Foreign companies investing in Turkey’s commercial real estate market are increasingly drawn to opportunities in logistics centers, office towers, hotel developments, and mixed-use retail projects. As urbanization accelerates and Turkey continues to serve as a trade bridge between Europe, the Middle East, and Asia, demand for commercial property investment in Turkey is on the rise. But while the returns can be lucrative, the legal and tax landscape is highly technical, and missteps can lead to ownership disputes, regulatory setbacks, or avoidable tax burdens.
At ER&GUN&ER Law Firm, we assist foreign corporations, private equity firms, and institutional investors with full-cycle legal support for corporate real estate investment in Turkey. Our English speaking Turkish lawyers conduct thorough title deed reviews, zoning analysis, investment structuring, and tax planning tailored to foreign stakeholders. As a leading Turkish Law Firm for cross-border property deals, we deliver legal strategies that protect our clients’ capital, mitigate their tax exposure, and ensure long-term project security.
Legal Framework for Foreign Ownership of Commercial Property
Foreign companies can own commercial property in Turkey either directly or through a Turkish subsidiary. However, there are legal restrictions based on reciprocity, military zone clearance, and sectoral licensing. For instance, properties located near military or energy infrastructure require special permits from the Ministry of National Defense. Real estate purchases by companies registered in countries without a reciprocity agreement may face bureaucratic hurdles. For these reasons, most foreign investors choose to incorporate a Turkish limited liability company (LTD) or joint stock company (A.Ş.) as a local acquisition vehicle.
Our Turkish Law Firm establishes legal vehicles for foreign investors, drafts share transfer agreements, and secures Land Registry clearance. For more information on incorporation procedures, visit our article on how to set up a company in Turkey. We also structure shareholder loans and equity contributions to fund property acquisitions efficiently. See related: shareholder loan agreements in Turkey.
Real Estate Tax Planning for Foreign Corporate Buyers
When a foreign company acquires commercial property in Turkey, tax planning becomes essential from day one. Key issues include value-added tax (VAT), title deed fees, property income tax (if rented), and corporate tax on capital gains at the time of exit. Depending on the structure, foreign investors may be eligible for VAT exemptions—particularly when acquiring brand new properties or purchasing through a Turkish company registered under the Investment Incentive Regime. However, mistakes in structuring can lead to double taxation, denied exemptions, and financial losses.
At ER&GUN&ER Law Firm, our English speaking Turkish lawyers design tax-optimized real estate structures. We advise on share vs. asset purchase, transfer pricing issues, and cross-border dividend repatriation. For broader tax structuring guidance, see our detailed article on corporate tax rules for foreign-owned Turkish companies.
Title Deed Due Diligence and Legal Risk Management
Before acquiring any commercial property, the investor must conduct a full legal due diligence on the title deed (tapu). Issues like third-party mortgages, zoning violations, construction liens, or boundary disputes are common in Turkish urban property markets. Without proper diligence, the buyer risks being tied to litigation, incomplete title transfer, or unusable property assets.
We conduct detailed real estate due diligence in Turkey using the Land Registry (Tapu Sicil Müdürlüğü), Zoning Plan (İmar Planı), and municipal records. Our team prepares red-flag reports, mortgage clearance certificates, and acquisition suitability memos. For a broader view on this topic, explore our resource on how foreign investors can perform real estate due diligence in Turkey.
Commercial Lease vs. Asset Purchase Structures
Foreign companies sometimes prefer to lease commercial properties instead of purchasing. However, leasing long-term office space or logistics units carries its own legal risks. These include unauthorized use clauses, unilateral termination by landlords, and zoning mismatches. In some cases, the property may lack valid occupancy permits (iskan belgesi), exposing the tenant to tax penalties or enforcement issues.
Our legal team drafts and negotiates commercial lease agreements in Turkey, including provisions for early exit, indexation, force majeure, and dispute resolution. We ensure all contracts are registered with the tax office and notarized where applicable. For enforcement-related advice, see how to enforce commercial contracts under Turkish law.
Construction Licenses, Usage Permits, and Renovation Approvals
Whether you are purchasing a hotel building or converting warehouse space, construction compliance is key. Under Turkish construction law, all commercial buildings must have valid zoning permits (imar izni), occupancy certificates (iskan belgesi), and usage authorizations. Unlicensed modifications may result in fines, suspension orders, or even demolition. For renovations, city municipalities require architectural plans and structural safety reports.
As a best lawyer firm in Turkey for property compliance, we secure municipal clearances, obtain permits, and file risk notices where needed. For real estate projects with mixed-use or layered ownership, we also prepare building co-ownership regulations (kat mülkiyeti yönetmeliği).
Frequently Asked Questions (FAQs)
- Can a foreign company buy property in Turkey? Yes. Foreign companies can acquire commercial real estate directly or through a Turkish subsidiary, subject to clearance.
- What taxes apply to commercial property purchases? Typically VAT, title deed fees (tapu harcı), and corporate tax on rental income or capital gains.
- Is VAT always applicable? No. In certain conditions—such as first sale or incentive programs—VAT exemptions apply. Legal structuring is essential.
- Can foreign companies own logistics centers or office space? Yes. These property types are generally available without restriction, except in military/security zones.
- Are lease agreements enforceable in Turkish courts? Yes. With proper registration and notarization, commercial leases are enforceable through execution offices or litigation.
- Can property be purchased via share acquisition? Yes. Buying shares of a property-holding company can reduce tax and streamline approval, if structured properly.
- What happens if the property lacks occupancy certificate? Usage may be restricted. Fines or closure orders may apply, especially for public-facing businesses.
- How long does acquisition take? 2 to 6 weeks on average, depending on clearance, due diligence, and Land Registry processing.
- Is legal due diligence required? Not legally required—but critical. Skipping it exposes investors to title, mortgage, or zoning problems.
- How can a Turkish Law Firm help? We manage end-to-end legal support: structuring, due diligence, negotiation, tax, registration, and enforcement—tailored for foreign investors.
Inheritance, Share Transfers, and Exit Strategy for Foreign Investors
Long-term investors in Turkish commercial real estate must also prepare for succession and exit. In cases where the foreign company’s shareholder passes away or corporate control changes hands, legal title and operational authority in Turkey may be delayed or challenged. Turkish inheritance law may apply, especially if the company is locally incorporated or assets are registered in Turkey. Failing to plan ahead for shareholder death, exit, or share sale can result in frozen assets, forced partition, or disputes among heirs and beneficiaries.
At ER&GUN&ER Law Firm, we prepare exit strategies for foreign corporate investors, including share transfer agreements, shareholder buy-sell clauses, and estate succession planning. We also defend clients in inheritance disputes involving Turkish commercial property. We help our clients maintain asset control and prepare for future divestment—whether by direct sale or corporate restructuring.
Title Cancellation Risks and Litigation Defense
In rare cases, real estate title registrations may be challenged in court—usually due to past fraud, improper power of attorney, or violations of military zone restrictions. If the Land Registry process was flawed, a judge may cancel the title deed. For foreign investors, this risk is higher when transactions are rushed or documentation is incomplete.
Our English speaking Turkish lawyers review every file for litigation red flags, and we represent clients in title deed verification and real estate due diligence. In the event of a claim, we build a strong litigation defense based on evidence chains, transactional integrity, and good faith buyer protections.
Secure Your Commercial Investment with Legal Precision
Commercial real estate in Turkey offers compelling returns—but only if the legal groundwork is sound. From acquisition and leasing to tax strategy and exit planning, foreign companies face a complex environment with hidden traps. What seems like a simple property transaction can unravel due to zoning errors, inheritance conflicts, or poor contract drafting.
At ER&GUN&ER Law Firm, we build legal systems that secure your investment from entry to exit. Our Turkish Law Firm provides the due diligence, structure, enforcement, and compliance strategy you need to operate confidently in Turkey’s fast-moving commercial property market. Partner with our English speaking Turkish lawyers and turn your investment into a protected, profitable asset.