Defects, Disclosures, and Permit Obligations in Commercial Leases (Turkey)

Even when corporate Shopping Malls (AVMs) or Plaza developers in the Turkish market deliver offices and Logistics bases to commercial workplace company tenants (B2B) as Shell and Core (concrete form, un-decorated interior), the law (TCO) does not grant legal permission to the door of being completely 100% exempt from the "defect, flaw deficiency, or official obstacles of the property" under the asymmetric protection rule, even if contrary provisions are fictionalized to be put in the contracts!

Disclaimer: The role of the investor or the tenant in the workplace opening license is the backbone of the commercial Due-Diligence issue! Information verified: March 2026.

1. Defects upon Delivery and the Presumption of "Fitness for Purpose" Commercially

In the legal articles in Turkey, even if you are a commercial B2B merchant, the shop or office property owner is under the obligation to deliver the leased property on the agreed date "suitable/fit for the intended commercial use in the contract" (Art. 301 Mandatory - A Contrary Contract Cannot Be Made Rule). If the leasing fund (property owner) left the fire extinguishing main generator connection severed in the shopping mall shop, if the warehouse is wet due to missing concrete insulations in the external jacketing of the store, or if it does not provide enough fuse power (kW Watt) for industrial electricity, and if this brings damage to the commercial goods of the tenant company (Hidden Defects) and was hidden or delivered unpredictably and the merchant reported it later:

• The tenant company directly enters legal Recourse (Rücû) against the landlord (from the defect of the leased property) with the Right to send the damage and renovation expense invoices to the Landlord and (Rent Reduction Amount or the complete Cessation / Stopping of the whole rent with that Process changing into Legal Termination and the rights of a Criminal lawsuit from Defect in B2B contract breaches by returning the deposit with its interest immediately)!

In Incomplete Deliveries B2Bs (As a Due-Diligence Annex): In large corporate leases, absolutely between the Lawyer of the Property Owner and the Tenant Company, a "Physical / Technical Protocol Annex" and "Delivery & Confiscation Document" are signed underneath the delivery from A to Z with photos and drawings (How many columns are sound in the shop, is there inside concrete or not, is there an air conditioning duct?) to provide a zero-evidentiary protection in mutual security regarding a defect excuse that will emerge in the future and damage penalties in store returns).

2. "Occupancy Permit (İskân)" and "Workplace Opening License (Municipality)"

The most important paper of the Disclosures in B2B according to the law is the "Building Occupancy Document (Yapı İskân Belgesi)"! When a business renting a shop (For example, a new Brand Restaurant will open or the Ithaki company will enter Logistics into a warehouse); goes to the District Municipality of the State where it is located and requests approval for a "Workplace Operation / License" for operating tax; the Municipality Urbanism authority first asks for the full "Occupancy Certificate (İskân Belgesi) (The Set Occupancy Permission Paper that the building construction has finished orderly and soundly according to the law matching its Project and the Fire Board)" approved from the Landlord of that rented plaza and warehouse!

• If the Property owner hid from the lease that the "Occupancy Permit" of this warehouse or shopping mall shop never existed (For example, an illegal mezzanine floor was built hidden in the project, the title deed has no license without occupancy permission commercial property un-statused and broken properties); The Tenant, facing a penalty where the Municipality strikes the shutters of the company and closes it without a license, will make the Turkish Courts (Commercial) pay hundreds of millions of compensation to the B2B Property Investor due to the Deprivation of Disclosure of the administrative license risks hidden by the Property owner and making Occupancy absence a Defect to the property, relying on the reason of "Immediate Impossibility of Efficacy in the Property", Full Termination of the Contract and "Damages of Missing Profit"!

• To Be Established by Contract (Asymmetric Escape): In the contrary claim (restaurant oven chimney rules of the tenant), for the special commercial (oven permission / industrial gas permission, etc.) the tenant will do; the strong lawyers of Property owners write very heavy exclusionary contract defense clauses into the contracts: "That the lessor is 100% responsible for the License-Operation permit of the immobile, or Disclosure and commercial municipal fire approvals to be taken and that the risks / impossibilities of these licenses will not bind the Landlord (Lessor) in any way - It cannot be considered as an Excuse of Termination with Defect, that the tenant makes the examinations regarding occupancy as a Commercial Risk (Due diligence OOO) and they took the risk from the beginning" to save themselves from the burdens of commercial disclosure liability (100% Widespread contract).

Proceed to the next document: Commercial Rent Increase Indices (B2B).