Overview of Turkish Commercial Tenancy Law (B2B)

In Turkey, there is no separate "Commercial Lease Law" for commercial (B2B) real estate leases. Business-to-business commercial leases (for example, shopping malls, plazas, logistics warehouses) are governed under the "Residential and Roofed Workplace Leases (Konut ve Çatılı İşyeri Kiraları)" section of the Turkish Code of Obligations (TCO) No. 6098, subject largely to common articles with residences.

This situation makes it mandatory for commercial leases in Turkey to be made within specific "strict statutory" limits protecting the tenant, unlike the completely free "Commercial Contract" (B2B Freedom) structure in Western countries.

"Roofed Workplace" and the Status of Merchants (Corporate Leases)

The law puts very important "Ceiling" limits on the freedom of contract in commercial leases as well. Even if it's a workplace owner and a foreign corporate fund, they cannot write absolutely every penal condition they want into the contract with each other:

1. Prohibition of Foreign Currency Indexed Rent (Protection of the Value of the Turkish Currency): This is the legal regulation that most concerns foreign institutional investors. When leasing real estate between two companies or persons resident in Turkey (excluding exceptions like free zones, etc.), determining the rent and the deposit in foreign currency (Dollar/Euro) is prohibited. It is mandated that contracts be made in TRY (Turkish Lira) and increases be calculated over TRY-CPI.
2. Lease Duration (10-Year Rule): When commercial contracts (e.g., a 5-year shopping mall shop lease) expire, they cannot be terminated by the shopping mall management simply because "the time is up"! It is subject to automatic extension. The property owner gains the right to evict the workplace tenant without stating any reason only after the extension periods exceed 10 years (TCO 347).
3. Security Deposit Limit: Even in a shopping mall shop where millions of liras in turnover spin, the property owner legally cannot demand a cash deposit of "more than 3 months' rent." To overcome this, the system of bank letters of guarantee or corporate suretyships is applied.

Summary of Basic Rules (B2B Commercial)

| Maximum 3 months' rent. Must be deposited into a joint time-deposit bank account (in practice, corporate letters of guarantee or suretyships are resorted to). | | Rent Increase Rate (Index) | Can be made at a maximum of the 12-month CPI (Consumer Price Index) average. After the 5th year, a Rent Determination Lawsuit proportional to the current market value can be filed. | | Early Eviction (Penalties) | The prohibition of "demanding all rent of the remaining term (Acceleration/Muacceliyet)" if written in the contract has been introduced. For merchants, courts consider the "rent of a reasonable period (e.g., 3 months) in which the place can be rented out again," not the remaining months, as compensation. | | Transfer and Sublease | In workplace leases, the "Written Permission" of the landlord is absolutely required for the tenant to transfer the premises or sublease it. However, the landlord cannot refuse to give transfer permission "without a just cause" in a B2B workplace. |

The Importance of Notary Approval

In corporate B2B transactions (branch openings, warehouse setups), submission to the Trade Registry and tax offices or corporate accounting withholdings (Rent Withholding Tax/Stopaj) are necessary. Therefore, making/arranging contracts with Notary certification in order to have the contracts "approved via Notary" and to create a guarantee in future potential "forgery of documents" or corporate authorized signatory cancellation lawsuits is a standard and the safest practice in the corporate Turkish market.

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