B2B Commercial Lease Agreement Requirements (Turkey)

In commercial real estate leasing (Shopping Mall store, giant Logistics warehouse, holding management floor Plaza, etc.) transactions in Turkey, even if the laws of Obligations do not require an official or written obligation (coercion of form) in terms of Form (Validity Condition); in Company (B2B) Law, Contracts from A to Z are Prepared Printed or Freely Written (In Corporate Lawyer format with dozens of pages of technical annexes) and firmly tied to very strict Company Signature circulars.

1. Written Form and "Notary Certification" (Company Representation Safety)

Even though the Law approves that it can even be verbal for Lease (B2B commerce), operations do not run like this:

• The Ministry of Finance and Tax Offices will obligatorily ask the corporate firm for the original copy of the written, signed "Lease Agreement" with the stamp tax calculation calculation at the "Workplace Opening Registry Record (Roll Call/Yoklama)".
• The real risk in the validity of B2B Leases is the "Unauthorized signature game"! Does the CEO signing the AVM contract on behalf of the Brand Corporate (authorized person of LC Waikiki, Apple, etc. firms) have the authority to represent the Company officially alone (was there a joint signature obligation)? Because this risk would deprive the B2B investor of billions of liras of compensation, property owners obligatorily make the signature of the contract drawn up and signed in the strongest legal and indisputable signature security structure entirely in the form of LEASE AGREEMENT CERTIFIED BY NOTARYARY PUBLIC "Personally Before the Notary" with the Company Articles of Association and Signature Circular (They make it an Indisputable Document).

2. Institutional Guardian of Real Estate: "Annotation to Title Deed (Tapuya Şerh)"

It is the biggest legal trump card of foreign AVMs or Property Funds in the Turkish market, or the lifeboat of the company tenant who makes a giant decoration (million-dollar fit-out restaurant) from being evicted to the street inside the 6th month (Eviction for Need I bought it exile) by the cruel new buyer when its building is sold; it is the "Annotation to Title Deed" mechanism!

• How it Works: A giant cargo courier company renting a Long-Term Logistics warehouse (makes a 5-10 year contract), puts an authorization in the contract; "The tenant is free with the authority of the property owner to take this contract unilaterally whenever they wish and register it in the Annotations Section of the Title Deed Register of the real estate".
• What is its Benefit?: In this way (For example, a corporate firm that decorated by putting a 1 Million dollar lease investment with a 10-Year Annotation); even if the plaza or land is sold the next day "to others Arabs Qataris and funds to full millions" and the new title deed ownership changes hands! Even the new patron title deed owner! Cannot Evict that tenant at all Before that Title Deed Annotation expires Since there (By being absolutely unable to open the 6-Month Need Eviction Lawsuit Depending on the Purchase)! The new corporate owner cannot even complain; the annotation adds in rem (Absolute) power to the ownership. It processes the years of the contract into the Title Deed Register in leaden writing (Annotation In Rem).

3. Extension, Transfer (Sub-Lease) Controls B2B

In commercial AVM plazas, while that "attraction charm Anchor" shop special to the giant brand is given with good intentions, the tenant cannot rent that valuable strategic showcase with their bad intention for their own profit to another local third cheap merchant (Transfer Prohibition B2B setup).

• The Law (B2B Article 323): In workplace leases (Commercial roof); the TENANT Is Prohibited From subleasing and Transferring the contract "without the Written Permission (Approval)" of the LESSOR (Owner) to transfer to their person they cannot transfer their legal rental debt outwards! (And if they do and an outside 3rd company man merchant comes without permission to the property and establishes a branch; the property is immediately taken by confiscating the police retention right to pull their property empty with the court (eviction with heavy termination lawsuit eviction / violation of termination) it ends with sending a warning).
• The Limit: However, placing the obstacle "Without Just Cause the property owner cannot refrain from (giving permission) B2B transfer consent" for the purpose of incentivizing Commercial investment in B2B; the property owner's approval for the bankrupt company bringing a solid Holding company to take over the shop can be forced solely by the "Judge's" decision in their spite and stubbornness so as not to freeze the commercial contract market.

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