Does buying an energy company in Turkey require EMRA approval? A 2026 guide for foreign investors on power plant acquisitions, share transfers, control changes, pre-license companies, generation licenses, regulated-tariff licensees, YEKA projects, notifications and closing conditions.

Acquiring a Turkish energy company is not an ordinary share transaction. A foreign investor may agree commercially with the seller on the purchase price, complete financial and legal due diligence and negotiate a Share Purchase Agreement, yet the transaction may still be affected by sector-specific rules governing the licensed company. One of the most important questions is therefore whether approval from the Energy Market Regulatory Authority (“EMRA”) is required before the acquisition can be completed.

The answer in 2026 is more nuanced than the frequently repeated statement that every acquisition of an EMRA-licensed energy company requires prior EMRA approval. That statement is too broad. The regulatory treatment depends on the type of authorization held by the target, whether the company is still in the pre-license stage, the licensed activity, whether the activity is subject to regulated tariffs, whether the transaction produces a direct or indirect change in ownership or control, and whether a special regime such as YEKA applies. EMRA itself emphasizes that electricity-market legislation changes from time to time and recommends reviewing the current legislation when carrying out licensing transactions. (EPDK)

For foreign investors, this distinction matters at the very beginning of an acquisition. The parties should determine the regulatory classification of the transaction before signing the SPA and certainly before completing the share transfer.

EMRA and Energy M&A in Turkey

Turkey’s electricity market is regulated principally under Electricity Market Law No. 6446 and the Electricity Market Licensing Regulation. Electricity generation, transmission, distribution, supply and other regulated electricity-market activities operate within this framework.

EMRA’s licensing materials show that ownership structure is an integral part of the regulatory framework. Licensing documentation requires disclosure of direct and indirect shareholders and, in relevant circumstances, ownership information up through the corporate chain. EMRA’s published documentation specifically refers to shareholders holding 10% or more directly or indirectly, with a 5% threshold used for publicly traded companies in relevant licensing documentation. (EPDK)

However, disclosure thresholds in licensing documentation should not automatically be confused with a requirement for prior approval of every share acquisition.

That distinction is critical.

The First Question: Pre-License or Generation License?

For power plant transactions, the first regulatory question should be whether the target holds a pre-license or an operating generation license.

These two stages can produce very different M&A consequences.

A pre-license is associated with the development phase before the generation license is obtained. The regulatory framework imposes significantly tighter restrictions on ownership changes during this stage.

An operating generation company, by contrast, must be analyzed under the rules applicable to license holders.

Foreign investors should never apply the rules governing an operational power plant automatically to the acquisition of a project still under development.

Acquiring a Pre-License Company: Much Greater Caution Is Required

The Electricity Market Licensing Regulation imposes a fundamental restriction during the pre-license period. Until the license is obtained, changes to the direct or indirect ownership structure of the pre-license holder, share transfers and transactions producing the result of a share transfer are generally prohibited, except for specifically recognized exceptions.

This restriction is not merely procedural.

It is designed to prevent the unrestricted trading of projects that have obtained pre-license status but have not yet completed the requirements necessary for an operating generation license.

The importance of the rule has also been recognized in administrative litigation concerning pre-license ownership changes. Turkish administrative case law has treated unauthorized ownership changes outside the regulatory exceptions as capable of producing extremely serious consequences for the pre-license. (İctihatlar)

A foreign investor considering the acquisition of a development-stage energy company should therefore analyze Article 57 of the Electricity Market Licensing Regulation before signing any binding share-transfer arrangement.

Exceptions Exist, but They Must Be Applied Carefully

The prohibition on pre-license ownership changes is not absolute. The Regulation contains specified exceptions for certain transactions and ownership changes.

Historically, these have included particular changes involving publicly traded shares, changes among existing shareholders that do not create a change of control, certain corporate reorganizations, specified public-sector transactions and other transactions expressly covered by the Regulation.

The exact exception should be identified before relying upon it.

The investor should not assume that a commercially internal group restructuring automatically qualifies.

2025 Changes Make Current-Law Review Particularly Important

The pre-license rules were amended again in 2025. For example, amendments published on July 25, 2025 modified aspects of Article 57 concerning indirect ownership changes involving foreign shareholders. Contemporary disclosure of the amendment notes that the relevant foreign ownership exception was framed around indirect ownership changes that do not create a change of control. (EnerjiSA Investor Relations)

This is especially important for international energy groups.

A transaction occurring entirely outside Turkey may still require Turkish energy-regulatory analysis if the corporate chain ultimately contains a Turkish pre-license project company.

The fact that no Turkish company’s shares are transferred directly does not necessarily make the transaction irrelevant to EMRA regulation.

Indirect Acquisitions Matter

Suppose a foreign investor does not purchase shares directly in the Turkish project company. Instead, it purchases a Luxembourg, Dutch, German or other foreign holding company that indirectly owns the Turkish energy project.

From an ordinary corporate perspective, the shares of the Turkish company have not changed hands.

From an energy-regulatory perspective, however, the ultimate ownership or control structure may have changed.

The transaction should therefore be analyzed through the entire ownership chain.

This is one of the most common areas in which cross-border energy M&A transactions can create unexpected Turkish regulatory issues.

Change of Control Can Matter More Than the Percentage Purchased

Foreign investors should also avoid focusing exclusively on percentages.

A transaction involving a relatively small percentage of shares can still be important if those shares carry special voting, board appointment or governance rights capable of producing a change in control.

Conversely, some changes in ownership percentages may not create control changes.

The SPA and shareholders’ agreement should therefore be reviewed together with the regulatory framework.

The question is not always simply:

“What percentage are we buying?”

It can also be:

“What rights and control will the buyer obtain?”

What About an Operating Generation Company?

This is where outdated descriptions of Turkish energy M&A can cause confusion.

Older versions of the electricity licensing framework applied approval requirements more broadly to acquisitions of shares representing at least 10% of the capital of a license holder, or 5% for publicly traded companies, as well as transactions resulting in a change of control. Earlier versions of Article 57 expressly contained such a broad approval mechanism. (LEXPERA)

The current regulatory position must therefore be checked rather than relying on an old M&A checklist.

Following subsequent amendments, Article 57’s prior-approval mechanism is specifically framed for license holders carrying out activities subject to regulated tariffs, together with separate provisions applicable to market-operation license holders. The current published text states that, for regulated-tariff license holders, acquisitions reaching the 10% threshold, or 5% for publicly traded companies, and transactions resulting in a change of control are subject to Board approval. (Kanun Yolu)

This distinction can materially change the analysis for an ordinary electricity generation company.

Does Every Power Plant Share Sale Therefore Need Prior EMRA Approval?

No.

It is inaccurate in 2026 to state categorically that every direct or indirect acquisition of shares in an operating Turkish electricity generation company requires prior EMRA approval merely because the target holds a generation license.

The investor must determine which version of the regulatory rule applies to the target’s licensed activity and transaction.

For an ordinary generation license holder whose activity is not within the regulated-tariff category addressed by the current prior-approval rule, the regulatory analysis may instead concern notification and any necessary license amendment, rather than prior approval of the share transfer itself.

This distinction should be confirmed on a transaction-specific basis before closing.

Regulated-Tariff License Holders

The situation is different for license holders conducting activities subject to regulated tariffs.

Under the current text of Article 57, for such entities, acquisition by a natural or legal person of shares representing 10% or more of the capital, directly or indirectly, or 5% or more for publicly traded companies, is subject to Board approval. (Kanun Yolu)

The same provision captures transactions that create a change of control irrespective of those percentage thresholds.

Therefore, the parties should not attempt to avoid regulatory review simply by structuring an acquisition below 10% where the transaction nevertheless transfers control.

Direct and Indirect Ownership Must Both Be Examined

The rule expressly addresses direct and indirect acquisition.

Consider a simplified structure:

Foreign Investor → Foreign Holding Company → Turkish Energy Holding Company → Licensed Company.

If the foreign investor acquires the foreign holding company, the immediate shareholder registered in the licensed Turkish company’s share ledger may remain unchanged.

Nevertheless, indirect ownership and control of the licensed entity can change.

Cross-border transactions should therefore include a Turkish regulatory analysis even where the Turkish target is several levels below the entity being purchased.

Control Changes Below the Percentage Threshold

The 10% and 5% thresholds should not be treated as universal safe harbors.

Where the applicable rule captures control changes independently from percentage changes, acquiring control can trigger the regulatory requirement even if the numerical shareholding threshold is not crossed.

Control analysis may therefore require review of voting arrangements, board appointment rights, veto rights, shareholder agreements and other governance mechanisms.

A purely mathematical review of the capitalization table is insufficient.

Acquiring 100% of a Power Plant Company

A foreign investor acquiring 100% of an operating power plant company will obviously create a major ownership change.

But the fact that the transaction involves 100% does not itself answer the separate question of whether prior EMRA approval is required under the current electricity licensing rules.

The legal team must first classify the target’s license and activity.

For an ordinary generation license holder, current rules should be checked for applicable notification and license-amendment obligations. If the target instead falls into a category subject to prior approval, closing mechanics must be structured accordingly.

Notification Obligations Should Not Be Ignored

A transaction that does not require prior approval can still produce EMRA obligations.

This is a frequent M&A mistake.

Foreign investors sometimes treat “no prior approval required” as equivalent to “EMRA is irrelevant.”

That conclusion is unsafe.

Ownership information forms part of the regulatory record, and relevant changes may require notification and, where necessary, amendment of the license or regulatory records.

The acquisition checklist should therefore distinguish among prior approval, notification and license amendment.

These are not interchangeable concepts.

Post-Closing License Amendment

The current Article 57 framework provides, in contexts where prior approval applies, that approval becomes invalid if the share transfer is not completed within six months and requires a license amendment application within three months following completion of the share transfer. (Kanun Yolu)

This illustrates an important principle for energy acquisitions: obtaining regulatory consent, where required, does not necessarily complete the regulatory process.

Post-closing filings must also be included in the transaction timetable.

Six-Month Validity of Approval

Where an Article 57 approval is required and granted, the parties should pay close attention to its validity period.

The current text provides that if the share transfer is not completed within six months from approval, the approval becomes invalid. (Kanun Yolu)

This can become important in transactions requiring several parallel approvals.

If Competition Authority clearance, lender consent or foreign financing takes longer than expected, the parties should monitor the EMRA timetable carefully.

Competition Authority Approval Is Separate

EMRA analysis does not replace Turkish merger-control analysis.

A transaction may require Competition Authority clearance even where prior EMRA approval is not required.

Conversely, sectoral regulatory requirements can apply even where merger-control notification thresholds are not met.

The transaction should therefore have separate regulatory workstreams for energy regulation and competition law.

Lender Consent Is Also Separate

Project-financed power plants frequently contain change-of-control restrictions in financing documents.

A transaction can therefore face three entirely different consent questions: energy regulatory requirements, competition clearance and lender consent.

One does not replace another.

The SPA conditions precedent should identify each independently.

What About Solar Power Plant Acquisitions?

For an operational licensed solar power plant, the investor should identify the precise generation-license status and determine the applicable current Article 57 requirements.

For a development-stage solar project holding a pre-license, the stricter pre-license ownership restrictions become particularly important.

Foreign buyers should also examine whether storage integration, capacity amendments or other regulatory changes are pending because the acquisition may interact with those proceedings.

What About Wind Power Plant Acquisitions?

The same distinction applies to wind projects.

An operational wind generation company and a development-stage company holding a pre-license should not be treated identically.

In addition, foreign investors purchasing an international holding company that indirectly owns Turkish wind projects should examine whether the transaction changes indirect ownership or control at the project-company level.

Hydroelectric Power Plants

Hydroelectric acquisitions can involve additional contractual and public-law arrangements beyond the generation license.

The investor should therefore coordinate EMRA analysis with the review of water-use rights, project-specific agreements, land arrangements and other governmental authorizations.

Regulatory consent for the share acquisition should not be confused with confirmation that every underlying project right survives the transaction unchanged.

Storage-Integrated Generation Projects

Electricity storage has become increasingly important in Turkish energy investment structures.

Where a target’s generation rights are connected with storage obligations or storage-integrated capacity, foreign investors should conduct additional regulatory due diligence before changing ownership.

The investor should determine whether the acquisition affects any commitments, pending applications or conditions associated with the project’s storage structure.

YEKA Projects Require Additional Attention

Renewable Energy Resource Area (“YEKA”) projects can involve additional regulatory restrictions.

Older amendments to the licensing framework expressly provided that certain transactions involving generation licenses granted for YEKA projects, before the relevant generation facility became operational, required written approval from the Ministry before the Energy Market Regulatory Board could decide the matter. (LEXPERA)

A foreign investor acquiring a YEKA-related company should therefore not rely solely on the ordinary generation-license acquisition checklist.

The underlying tender and project documentation must also be reviewed.

Foreign Investors Are Not Exempt From EMRA Rules

The fact that the buyer is foreign does not create a general exemption from the electricity licensing regime.

EMRA’s licensing materials expressly contemplate foreign shareholders. Where shareholders are foreign companies or foreign nationals, equivalent documentation may be required concerning those foreign persons or entities. (EPDK)

The buyer’s corporate chain should therefore be prepared to provide ownership and corporate information where required.

Ultimate Ownership Should Be Mapped Before Signing

Foreign investors frequently use multi-layer holding structures.

Before signing, counsel should prepare a diagram identifying the buyer, intermediate holding companies, ultimate controlling shareholders, target company and all relevant percentages.

The pre-transaction and post-transaction structures should then be compared.

This makes it much easier to identify whether direct ownership, indirect ownership or control changes.

Share Purchase Agreements Should Reflect the Regulatory Analysis

The SPA should never simply state that the transaction is “subject to all necessary regulatory approvals.”

That language is too vague for a significant energy acquisition.

The parties should determine which approvals are actually required, who must file, who controls the process, what cooperation the seller must provide and what happens if approval is refused.

Where prior regulatory consent is genuinely required, it should normally be structured as a condition precedent to closing.

Do Not Transfer Shares Before a Required Approval

If prior approval applies to the transaction, the parties should not complete the share transfer first and attempt to regularize the transaction afterward.

The SPA should separate signing from closing.

Signing establishes the contractual obligation to complete the acquisition once the conditions precedent are satisfied.

Closing should occur only when the regulatory conditions necessary for lawful completion have been fulfilled.

Interim Covenants

The period between signing and closing can last several months.

The SPA should therefore restrict the seller from materially changing the licensed company during that period.

Typical restrictions may concern new debt, disposal of major assets, amendments to material contracts, changes in share capital, settlement of major litigation and actions affecting the generation license.

The buyer should receive substantially the same regulated business that it agreed to purchase.

Regulatory Cooperation Clause

The SPA should require both parties to provide documents and information necessary for regulatory filings.

Foreign corporate structures can require substantial documentation concerning indirect ownership.

The buyer should therefore prepare these materials early rather than waiting until after signing.

What Happens If EMRA Approval Is Refused?

Where approval is legally required and EMRA refuses the transaction, the SPA should explain the consequences.

The parties may agree that the transaction terminates without closing after available procedures are exhausted or after the long-stop date.

The agreement should also determine responsibility for transaction costs and whether either party must challenge an adverse regulatory decision.

Can the Parties Restructure the Acquisition?

Sometimes a regulatory issue can be addressed by changing transaction structure, but restructuring should never be used as an artificial mechanism to evade mandatory regulation.

A minority acquisition, staged acquisition, indirect acquisition or joint-control arrangement may produce different regulatory consequences.

Each alternative should be independently analyzed.

Acquiring a Minority Stake

Minority acquisitions deserve particular caution because investors frequently assume that minority status means no regulatory issue exists.

That is not necessarily correct.

The investor must examine both percentage thresholds applicable to the relevant licensed activity and whether governance rights create control or joint control.

A 20% passive financial investment and a 20% investment accompanied by extensive governance rights may produce different regulatory analyses.

Joint Ventures

If two investors jointly acquire an energy company, the governance arrangements should be examined carefully.

Board appointment rights, reserved matters and veto powers may create joint control.

This matters not only for energy regulation but also for merger-control analysis.

The shareholders’ agreement is therefore part of regulatory due diligence.

Corporate Reorganizations

Internal group mergers, demergers and reorganizations can also trigger regulatory procedures.

EMRA’s current licensing guidance expressly identifies procedures and document requirements relating to license amendments, mergers, demergers and facility/project transfer approval applications. (EPDK)

An internal restructuring should therefore not automatically be treated as legally irrelevant merely because the ultimate owner remains the same.

Asset Acquisition vs Share Acquisition

Buying the assets of a power plant instead of the shares creates a different regulatory problem.

The generation license belongs to the licensed legal entity; it should not be assumed that purchasing turbines, panels, land and equipment automatically transfers the regulatory authorization.

EMRA’s licensing framework separately recognizes facility/project transfer procedures. (EPDK)

Foreign investors considering an asset transaction should therefore analyze the regulatory transfer mechanics before selecting that structure.

The License Cannot Be Treated Like an Ordinary Asset

This point is fundamental.

A generation license is a regulatory authorization. It cannot simply be included in an asset purchase agreement as though it were machinery or inventory.

Any proposed transfer of the underlying project or licensed activity must comply with the applicable electricity-market framework.

This is one reason why many operational power plant acquisitions are structured through share purchases.

Regulatory Due Diligence Before Acquisition

Before signing an energy-company SPA, the foreign buyer should verify the target’s license or pre-license status, direct and indirect ownership structure, regulatory correspondence, historical share transfers, license amendments, pending applications, administrative investigations and compliance record.

The buyer should also compare the ownership structure recorded in the regulatory documentation with the company’s actual corporate records.

Discrepancies should be resolved before closing.

Historical Unauthorized Share Transfers

A particularly serious red flag arises when due diligence identifies a historical ownership change that may not have complied with the applicable rules.

This can be especially dangerous for a pre-license project because the regulatory consequences can affect the project’s fundamental authorization.

The buyer should not assume that purchasing the company cleans up historical regulatory defects.

The issue should be analyzed before the purchase price is paid.

Regulatory Warranty in the SPA

The seller should provide appropriate warranties concerning historical compliance with ownership-change requirements.

Depending on the transaction, warranties may address whether all required approvals were obtained, all notifications were made, the ownership information provided to EMRA is accurate and no undisclosed proceeding exists concerning historical ownership changes.

A simple warranty stating that “the license is valid” may not be enough.

Specific Indemnity for Known Regulatory Problems

If due diligence identifies an unresolved historical share-transfer issue, the buyer should consider whether a specific indemnity is necessary.

The financial consequences of a regulatory defect can exceed an administrative fine.

If the problem affects the continuing validity or economics of the project, the buyer may face lost generation revenue, financing consequences and reduction in enterprise value.

Regulatory Approval Should Be Checked Before Valuation Is Finalized

Foreign investors sometimes treat regulatory analysis as a closing formality.

That is a mistake.

Suppose the acquisition structure must be modified because the proposed control change cannot proceed as originally contemplated. That can alter financing, governance, tax treatment and even the amount the buyer is willing to pay.

Regulatory feasibility should therefore be established during preliminary due diligence.

A Practical 2026 Acquisition Test

For any Turkish electricity-sector acquisition, the investor should answer four questions in sequence. First, does the target hold a pre-license or a license? Second, what licensed activity does it conduct? Third, does the proposed transaction change direct ownership, indirect ownership or control? Fourth, does the applicable current regulatory framework require prior approval, permit the transaction subject to an exception, or instead impose notification or license-amendment obligations?

Only after answering those questions should the parties determine the signing and closing structure.

Frequently Asked Questions

Does every acquisition of a Turkish power plant require prior EMRA approval?

No. Under the current regulatory framework, it is too broad to state that every acquisition of an operating generation-license holder automatically requires prior EMRA approval. The target’s authorization, licensed activity, ownership change and transaction structure must be analyzed individually. (Kanun Yolu)

Are acquisitions of pre-license companies restricted?

Yes. During the pre-license period, direct or indirect ownership changes and transactions producing the result of share transfers are generally restricted unless an applicable regulatory exception exists. (İctihatlar)

Does an indirect foreign acquisition matter?

Potentially, yes. Turkish electricity-market rules can consider indirect ownership and control, making an acquisition of an overseas holding company relevant to a Turkish energy project.

What are the 10% and 5% thresholds?

Under the current Article 57 framework for license holders carrying out activities subject to regulated tariffs, acquisitions representing 10% or more of capital, or 5% or more for publicly traded companies, fall within the prior-approval mechanism. Control changes are separately relevant. (Kanun Yolu)

Does acquiring less than 10% always avoid regulatory approval?

No. Where the applicable regulatory rule captures changes of control, a transaction can be relevant irrespective of the percentage acquired.

Can a transaction require notification even when prior approval is unnecessary?

Yes. The absence of a prior-approval requirement does not automatically eliminate notification or license-amendment obligations.

How long does an approval remain valid where Article 57 requires one?

The current text provides that the approval becomes invalid if the relevant share transfer is not completed within six months. (Kanun Yolu)

Is a post-closing license amendment required?

Under the current Article 57 approval framework, a license amendment request must be submitted within three months after completion of the relevant share transfer. (Kanun Yolu)

Is Competition Authority approval the same as EMRA approval?

No. Energy regulatory analysis and Turkish merger-control analysis are separate. A transaction may require one, both or neither depending on the circumstances.

Can a foreign company buy a Turkish energy company?

Yes, subject to the applicable investment, corporate, competition, energy regulatory and transaction-specific rules. EMRA’s own licensing documentation expressly contemplates foreign corporate and individual shareholders and the provision of equivalent foreign documentation. (EPDK)

EMRA and Energy M&A Lawyer in Turkey

Foreign investors should not approach EMRA approval as a box to be checked immediately before closing. The regulatory analysis should begin when the acquisition structure is first designed.

The critical distinction is between pre-license projects, ordinary operating generation companies, regulated-tariff license holders and projects subject to additional special regimes. Pre-license companies remain subject to strict ownership-change restrictions, while the current Article 57 prior-approval mechanism for license holders is specifically relevant to regulated-tariff activities and certain other regulated categories. (Kanun Yolu)

Foreign investors should also examine indirect acquisitions carefully. Purchasing a foreign holding company can change the ultimate ownership or control of a Turkish energy company even though no Turkish shares are transferred directly. The 2025 amendments affecting pre-license ownership rules further reinforce the importance of reviewing the current version of the legislation rather than relying on older transaction precedents. (EnerjiSA Investor Relations)

A properly structured acquisition should therefore determine before signing whether the transaction requires prior EMRA approval, falls within a permitted exception, requires notification, triggers a license amendment or involves another project-transfer or regulatory procedure. These findings should then be incorporated into the SPA through conditions precedent, regulatory cooperation clauses, long-stop dates, warranties and appropriate closing mechanics.

Fırat Fesih Kaya Law Office assists foreign investors, international energy companies, renewable energy funds and project sponsors with EMRA approval analysis, energy company acquisitions in Turkey, power plant M&A, direct and indirect share acquisitions, change-of-control analysis, pre-license project acquisitions, generation license due diligence, regulatory notifications, license amendments, SPA negotiations and post-closing energy regulatory compliance.

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