and severally liable with the incoming tenant until the contractual expiry date and for a maximum of two years.

Commercial lease transfer should be distinguished from subletting, transfer of the right of use, sale of company shares, sale of a commercial enterprise as a whole, merger, demerger and early return of the rented property. Each transaction may produce different results regarding landlord consent, tenant identity and continuing liability.

The distinction has become particularly important following a recent Court of Cassation decision concerning the transfer of a commercial enterprise as a whole. The judgment identified as the 3rd Civil Chamber’s decision numbered E. 2025/3400, K. 2025/4478, dated 1 October 2025, has been publicly reported as recognising that a genuine whole-enterprise transfer under Article 11/3 of the Turkish Commercial Code may also carry the tenancy right without separate landlord consent. The scope of this principle depends on the legal nature and factual completeness of the enterprise transfer and should not be interpreted as eliminating Article 323 from ordinary lease assignments.

This guide explains the conditions and consequences of transferring a commercial lease in Turkey, including landlord consent, justified refusal, business sales, company transactions, deposits, guarantees, existing debts, unauthorised transfers, mediation and litigation.

What Is a Transfer of a Commercial Lease?

A transfer of a commercial lease means replacing the existing tenant with another person or company while continuing the same rental relationship.

Before the transfer, the contractual parties are:

The landlord; and
The outgoing tenant.

After a valid transfer, the contractual parties become:

The same landlord; and
The incoming tenant.

The incoming tenant assumes the tenant position under the existing agreement. This includes both contractual rights and obligations.

The incoming tenant generally receives the right to:

Occupy and use the property;
Benefit from the remaining contractual period;
Use common areas included in the agreement;
Exercise contractual renewal rights;
Rely on landlord repair obligations; and
Use other rights originally granted to the tenant.

The incoming tenant must also:

Pay rent;
Pay lawfully allocated ancillary expenses;
Use the property for the permitted purpose;
Observe building and management rules;
Maintain required insurance;
Comply with alteration restrictions;
Respect licensing conditions; and
Return the property when the lease ends.

A lease transfer does not ordinarily alter the landlord, property or contractual content. It changes the tenant party.

Legal Basis: Article 323 of the Turkish Code of Obligations

Article 323 establishes three principal rules.

First, the tenant cannot transfer the rental relationship without the landlord’s written consent.

Second, in workplace leases, the landlord cannot refuse consent without a justified reason.

Third, once written consent is given, the incoming tenant replaces the outgoing tenant, while the outgoing workplace tenant remains jointly and severally liable for no longer than the remaining contractual period and, in every case, no longer than two years.

The rule has applied fully to workplace leases involving merchants and legal entities since 1 July 2020, following the expiration of the temporary eight-year postponement affecting certain Turkish Code of Obligations provisions.

Article 323 applies not only to shops and offices but generally to properties rented for an economic or professional activity, including:

Retail stores;
Restaurants;
Cafés;
Clinics;
Law offices;
Warehouses;
Factories;
Workshops;
Shopping-centre units;
Hotels;
Private schools; and
Other commercial or professional premises.

Not every workplace is necessarily a commercial enterprise under the Turkish Commercial Code. A lawyer’s office or a self-employed professional’s clinic may be a workplace lease even if the activity does not constitute a commercial enterprise for every purpose.

Difference Between Lease Transfer and Subletting

Lease transfer is frequently confused with subletting.

In a sublease, the original tenant remains the tenant under the principal agreement. The original tenant gives all or part of the property to a subtenant under a second agreement.

The principal landlord and subtenant do not ordinarily become direct contractual parties. The original tenant remains responsible to the landlord for rent, damage and proper use.

In a lease transfer, the incoming tenant replaces the outgoing tenant directly under the principal agreement.

Article 322 requires written landlord consent before a residential or roofed workplace tenant may sublet the property or transfer its use. It also provides that the original tenant remains responsible where the subtenant uses the property differently from the use permitted under the principal lease.

The distinction may be summarised as follows:

Issue	Commercial Lease Transfer	Sublease
Tenant under main agreement	Changes	Does not change
Direct relationship with landlord	Incoming tenant becomes direct tenant	Subtenant ordinarily has no direct lease with owner
Original tenant leaves agreement	Yes, subject to statutory continuing liability	No
Written landlord consent	Required under Article 323	Required for roofed workplace leases under Article 322
Original agreement	Continues with new tenant	Continues with original tenant
Responsibility for sub-occupant	Incoming tenant becomes directly responsible	Original tenant remains principally responsible

A transaction should be classified according to its real substance rather than its title. Calling a document a “sublease” will not prevent it from being treated as a lease transfer where the original tenant permanently leaves and another company assumes the whole tenant position.

Difference Between Lease Transfer and Transfer of Use

A transfer of the right of use allows a third party to use the property without necessarily becoming the contractual tenant.

For example, the tenant may allow:

A group company to operate from the premises;
A franchisee to use the shop;
Another professional to use part of an office;
A business partner to occupy a warehouse; or
An affiliate to conduct operations at the address.

The tenant remains the principal contractual party in such arrangements.

Where the third party independently occupies the whole property and performs all tenant obligations, the arrangement may in substance be considered a lease transfer even if it is described as a management or cooperation agreement.

The parties should determine clearly whether they intend:

A sublease;
Shared use;
A licence to occupy;
A transfer of use;
A complete lease transfer; or
A whole-enterprise transfer.

An unclear structure may expose the business to termination and eviction claims.

Written Landlord Consent Is the General Rule

An ordinary commercial lease transfer cannot be completed effectively without the landlord’s written consent.

The written-consent requirement is not merely an evidentiary recommendation. It is a statutory condition attached to the transfer.

Consent may be documented through:

A tripartite transfer agreement;
A written amendment signed by all parties;
A separate written landlord declaration;
A transfer protocol;
A notarial document; or
A legally valid electronic signature.

A tripartite agreement signed by the landlord, outgoing tenant and incoming tenant is generally the safest structure.

The agreement should identify:

The original lease;
The rented property;
The outgoing tenant;
The incoming tenant;
The effective transfer date;
The landlord’s express consent;
Existing debts;
The security deposit;
Guarantees;
Fixtures;
Alterations;
Permitted use;
Insurance;
Common expenses; and
Continuing liability.

Merely informing the landlord that the business has been sold is not equivalent to obtaining written consent under Article 323.

Similarly, the landlord’s acceptance of one or more payments from the incoming operator may not automatically satisfy the written requirement. Academic analysis referring to Court of Cassation practice notes that silence regarding payments made by a third person does not by itself amount to written consent to a lease transfer.

Advance Consent in the Original Lease

A landlord may provide advance consent in the original commercial lease.

For example, a lease may permit transfer to:

A named group company;
An affiliate controlled by the tenant;
A purchaser of the tenant’s business;
A franchisee approved under specified conditions;
A company formed through a restructuring; or
An entity meeting predetermined financial criteria.

Advance consent should be drafted precisely.

A provision allowing transfer to one affiliate does not necessarily permit transfer to an unrelated buyer.

A change in share ownership may also affect whether the company continues to qualify as an approved group company.

The agreement should state whether further landlord confirmation is required when the transfer occurs and what documents must be supplied.

Landlord Cannot Refuse Without a Justified Reason

Commercial workplace leases receive special protection under Article 323.

Although written consent remains necessary for an ordinary transfer, the landlord cannot refuse that consent without a justified reason.

Whether a reason is justified must be assessed according to the circumstances of the particular property and transaction.

The landlord cannot create an unlimited veto merely by stating that no transfer is desired.

The assessment should balance:

The landlord’s financial and property interests;
The incoming tenant’s payment capacity;
The nature of the proposed business;
The original contractual purpose;
The physical risks to the property;
Building and condominium restrictions;
Licensing requirements;
Security arrangements; and
The remaining contractual period.

The landlord should investigate the proposed incoming tenant objectively and respond within a commercially reasonable time.

Examples of Justified Refusal

A landlord may have a justified reason where the incoming tenant creates a materially greater financial, legal or physical risk.

Potential examples include:

Serious doubt concerning payment capacity;
Insolvency or enforcement history;
Failure to provide requested financial documentation;
A proposed activity inconsistent with the lease;
Missing business licences;
An activity prohibited by zoning or condominium rules;
A materially increased fire or environmental risk;
A use likely to damage the property;
Failure to provide contractually required security;
A proposed operator with no legal authority to conduct the business;
A change that would breach shopping-centre tenant-mix rules; or
A credible risk that the incoming tenant cannot perform restoration obligations.

These examples are not automatic.

The landlord should connect the reason to objective evidence and the particular lease.

For instance, the fact that a newly formed company has little operating history may justify requesting additional security, but it may not always justify complete refusal where the company has strong shareholders, adequate capital and reliable guarantees.

What May Not Constitute a Justified Reason?

A landlord should not ordinarily refuse merely because:

The landlord wants a higher rent;
The current rent is below the market;
The landlord wants an unrelated transfer fee;
The landlord personally dislikes the buyer;
The landlord prefers to end the lease;
The incoming tenant is a competitor of another tenant, unless a valid exclusivity arrangement exists;
The landlord was not involved in the business-sale negotiations; or
The landlord wishes to replace the business with a more profitable tenant.

Article 323 should not be used as an indirect rent-increase or eviction mechanism.

However, if the proposed transfer changes another essential contractual term, the landlord may legitimately evaluate that change separately.

A transfer request combined with a demand to change the business type, expand the premises, remove guarantees and reduce rent is not merely a straightforward transfer under the same conditions.

Judicial Remedy Against Unjustified Refusal

Where the landlord refuses consent without a justified reason, the outgoing tenant may seek judicial protection.

The legal request may involve:

Determination that the refusal is unjustified;
An order requiring the landlord to give consent;
Recognition of the transfer under the statutory conditions;
Compensation for loss caused by wrongful refusal; or
Another remedy appropriate to the transaction.

Academic analysis describes Article 323 as imposing a statutory duty on the landlord to consent in workplace leases where no justified reason exists.

The precise formulation of the claim should be selected carefully. The claimant must provide the court with sufficient information about the incoming tenant to permit an objective assessment.

The outgoing tenant should not simply hand over the premises first and expect the court to approve the transfer later. An unauthorised handover may create a separate breach while the consent dispute is pending.

Information That Should Be Given to the Landlord

A tenant requesting transfer should provide a complete assessment package.

Depending on the business, this may include:

The incoming tenant’s trade-registry records;
Articles of association;
Signature circular;
Tax registration;
Financial statements;
Bank or credit references;
Shareholder information;
Business plan;
Intended activity;
Required licences;
Insurance certificates;
Proposed guarantees;
Corporate resolutions;
Business-sale agreement; and
The draft lease-transfer protocol.

The landlord should be given enough information to make a genuine decision.

A tenant who provides only the buyer’s trade name and demands immediate approval may have difficulty arguing that the landlord refused without justification.

Confidential information may be protected through a nondisclosure agreement.

Legal Effect of a Valid Transfer

Once the landlord gives written consent, the incoming tenant enters the existing rental relationship in place of the outgoing tenant.

The lease normally continues with the same:

Commencement history;
Contractual expiry date;
Extension history;
Rental amount;
Annual increase mechanism;
Permitted use;
Repair allocation;
Common expense rules;
Renewal rights;
Termination conditions; and
Restoration obligations.

A lease transfer does not automatically create a new five-year rental period or reset the statutory extension calculation.

The incoming tenant cannot assume that the rent, duration or permitted use has changed merely because a new tenant party has entered the agreement.

Any desired contractual amendment should be stated expressly in the transfer protocol.

Liability of the Outgoing Tenant

Article 323 initially states that the outgoing tenant is released when the incoming tenant replaces that tenant with the landlord’s written consent.

It then establishes a special rule for workplace leases: the outgoing tenant remains jointly and severally liable with the incoming tenant until the end of the contractual period and for a maximum of two years.

This rule protects the landlord against the financial risk created by the compulsory-transfer framework.

The liability period is limited by whichever occurs first:

The contractual expiry date; or
Two years from the effective transfer.

For example, if only eight months remain under a fixed-term agreement, the outgoing tenant’s statutory liability generally cannot exceed those eight months.

If four years remain, the statutory joint liability generally ends after two years.

What Does Joint and Several Liability Mean?

Joint and several liability allows the landlord to seek a covered debt from:

The incoming tenant;
The outgoing tenant; or
Both tenants.

The landlord does not ordinarily have to divide the debt between them.

The outgoing tenant who pays a debt properly belonging to the incoming tenant may then seek reimbursement from the incoming tenant under the transfer agreement and general recourse rules.

The transfer protocol should regulate:

Notice of any default;
The outgoing tenant’s right to cure;
Access to payment information;
Indemnity obligations;
Security for recourse claims;
Defence of landlord proceedings; and
Costs and interest.

Without such provisions, the outgoing tenant may discover the incoming tenant’s default only after enforcement proceedings have begun.

Debts Existing Before the Transfer

The statutory transfer should be distinguished from debts that accrued before the effective transfer date.

The outgoing tenant generally remains responsible for:

Unpaid rent from earlier months;
Earlier common expenses;
Existing damage;
Previous default interest;
Contractual penalties that are legally enforceable; and
Other obligations arising before transfer.

The incoming tenant does not automatically assume every historical debt merely by entering the lease.

The parties may agree that the incoming tenant will assume or pay existing debts, but the landlord’s position should be stated clearly.

A transfer protocol should include a closing statement showing:

Rent paid up to the transfer date;
Outstanding ancillary expenses;
Utility balances;
Damage;
Management charges;
Tax or withholding issues; and
Any pending litigation or enforcement.

Security Deposits

The treatment of the security deposit must be expressly regulated.

Possible structures include:

The landlord retains the existing deposit and the incoming tenant reimburses the outgoing tenant.
The landlord returns the outgoing tenant’s deposit and receives a new deposit from the incoming tenant.
The deposit is formally assigned to the incoming tenant.
A new bank guarantee replaces the original security.
Part of the deposit is retained for historical claims and the balance is transferred.

The parties should not assume that a payment made years earlier automatically becomes the incoming tenant’s property.

The agreement should state:

The deposit amount;
Where it is held;
Whether interest exists;
Which obligations it secures;
Whether historical claims are reserved;
Who is entitled to receive it at the end of the lease; and
Whether additional security is required.

Guarantors and Bank Guarantees

A personal guarantee provided for the outgoing tenant should not automatically be assumed to secure the incoming tenant’s debts.

Suretyship is subject to strict form and liability rules under Turkish law. A change in the principal debtor may materially affect the guarantor’s position.

The landlord should obtain a new or properly confirmed guarantee rather than relying on an old document whose scope is uncertain.

The transfer agreement should address:

Whether the existing guarantor consents;
Whether a new guarantor will be provided;
Maximum guaranteed amount;
Duration;
Spousal consent where legally required;
Corporate guarantee authority;
Bank-guarantee wording; and
Return of the former security.

The incoming tenant should also confirm that every guarantee was issued by an authorised person.

Business Sale Does Not Always Mean Lease Transfer

The expression “business sale” may refer to several legally different transactions.

A buyer may acquire:

Company shares;
Selected assets;
A branch;
Inventory and equipment;
A customer portfolio;
A brand;
A commercial enterprise as a whole; or
The company through merger.

The effect on the lease depends on the structure.

A business-sale agreement should not state simply that “the lease passes to the buyer” without determining which legal transfer mechanism applies.

Share Sale

In a share sale, the shares of the tenant company are sold, but the tenant company itself remains the same legal entity.

For example, if ABC Retail Limited Company is the tenant and all shares of ABC Retail are sold to a new investor, ABC Retail remains the tenant.

There is generally no change of tenant solely because the company’s shareholders changed.

Accordingly, Article 323 consent may not be required merely because of a share transfer.

However, the lease may contain:

A change-of-control clause;
A requirement to notify the landlord;
A prohibition against indirect transfer;
A termination right triggered by ownership change;
Financial covenant requirements; or
Restrictions concerning ultimate beneficial ownership.

The validity and interpretation of such clauses must be reviewed separately.

A landlord should not describe every share sale as an unauthorised lease assignment. The legal personality named in the lease remains unchanged.

Asset Sale

An asset sale may transfer selected elements of the business while leaving the seller company and its contracts in place.

For example, a buyer may acquire:

Furniture;
Machinery;
Inventory;
Customer records;
Domain names; and
Intellectual property.

The lease does not necessarily transfer merely because these assets were sold.

If the buyer is expected to occupy the premises as the new tenant, an Article 323 transfer should generally be completed unless the transaction qualifies as a whole commercial-enterprise transfer under the Turkish Commercial Code.

An asset-purchase agreement should therefore make closing conditional on securing the required lease position.

Transfer of a Commercial Enterprise as a Whole

Article 11/3 of the Turkish Commercial Code provides that a commercial enterprise may be transferred as a whole without completing separate disposal transactions for every included asset.

Unless otherwise agreed, the transfer is presumed to include:

Fixed assets;
Enterprise value;
Tenancy rights;
Trade name;
Intellectual property rights; and
Other assets permanently allocated to the enterprise.

The commercial-enterprise transfer agreement must be in writing and must be registered and announced through the trade registry.

This rule creates an important interaction with Article 323, which ordinarily requires written landlord consent.

Turkish legal scholarship historically contained two views:

One view gave priority to Article 323 and required landlord consent.
The other treated Article 11/3 as the specific whole-enterprise-transfer rule and accepted that the tenancy right passed by law without separate consent.

The 2025 Court of Cassation Decision

The Court of Cassation’s 3rd Civil Chamber decision numbered E. 2025/3400, K. 2025/4478, dated 1 October 2025, is an important recent development.

Publicly available summaries indicate that the case concerned claims for prevention of interference, eviction and occupation compensation following the transfer of a commercial enterprise involving multiple retail locations.

The decision has been reported as applying the integrity principle under Article 11/3 and treating the tenancy right as passing together with a genuine commercial-enterprise transfer without separate landlord consent.

The decision should not be understood as permitting every tenant to avoid Article 323 simply by describing a transaction as a business sale.

The transaction should constitute a genuine transfer of the commercial enterprise as a whole and should comply with the statutory written-form, registration and announcement requirements.

A transfer involving only:

Stock;
Furniture;
The business name;
Selected contracts;
One group of customers; or
Physical possession of the shop

may not necessarily qualify.

The full transaction documents, trade-registry registration, transferred assets, continuity of activity and substance of the enterprise should be examined.

Merger and Corporate Restructuring

A corporate merger differs from an ordinary lease assignment.

Under the Turkish Commercial Code, a merger transfers the entire assets and liabilities of the merged company to the acquiring company as a whole. The merger becomes effective upon trade-registry registration, and the transferred company’s assets and liabilities pass automatically to the acquiring company.

The tenant position may therefore pass through universal succession rather than a voluntary Article 323 assignment.

Similar issues may arise in:

Demergers;
Conversions of legal type;
Partial universal succession;
Corporate reorganisations; and
Cross-border restructurings.

Nevertheless, the lease should be reviewed for clauses concerning:

Merger;
Demerger;
Change of control;
Corporate restructuring;
Group transfers;
Financial standing; and
Notification.

A contractual provision may create separate rights even where the tenant position passes by operation of corporate law.

Change of Trade Name or Company Type

A change in a company’s trade name does not necessarily mean that the tenant has changed.

Similarly, a valid corporate conversion may preserve legal continuity depending on the transaction.

The landlord should compare:

Tax numbers;
Trade-registry numbers;
MERSİS numbers;
Corporate history;
Conversion documents; and
Registry announcements.

A new trade name printed on invoices or signs is not alone proof of an unauthorised transfer.

The tenant should nevertheless notify the landlord and provide official documents to avoid uncertainty.

Transfer Clauses in Commercial Leases

Commercial leases frequently contain clauses stating that the tenant may not transfer, assign or sublet the agreement.

A blanket prohibition should not automatically be read as giving the landlord an unrestricted right to refuse every workplace transfer despite Article 323.

The statutory rule requiring a justified reason in workplace leases must be considered.

However, contractual provisions may validly regulate practical matters such as:

Information to be provided;
Financial criteria;
Security;
Licensing;
Permitted business activity;
Affiliate transfers;
Notice periods;
Legal costs;
Documentation; and
Conditions for releasing existing guarantees.

A landlord should not use a consent procedure to impose an excessive transfer payment unrelated to a genuine risk.

The tenant should not ignore reasonable contractual information and security requirements.

Transfer Fees and Increased Rent

A landlord may attempt to condition consent on:

A lump-sum transfer fee;
A substantially increased rent;
Cancellation of renewal rights;
A new security deposit;
New guarantees; or
Waiver of tenant protections.

Whether such a condition is lawful depends on its connection with the transaction and the parties’ bargaining position.

Article 323 does not state that the landlord may demand a general price for performing the statutory duty to consent where no justified refusal ground exists.

Reasonable administrative costs or additional security responding to an objective risk may be evaluated differently from an arbitrary demand intended to capture part of the business-sale price.

The outgoing tenant should request a written explanation of every condition.

Alterations and Fit-Out

Commercial premises may contain substantial tenant improvements.

Before transfer, the parties should identify:

Which installations belong to the landlord;
Which installations belong to the outgoing tenant;
Which items are sold to the incoming tenant;
Which alterations were authorised;
Whether restoration will be required;
Whether permits are transferable;
Who bears future repair costs; and
Whether the incoming tenant accepts existing defects.

A condition and inventory report should be signed on the transfer date.

The incoming tenant should not later argue that every visible alteration was caused by the previous tenant unless responsibility was reserved in the transfer documents.

Licences and Regulatory Approvals

Transfer of the lease does not automatically transfer every business licence.

The incoming tenant may need new:

Municipal licences;
Food-operation permissions;
Alcohol permits;
Health-sector permissions;
Fire approvals;
Environmental permits;
Tourism documents;
Signage permissions;
Workplace opening and operating licences; or
Professional authorisations.

The landlord may have a justified reason to refuse where the proposed incoming tenant cannot lawfully conduct the intended activity.

The transfer agreement should make effectiveness conditional on obtaining critical regulatory approvals where necessary.

Unauthorised Lease Transfer

Where an ordinary lease is transferred without the landlord’s required written consent, the incoming operator does not automatically replace the original tenant under Article 323.

The original tenant generally remains contractually responsible.

Giving possession to the incoming operator may constitute a breach of the tenant’s duty to use the property in accordance with the agreement.

For residential and roofed workplace leases, Article 316 generally requires the landlord to give at least 30 days to remedy an ordinary breach and to warn that the agreement will otherwise be terminated. Immediate written termination is reserved for serious intentional damage, cases in which a cure period would clearly be useless or conduct that has become intolerable.

The landlord should first determine whether the transaction is:

An ordinary unauthorised assignment;
A sublease;
Shared use;
A share sale;
A merger; or
A genuine whole commercial-enterprise transfer.

Applying the wrong classification may lead to rejection of an eviction claim.

Landlord Remedies for an Unauthorised Transfer

Depending on the facts, the landlord may:

Demand information;
Require the original tenant to end the unauthorised occupation;
Send a written breach notice;
Seek termination;
File an eviction lawsuit;
Claim unpaid rent;
Claim compensation for damage;
Challenge unauthorised alterations; or
Pursue persons using the property contrary to the lease.

The landlord must not use self-help measures.

Changing the locks, removing business inventory or blocking access may create civil and criminal risks.

Possession should be recovered through voluntary handover, a valid settlement or formal enforcement of a judgment.

Mandatory Mediation

Disputes arising from rental relationships are generally subject to mandatory mediation before litigation.

Article 18/B of the Mediation Law covers rental disputes except for the specific non-judicial eviction procedure under the Enforcement and Bankruptcy Law.

Mandatory mediation may therefore apply to disputes concerning:

Unjustified refusal of consent;
Recognition of a lease transfer;
Unauthorised assignment;
Eviction;
Transfer-related rent debts;
Deposit disputes;
Continuing liability;
Damage;
Restoration; and
Handover.

The mediation application should identify:

The original lease;
The proposed incoming tenant;
The requested transfer date;
The landlord’s response;
Alleged justified reasons;
Financial documents;
Existing debts;
Security arrangements; and
The requested legal outcome.

A settlement can be used to sign a comprehensive tripartite transfer protocol and avoid separate litigation.

Which Court Has Jurisdiction?

Civil Courts of Peace generally have subject-matter jurisdiction over disputes arising from rental relationships, regardless of the monetary value of the claim. This includes rental receivables and most disputes concerning tenant status, consent, termination and eviction.

However, the legal character of the principal claim remains important.

A dispute concerning the validity of a commercial-enterprise transfer, corporate merger, trade-registry registration or another matter arising independently from commercial law may fall within the jurisdiction of the Commercial Court of First Instance.

Where the case contains both rental and commercial-enterprise issues, the court must identify the principal legal relationship, requested relief and applicable jurisdiction rules.

Parties should not assume that every dispute involving two companies automatically belongs to the Commercial Court. A dispute principally arising from a lease may remain within the Civil Court of Peace’s jurisdiction.

Evidence in a Lease Transfer Dispute

The parties should preserve:

The original rental agreement;
All renewal and amendment documents;
The transfer request;
The landlord’s written response;
Financial documents of the incoming tenant;
The business-sale agreement;
Commercial-enterprise transfer documents;
Trade-registry registration and announcements;
Share-transfer records;
Merger documents;
Rent-payment records;
Deposit records;
Guarantees;
Licences;
Inventory reports;
Correspondence;
Mediation documents; and
Evidence concerning actual possession.

The legal classification may depend on what was genuinely transferred.

A contract title stating “commercial-enterprise transfer” will not necessarily be decisive where the documents show only a sale of equipment and physical handover.

Practical Checklist for the Outgoing Tenant

Before transferring a commercial lease, the outgoing tenant should:

Review every assignment and change-of-control clause.
Determine whether the transaction is a share sale, asset sale or enterprise transfer.
Confirm the incoming tenant’s intended use.
Collect financial and corporate documents.
Prepare a written consent request.
Avoid giving possession before the legal structure is complete.
Obtain written landlord consent where Article 323 applies.
Settle historical rent and expenses.
Regulate the security deposit.
Replace or release guarantees.
Prepare an inventory and condition report.
Regulate the two-year recourse risk.
Complete trade-registry procedures where applicable.
Attend mandatory mediation if consent is refused.
Preserve all closing documents for at least the continuing-liability period.

Practical Checklist for the Incoming Tenant

The incoming tenant should:

Obtain the complete original lease.
Verify the remaining contractual period.
Review rent increases and renewal history.
Check existing defaults and litigation.
Confirm landlord consent or another statutory transfer basis.
Verify the outgoing tenant’s authority.
Inspect the property.
Identify unauthorised alterations.
Review licences and zoning.
Confirm deposit and guarantee arrangements.
Check management and common expenses.
Confirm permitted business use.
Obtain key and possession records.
Avoid paying the full business-sale price before the lease position is secured.
Register a whole-enterprise transfer properly where that structure is used.

Practical Checklist for Landlords

A landlord receiving a transfer request should:

Review the lease.
Identify whether the premises constitute a workplace.
Request reasonable financial and corporate documents.
Investigate the incoming tenant’s business.
Check zoning and licensing.
Evaluate property and payment risks objectively.
Avoid demanding an arbitrary transfer price.
State any refusal reasons in writing.
Clarify historical debts.
Obtain suitable new security.
Regulate the deposit.
Sign a tripartite protocol.
Update payment and notification information.
Distinguish share sales and mergers from ordinary lease assignments.
Obtain advice before alleging an unauthorised transfer following a commercial-enterprise sale.

Frequently Asked Questions

Can a commercial lease be transferred in Turkey?

Yes. Article 323 permits transfer with the landlord’s written consent.

Can the landlord refuse?

In workplace leases, the landlord cannot refuse without a justified reason.

What may constitute a justified reason?

Financial weakness, incompatible use, licensing problems, increased physical risk and failure to provide required security may potentially justify refusal.

Can the landlord demand higher rent as a condition?

Not automatically. An arbitrary rent demand may conflict with the statutory duty not to refuse without a justified reason.

Does the incoming tenant sign a completely new lease?

Not necessarily. In an Article 323 transfer, the existing agreement continues and the incoming tenant replaces the outgoing tenant.

Does the contractual period restart?

No. The existing commencement date, expiry date and extension history generally continue unless the parties expressly conclude a new agreement.

Is the outgoing tenant released?

The outgoing workplace tenant remains jointly and severally liable until the contractual end and for a maximum of two years.

Who pays debts arising before transfer?

The outgoing tenant generally remains responsible for historical debts unless the landlord validly agrees otherwise.

Is a sublease the same as a lease transfer?

No. In a sublease, the original tenant remains the main tenant. In a transfer, the incoming tenant replaces the outgoing tenant.

Does a company share sale transfer the lease?

A share sale generally does not change the tenant company. The lease remains with the same legal entity, subject to any change-of-control clause.

Does an asset sale automatically transfer the lease?

No. An ordinary asset sale does not necessarily transfer the tenant position.

What happens in a whole commercial-enterprise transfer?

Article 11/3 of the Turkish Commercial Code presumes that the transfer includes the tenancy right unless otherwise agreed. Recent Court of Cassation authority has been reported as recognising transfer of the lease without separate landlord consent where a genuine whole-enterprise transfer exists.

Does a merger require landlord consent?

A statutory merger may transfer the tenant position through universal succession. The lease and corporate transaction must nevertheless be reviewed for special provisions.

Is oral landlord consent sufficient?

Article 323 requires written consent for an ordinary lease transfer.

Does accepting rent from the buyer prove consent?

Not necessarily. Payment acceptance alone should not be assumed to satisfy the written-consent requirement.

Can the landlord evict after an unauthorised transfer?

Potentially. The landlord must correctly classify the transaction and follow the applicable warning, mediation and court procedures.

Is mediation compulsory?

Most lease-transfer disputes require mandatory mediation before litigation.

Which court hears the case?

Disputes principally arising from the rental relationship are generally heard by the Civil Court of Peace. Pure commercial-enterprise or corporate disputes may require a different jurisdictional analysis.

Conclusion

Transfer of a commercial lease in Turkey requires careful coordination between rental law, corporate law and the underlying business-sale transaction.

Under Article 323 of the Turkish Code of Obligations, an ordinary rental relationship cannot be transferred without the landlord’s written consent.

In workplace leases, however, the landlord cannot refuse consent without a justified reason.

The landlord may consider the incoming tenant’s financial capacity, intended activity, licences, security and risk to the property. The landlord should not use the consent requirement merely to demand an unrelated transfer payment or replace the existing rent with a higher market amount.

A valid transfer replaces the outgoing tenant with the incoming tenant while preserving the existing lease. The contractual duration, rent provisions, permitted use and other conditions generally continue.

The outgoing workplace tenant remains jointly and severally liable with the incoming tenant until the contractual expiry date and for no longer than two years.

Historical debts, deposits, guarantees, alterations and licences must be regulated separately.

Subletting does not replace the original tenant. A share sale also does not ordinarily change the tenant company.

An ordinary asset sale does not necessarily transfer the lease. A commercial-enterprise transfer as a whole creates a different analysis under Article 11/3 of the Turkish Commercial Code.

Article 11/3 presumes that a whole-enterprise transfer includes the tenancy right, business value, trade name and other permanently allocated assets. The agreement must be written, registered and announced through the trade registry.

The Court of Cassation’s 2025 decision numbered E. 2025/3400, K. 2025/4478 has been reported as recognising that the tenancy right passes without separate landlord consent where a genuine commercial enterprise is transferred as a whole.

This does not mean that every sale of furniture, stock or business goodwill automatically transfers a lease. The transaction must satisfy the legal conditions for a whole commercial-enterprise transfer.

Mergers and certain corporate restructurings may also transfer the tenant position through universal succession.

An unauthorised ordinary assignment may constitute a contractual breach. The landlord must nevertheless follow the applicable written-warning, mandatory-mediation and court procedures and cannot use self-help eviction.

The success of a business sale often depends on securing the commercial premises. The lease-transfer structure should therefore be resolved before the purchase price is paid and control of the business is delivered.

Legal Disclaimer: This article provides general information concerning the transfer of commercial leases in Turkey as of July 2026 and does not constitute legal or tax advice. Each transaction must be assessed according to the rental agreement, business-sale structure, trade-registry records, landlord consent, incoming tenant’s financial position, existing debts, security documents, licences and current judicial practice.

Categories:

Genel