Planning to buy a solar power plant in Turkey? Learn the key legal due diligence checks for foreign investors covering EMRA licensing, unlicensed solar projects, grid connection, land rights, YEKDEM, EPC contracts, financing, permits and hidden liabilities.

Buying an existing solar power plant in Turkey can offer foreign investors an attractive route into the Turkish renewable energy market without assuming the development and construction risks associated with a greenfield project. An operational solar power plant may already have secured its land, grid connection, regulatory approvals, construction acceptance, equipment, operational history and revenue stream. However, an operating facility can also contain legal problems accumulated during development, construction and operation. The buyer may discover after closing that the project has defective land rights, insufficient grid capacity, regulatory non-compliance, an expiring lease, outstanding project finance, defective equipment warranties, environmental disputes or revenue assumptions that cannot legally be sustained.

The central principle for any foreign investor should therefore be simple: never value a Turkish solar power plant solely by its installed capacity and historical electricity production. The legal rights supporting that production must be independently verified.

Turkey’s electricity generation market is regulated principally under Electricity Market Law No. 6446 and secondary legislation administered by the Energy Market Regulatory Authority (“EMRA”). EMRA confirms that, subject to statutory exceptions, electricity-market generation requires the relevant licensing framework, with generation licenses issued to legal entities under Law No. 6446. (EPDK)

At the same time, Turkey also has a separate framework for unlicensed electricity generation, including solar generation. EMRA maintains separate rules, application documents, connection arrangements and settlement procedures for unlicensed generation facilities. (EPDK)

This distinction should be resolved at the very beginning of due diligence because acquiring a licensed solar generation company and acquiring an unlicensed solar project can involve fundamentally different legal structures.

First Question: What Exactly Is the Foreign Investor Buying?

A buyer may believe that it is simply purchasing a “solar power plant,” but legally the transaction may involve the acquisition of shares in a licensed generation company, shares in a company operating an unlicensed generation facility, specific project assets, land and equipment, contractual rights or a more complicated corporate structure containing several generation facilities.

The transaction perimeter must therefore be defined before the SPA is negotiated. The buyer should know exactly which company owns the panels and inverters, which entity holds the relevant generation or project rights, which company is party to the connection agreement, who owns or leases the land and which entity receives electricity revenues.

If these rights sit in different companies, acquiring only one entity may not deliver the investment the buyer thinks it is purchasing.

1. Determine Whether the Solar Plant Is Licensed or Unlicensed

This is the starting point of legal due diligence. Licensed and unlicensed solar generation operate under different regulatory frameworks. EMRA maintains a dedicated regulatory structure for unlicensed electricity generation, including connection agreements, system-use arrangements and settlement procedures. (EPDK)

The buyer should obtain the entire regulatory file and independently determine which regime applies. Marketing materials describing the project as “fully permitted” are not sufficient.

2. Verify the Generation License

For a licensed solar plant, the buyer should independently verify the generation license, license holder, status, duration, installed capacity, facility name and other relevant particulars. EMRA operates a searchable electricity generation license database that distinguishes, among other statuses, licenses that are effective, terminated, cancelled, suspended or withdrawn. (Lisans Başvuru Sistemi)

The information should be compared with the physical facility and seller’s data room.

3. Compare Licensed Capacity With Actual Capacity

The buyer should establish whether the plant’s physical configuration corresponds with the regulatory documentation. Additional panels, replacement inverters, capacity modifications or other technical changes may have regulatory consequences. Technical due diligence and regulatory due diligence should therefore be conducted together.

4. Review the Plant’s Complete EMRA History

A valid license does not prove perfect historical compliance. Request regulatory correspondence, notices, applications, amendments, inspections, warnings and administrative proceedings. If the acquisition is structured as a share purchase, the foreign buyer is purchasing the existing company together with its history.

5. Check License Amendments

Determine whether previous capacity changes, equipment modifications, hybrid additions, storage integration or other material project changes were properly reflected in the regulatory file where required.

A discrepancy between the actual solar facility and the approved project should be treated as a significant due diligence issue.

6. Analyze the Acquisition’s Regulatory Consequences

A foreign buyer should not assume that purchasing shares in the project company is purely a corporate transaction. Changes in direct or indirect ownership or control may trigger energy regulatory requirements depending on the applicable regime and transaction structure. Regulatory analysis should therefore occur before signing.

7. Verify the Seller Owns the Shares

For a share acquisition, inspect the target company’s trade registry records, articles of association, share ledger, capital history and relevant corporate resolutions. Confirm that the seller has legal title to the shares and authority to transfer them.

8. Identify Share Pledges

Project lenders frequently take security over shares. A foreign buyer should identify all share pledges and establish legally effective release mechanics before closing. Paying the purchase price while leaving lender security attached to the acquired shares creates an obvious transaction risk.

9. Review Shareholder Agreements

Existing shareholders may have pre-emption rights, consent rights, transfer restrictions, veto rights, tag-along provisions or other contractual protections affecting the proposed acquisition. The SPA cannot safely be negotiated without understanding these arrangements.

10. Verify Land Ownership

Every parcel occupied by the solar project should be independently checked. The buyer should determine who owns the land and identify mortgages, attachments, easements, annotations and other third-party rights.

Solar projects can occupy extensive areas, making parcel-by-parcel verification particularly important.

11. Examine Long-Term Land Leases

Many solar projects operate on leased property. The buyer should compare the remaining lease duration against the expected remaining operational life of the facility. Rent escalation, renewal, termination, assignment and change-of-control clauses should be examined carefully.

A profitable 20-year investment model cannot safely depend on a land lease that can terminate much earlier.

12. Check Whether the Lease Survives the Acquisition

The lease may contain provisions triggered by a change of control or assignment. The buyer should establish whether landlord consent is required and obtain it before closing where necessary.

13. Verify Access Roads

Solar sites require permanent access for maintenance, security, repairs and equipment replacement. The project should possess legally enforceable access rather than merely using a neighboring owner’s road informally.

14. Check Transmission and Cable Rights

The project may depend on cables, transmission infrastructure, transformers or other facilities located outside the main project site. Rights over every necessary parcel should be verified.

15. Review Easements

Existing easements should be checked against the actual project layout. Missing rights affecting a transmission corridor or access road can materially impair the project’s operation.

16. Investigate Expropriation Issues

Where public-law mechanisms or expropriation have been used to secure necessary project rights, review the relevant decisions and pending compensation or cancellation proceedings.

17. Review Zoning and Planning Status

The buyer should confirm that the solar project complies with applicable planning requirements and that the project’s actual configuration corresponds with approved plans.

An energy-market authorization should not automatically be treated as eliminating independent land-use requirements.

18. Check Construction Documentation

Review construction permits and other approvals applicable to project structures. Transformer buildings, control facilities, substations and other structures should be included in the review.

19. Verify Project Acceptance

For licensed generation facilities, commissioning and acceptance documentation is particularly important. EMRA’s licensing information notes that a generation facility is considered completed upon provisional acceptance and that commissioning is recorded through the relevant acceptance procedures. (EPDK)

The acceptance documentation should correspond with the facility currently operating.

20. Review Environmental Status

The buyer should investigate the environmental approval or exemption applicable to the project and determine whether subsequent expansions or modifications affected that status.

Environmental due diligence should not simply confirm that one document exists. It should establish whether the facility operating today corresponds with the project that received the relevant environmental treatment.

21. Investigate Environmental Litigation

Administrative litigation challenging environmental, zoning or other project approvals can materially affect investment value. Request details of all pending and historical proceedings and independently verify material disputes where possible.

22. Verify Grid Connection Rights

Grid access is one of the most valuable components of an operating solar investment. The buyer should obtain the connection documentation and verify the connection point, capacity, continuing validity and obligations.

Without legally secure grid access, installed solar capacity has limited commercial value.

23. Review System-Use Arrangements

The buyer should examine applicable system-use documentation, payment obligations, historical breaches and correspondence concerning the project’s use of the electricity network.

24. Compare Installed Capacity, Licensed Capacity and Grid Capacity

These numbers should not automatically be assumed to be identical. The investor’s financial model should reflect the amount of electricity that the project can legally and technically deliver rather than simply the nominal capacity of installed panels.

25. Investigate Curtailment

Historical electricity production should be compared against curtailment and grid restriction data. Lower-than-expected output may not necessarily result from poor solar irradiation or defective equipment.

The problem may be network-related.

26. Review Historical Production

Obtain several years of production information where available and compare it with seller projections. Significant unexplained differences should be investigated technically and legally.

27. Verify YEKDEM Status

If the seller’s valuation assumes YEKDEM revenue, eligibility should be independently confirmed.

EMRA’s 2026 rules required qualifying generation license holders seeking participation in YEKDEM for 2026 to submit applications within the applicable deadline, and EMRA subsequently published the final 2026 YEK list following its Board decision dated December 30, 2025. (EPDK)

The buyer should verify actual project status rather than relying on a financial model stating “YEKDEM eligible.”

28. Determine How Long Support Remains

Historical support revenue does not establish future revenue. Determine the remaining support period and model the facility’s economics after support ends.

This can substantially change valuation.

29. Verify Other Renewable Incentive Assumptions

If the seller claims additional benefits based on equipment characteristics, local components or another incentive structure, obtain documentary evidence supporting eligibility and duration.

30. Review Electricity Sale Agreements

The buyer should understand exactly how generated electricity is monetized. Review bilateral sale agreements, trading arrangements and other revenue contracts, including pricing, termination, credit support and change-of-control provisions.

31. Review Corporate PPAs

Where a long-term corporate PPA exists, examine the pricing mechanism, indexation, minimum delivery obligations, generation shortfalls, force majeure, credit support and termination rights.

A favorable PPA can materially increase project value. An unfavorable one can lock the buyer into below-market economics.

32. Examine EPC Contract

The original Engineering, Procurement and Construction contract remains important after commissioning because warranties, defects and performance claims may survive.

Determine whether rights under the EPC contract remain with the target company and whether any claims have been waived or settled.

33. Check Solar Panel Warranties

Panel degradation and performance warranties can be economically significant. Verify manufacturer, warranty duration, transferability and claim procedures.

A warranty from an insolvent manufacturer may have little practical value.

34. Check Inverter Warranties

Inverters can represent significant replacement costs during a project’s life. Determine warranty periods, service arrangements and historical failure rates.

35. Review Performance Guarantees

Compare guaranteed generation or equipment performance against actual historical results. Determine whether contractual claims remain available for underperformance.

36. Investigate Existing Defects

Technical due diligence may identify hotspots, panel degradation, inverter failures, cabling defects, transformer problems or construction deficiencies. Legal counsel should then determine whether claims exist against the EPC contractor, supplier, manufacturer or insurer.

37. Review O&M Agreement

Examine duration, fees, escalation, service standards, availability obligations, termination, liability and change-of-control provisions.

An investor should know whether it can replace the existing O&M contractor after closing and at what cost.

38. Confirm Ownership of Panels and Equipment

Do not assume equipment physically installed at the site belongs to the project company. Some assets may be leased, financed or subject to third-party security.

An asset register should be reconciled with invoices, financing documents and security records.

39. Review Project Finance

Obtain all financing agreements and amendments. Determine outstanding debt, repayment terms, covenants, events of default and prepayment requirements.

40. Identify Change-of-Control Restrictions

Project finance agreements commonly protect lenders against unauthorized ownership changes. Required lender consent should be identified early and incorporated into conditions precedent.

41. Map All Security

Review mortgages, share pledges, account pledges, receivables assignments, equipment security and assignments of insurance proceeds.

The buyer should understand exactly what lenders can enforce if the project defaults.

42. Review Insurance

Check property damage, machinery breakdown, business interruption and other relevant insurance policies. Examine deductibles, exclusions, coverage limits and claims history.

Solar projects can face risks including fire, hail, flood, theft and equipment failure.

43. Investigate Tax Liabilities

For a share deal, historical tax liabilities remain within the target company. Review corporate tax, VAT, withholding, payroll liabilities, stamp tax and pending audits.

Tax advisers should work alongside legal counsel on transaction structuring.

44. Review Related-Party Agreements

The project may purchase management, maintenance, financing or other services from seller affiliates. Determine which agreements continue after closing and whether the plant can operate independently from the seller’s wider group.

45. Review Employment Arrangements

Identify key technical employees and determine whether they work for the project company or an affiliate. The buyer should know whether essential operational knowledge disappears immediately after closing.

46. Investigate Litigation

Review court proceedings, arbitration, enforcement proceedings and administrative cases involving landowners, contractors, employees, regulators, suppliers, lenders or other counterparties.

47. Check Regulatory Investigations

Ask specifically about investigations that have not yet produced a fine or formal proceeding. A seller’s disclosure of “no outstanding penalties” may not capture a pending regulatory investigation.

48. Review Competition Law Requirements

Depending on transaction size, turnover and control structure, the acquisition may require Turkish merger-control analysis. Competition clearance, where required, should be identified before closing rather than treated as a post-closing matter.

49. Determine Whether Battery Storage Is Included

Increasingly, solar investment structures may involve storage or contemplated storage integration. The buyer should determine whether battery infrastructure forms part of the acquisition, whether it has been properly incorporated into the project’s regulatory structure and which contracts govern its installation and operation.

Do not assign value to future storage expansion until its regulatory, grid and land feasibility has been verified.

50. Convert Due Diligence Findings Into SPA Protection

Finding a risk is only half of the transaction process.

The SPA must allocate it.

If a land dispute exists, consider a specific indemnity. If lender consent is necessary, make it a condition precedent. If an environmental proceeding is pending, determine whether escrow or holdback is appropriate. If the seller promises a particular YEKDEM status, generation capacity or grid right, incorporate that representation into the transaction documentation.

A generic M&A agreement is rarely sufficient for a significant solar acquisition.

Share Deal or Asset Deal for a Turkish Solar Power Plant?

Many acquisitions are structured as purchases of shares in the project company. This can provide continuity because the legal entity holding the project’s rights remains unchanged. However, it also means that historical liabilities remain within the acquired company.

An asset transaction may potentially isolate some corporate liabilities, but the buyer must determine whether land rights, grid arrangements, contracts, permits and regulated rights can legally and practically be transferred.

The transaction structure should therefore be determined after preliminary energy regulatory analysis, not merely according to tax or commercial preference.

Licensed Solar vs Unlicensed Solar Acquisition

Foreign investors should pay particular attention to this distinction.

Under the licensed model, the generation company operates under an EMRA generation license. EMRA states that generation licenses are issued under Law No. 6446 and that licensing is governed in detail by the Electricity Market Licensing Regulation. (EPDK)

Unlicensed generation operates under a separate framework. EMRA’s current unlicensed-generation materials include the Unlicensed Electricity Generation Regulation, application documentation, connection agreements, system-use agreements and settlement procedures concerning generation facilities and associated consumption facilities. (EPDK)

A buyer should therefore never apply a licensed-project acquisition checklist mechanically to an unlicensed solar facility.

For an unlicensed project, the legal relationship between the generation facility and associated consumption facility can be particularly important and should be investigated before valuation.

The Consumption Facility Can Be Critical

Where the project’s legal and economic structure depends on an associated consumption facility, the investor must understand that relationship completely.

Who owns the consumption facility? Is it included in the acquisition? What happens if the consumption facility is sold? Are generation and consumption facilities held within compatible structures? How are settlement and excess-generation arrangements affected?

A buyer who acquires the panels without securing the legal structure supporting the unlicensed generation model may acquire a fundamentally different investment from the one originally valued.

Rooftop Solar Requires Different Due Diligence

For rooftop solar projects, the building itself becomes central.

Counsel should examine ownership or lease rights over the roof, structural rights, building ownership, access, maintenance rights, insurance, removal obligations and what happens if the underlying property is sold.

A twenty-year solar investment cannot safely depend on an informal permission to use a commercial building’s roof.

Agricultural Land Risk

Ground-mounted solar projects may involve land subject to agricultural, planning or other land-use restrictions.

The buyer should investigate the legal classification of every relevant parcel and confirm that the project possesses the necessary rights for its current use.

Historical operation does not necessarily prove that every land issue was properly resolved.

Solar Project Revenue Due Diligence

A foreign investor should require the legal team to test the assumptions underlying the financial model. Historical production, grid rights, renewable support, electricity-sale arrangements, land duration and contractual operating costs all affect sustainable revenue.

For example, a project may report excellent historical EBITDA while benefiting from a support structure that is approaching expiry. The buyer should therefore distinguish historical profitability from legally sustainable post-acquisition profitability.

Why Technical and Legal Due Diligence Must Work Together

Solar acquisitions demonstrate particularly clearly why legal and technical advisers cannot work in isolation.

A technical adviser may discover unexpectedly high panel degradation. Legal counsel must determine whether a warranty claim remains available.

A technical adviser may discover additional installed capacity. Legal counsel must determine whether the regulatory and grid documentation permits it.

An engineer may identify a transformer requiring replacement. Legal counsel should examine warranty and insurance recovery.

Every material technical finding should therefore be tested for legal consequences.

Red Flags That Should Delay a Solar Acquisition

Certain findings deserve immediate escalation. These include uncertainty regarding generation rights, discrepancies between actual and approved capacity, insecure grid connection, missing land rights, leases materially shorter than the investment horizon, undisclosed mortgages or share pledges, missing lender consent, pending cancellation litigation involving essential approvals, significant environmental exposure, unexplained production underperformance and material differences between seller representations and regulatory records.

The investor should be particularly cautious when the seller repeatedly responds:

“This has always worked in practice.”

Legal due diligence asks whether it will continue working after ownership changes.

Purchase Price Adjustment

Not every due diligence problem requires abandoning the acquisition.

Some risks should affect price.

Suppose the investor discovers that several major inverters will require replacement, important warranties expire shortly, land rent will increase substantially or renewable support revenue ends earlier than assumed.

These issues may justify purchase-price adjustment even where the plant can continue operating legally.

Escrow and Holdback

Where a quantifiable liability remains unresolved at closing, part of the purchase price may potentially be placed in escrow or withheld according to the negotiated transaction structure.

This can be particularly useful for known tax, litigation, land or contractor claims.

The SPA should define clearly when and how the retained amount is released.

Specific Indemnities

General warranties may not provide adequate protection for known risks.

If due diligence identifies a specific environmental proceeding, tax assessment, land dispute or regulatory issue, the buyer should consider a transaction-specific indemnity addressing that exposure.

Known problems should not disappear into generic warranty language.

Conditions Precedent

Some problems should be resolved before closing.

Examples can include obtaining lender consent, releasing share pledges, obtaining required regulatory approvals, securing landlord consent or correcting critical corporate documentation.

Where the matter threatens ownership or operation of the project, promising to resolve it after closing may be unacceptable.

Disclosure Letter

Foreign investors should review the disclosure process carefully.

A seller may seek to qualify its warranties by reference to hundreds or thousands of documents uploaded to the data room.

The buyer should understand precisely what constitutes effective disclosure and whether a broad data-room disclosure clause materially weakens warranty protection.

Data Room Due Diligence Is Not Enough

The buyer should independently verify key matters.

The generation license can be checked against EMRA information. EMRA’s electricity generation license database permits searches according to criteria including license number, facility and license status. (Lisans Başvuru Sistemi)

Land information should be verified through appropriate records. Corporate ownership should be compared with company documentation. Security interests should be independently investigated where possible.

The seller’s data room is the beginning of due diligence, not the end.

Final Pre-Closing Review

A transaction can change between signing and closing.

Immediately before closing, confirm that material regulatory approvals remain valid, required consents have been obtained, security releases are ready, no new litigation has arisen and no material adverse regulatory event has occurred.

The buyer should also verify that closing documents accurately reflect the corporate and project structure discovered during due diligence.

Frequently Asked Questions

Can a foreign investor buy a solar power plant in Turkey?

Yes. Foreign investors can participate in Turkish solar investments, subject to the applicable corporate, energy regulatory, competition, land and transaction-specific requirements.

Does every solar plant in Turkey need an EMRA generation license?

No. Turkey also has an unlicensed electricity-generation regime. The regulatory classification of the particular facility must therefore be identified before acquisition. (EPDK)

How can a buyer check a generation license?

EMRA maintains an electricity generation license database through which license information and status can be searched. (Lisans Başvuru Sistemi)

Is YEKDEM important when buying a solar plant?

Potentially very important. Where the seller’s financial model relies on YEKDEM, actual eligibility and remaining support should be independently verified. EMRA has published the final 2026 YEK list. (EPDK)

Is buying shares safer than buying solar assets?

Neither structure is universally safer. A share deal provides continuity but carries historical company liabilities, while an asset transaction may create significant regulatory and transfer issues.

Should land records be checked if the solar plant has operated for years?

Yes. Historical operation does not prove that every land, lease, access or easement right is legally secure for the remaining investment period.

Can project financing prevent the acquisition?

Financing documents may contain change-of-control restrictions and security over shares or project assets. Required lender consent and security-release mechanics should be established before closing.

Should the buyer inspect panel and inverter warranties?

Yes. Remaining equipment warranties can materially affect future capital expenditure and therefore project valuation.

What is the biggest legal risk when buying an unlicensed solar plant?

There is no single universal risk, but the regulatory structure supporting generation, connection and the relationship with any associated consumption facility should be investigated particularly carefully.

What is the biggest mistake foreign investors make?

Treating the transaction as the purchase of physical solar equipment rather than the acquisition of a regulated legal and contractual structure capable of generating electricity and revenue.

Solar Power Plant Acquisition Lawyer in Turkey

Buying an existing Turkish solar power plant requires substantially more than checking the number of panels, historical production and purchase price. A successful acquisition depends on the legal integrity of the project’s generation rights, grid connection, land, permits, equipment ownership, revenue structure, financing, project contracts and corporate ownership.

Foreign investors should first determine whether they are acquiring a licensed or unlicensed project. For licensed facilities, EMRA’s framework expressly ties electricity generation activity to the relevant licensing regime under Law No. 6446. (EPDK) For unlicensed facilities, EMRA maintains a separate regulatory framework covering applications, connection, system use and settlement arrangements. (EPDK)

Renewable support assumptions must also be tested against actual regulatory status. For 2026, EMRA required eligible generation license holders seeking YEKDEM participation to apply within the prescribed period and subsequently published the final 2026 YEK list. (EPDK)

The foreign buyer should therefore coordinate legal, technical, financial, environmental and tax due diligence before committing the full purchase price. Material findings should then be translated into price adjustments, conditions precedent, representations and warranties, specific indemnities, escrow arrangements or, where necessary, a decision not to proceed.

The objective is not simply to acquire a solar plant.

It is to acquire a project that can continue generating electricity legally, maintain secure grid and land rights and produce the revenue on which the investment valuation was based after closing.

Fırat Fesih Kaya Law Office assists foreign investors, international renewable energy companies, investment funds and project sponsors with solar power plant acquisitions in Turkey, solar project legal due diligence, energy M&A, EMRA licensing, unlicensed solar generation, YEKDEM analysis, grid connection due diligence, land and permit review, EPC and O&M contracts, project finance, SPA negotiations and renewable energy investment disputes.

Phone: +90 312 434 22 22 | Mobile: +90 532 769 22 22 | Email: info@firatfesihkaya.av.tr | Address: Mevlana Boulevard No: 221, Yıldırım Tower, Balgat, Çankaya, Ankara, Turkey