B2B Commercial Lease Agreement Requirements (Turkey)

Commercial real estate leasing in Turkey is primarily governed by the Turkish Code of Obligations (TCO - Law No. 6098). In commercial real estate leasing (Shopping Mall store, logistics warehouse, office plazas, etc.), lease agreements are not subject to a specific validity form and can even be verbal (TCO Art. 12 & 299). However, in professional B2B transactions, written contracts are the standard for evidentiary purposes, tax registration, and Land Registry annotations.

1. Written Form, Notary Certification, and Stamp Tax

Even though the Law approves that a lease can be verbal, commercial operations require formal documentation for several reasons:

• Tax Compliance: The Ministry of Finance and Tax Offices require a written "Lease Agreement" for workplace opening registries. Under Stamp Tax Law No. 488, lease agreements are subject to stamp tax at a rate of 0.189% of the total rent value for the contract term.
• Signature Security: To prevent disputes regarding "unauthorized signatures" by company representatives, property owners typically require the contract to be a LEASE AGREEMENT CERTIFIED BY A NOTARY PUBLIC. This involves verifying the Company Articles of Association and Signature Circulars to create an indisputable legal document.

2. Institutional Guardian: Annotation to Title Deed (Tapuya Şerh)

The "Annotation to Title Deed" (TCO Art. 312) is a critical legal mechanism for commercial tenants, especially those making significant "fit-out" investments.

• How it Works: If the contract grants the tenant authority, the lease may be annotated in the Land Registry. This creates a "strengthened personal right" that binds any future owner of the property to the lease terms for its full duration.
• Protection Against New Owners: Under TCO Art. 351, if a property is sold, a new owner may normally terminate a lease if they have a genuine need for the premises (requiring notice within 1 month of acquisition and an eviction lawsuit 6 months later). However, if the lease is annotated under Art. 312, this right of eviction due to "new owner need" is blocked, and the new owner must honor the existing contract.

3. Transfer, Sub-Lease, and Breach of Contract

In commercial and workplace leases, the relationship between the parties is strictly regulated regarding third-party transfers:

• Transfer and Sublease (TCO Art. 322 & 323): The tenant is prohibited from subleasing or transferring the lease relationship without the lessor's written consent. However, for workplace leases, the lessor cannot withhold this consent without "just cause" (haklı sebep).
• Breach of Contract (TCO Art. 316): If a tenant violates the contract (such as through an unauthorized transfer), the lessor cannot immediately evict the tenant. The lessor must provide a formal written notice giving the tenant at least 30 days to remedy the breach. If the breach is not remedied within this period, the lessor may terminate the lease and seek a court-ordered eviction.
• Lessor's Right of Retention (TCO Art. 336): Distinct from eviction, the lessor of a commercial premise has a "Right of Retention" (Hapis Hakkı). This is a security interest (lien) over the movable property located on the premises to secure the rent for the previous year and the current six-month period. It is a tool to secure debt, not a method to recover possession of the property.

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