Planning to acquire a solar, wind, hydro, storage or other energy project in Turkey? A 2026 legal due diligence guide for foreign investors covering licenses, permits, land rights, grid connection, EPC contracts, financing, litigation and acquisition risks.

Turkey continues to offer significant opportunities for foreign investors seeking to acquire solar, wind, hydroelectric, storage-integrated and other electricity generation projects. However, acquiring a Turkish energy project is substantially different from acquiring an ordinary operating company.

The investor is not simply purchasing shares.

It may effectively be purchasing a complex package consisting of an energy license or pre-license, grid connection rights, land rights, environmental approvals, zoning permissions, construction rights, EPC arrangements, financing documents, equipment warranties, regulatory obligations and future electricity revenues.

A weakness in any one of these components can materially reduce the value of the entire investment.

A project advertised as a “ready-to-build 100 MW solar project,” for example, may appear commercially attractive while legal due diligence reveals that part of the project land is unavailable, an environmental approval is vulnerable, the grid connection arrangement contains unresolved obligations, the pre-license timetable is approaching a critical deadline or the proposed share acquisition requires regulatory analysis before closing.

For this reason, a foreign investor considering an energy project acquisition in Turkey should conduct project-specific legal due diligence before signing or closing the transaction.

As of 2026, licensed electricity generation remains regulated principally through the Electricity Market Law No. 6446 and the electricity market licensing framework. Electricity generation projects generally proceed through a pre-license stage followed by a generation license once the required pre-license obligations have been completed. (EPDK)

Why Energy Project Due Diligence Is Different

In an ordinary corporate acquisition, legal due diligence often concentrates on corporate ownership, contracts, employment, litigation and tax exposure.

Those issues remain important in an energy acquisition.

But they are only the beginning.

An energy project’s value can depend on whether the project company actually possesses the regulatory and property rights necessary to construct and operate the plant.

The investor must therefore answer a more fundamental question:

Can this project legally be built, connected, commissioned and operated on the terms assumed in the investment model?

1. Identify Exactly What Is Being Acquired

The first issue is transaction structure.

The investor may be acquiring:

shares in the project company, the entire project company, particular project assets, an operational generation facility, a development-stage project or interests in a larger portfolio.

These structures create different legal risks.

Share Acquisition

In a share acquisition, the project company remains the owner of its existing assets, contracts, permits and liabilities.

The foreign investor acquires the company itself.

This can preserve contractual and regulatory continuity, but it also means the buyer inherits historical company-level risks.

Asset Acquisition

An asset transaction is different.

Individual assets and contractual rights may need to be transferred.

Licenses, permits, land rights and project agreements cannot automatically be assumed to transfer merely because the parties agree to sell the project.

Regulatory transfer requirements must therefore be examined separately.

2. Verify the Project Company’s Corporate Ownership

The buyer should reconstruct the complete corporate structure of the target.

This includes:

shareholders,

share percentages,

share classes,

privileged shares,

management rights,

signatory powers,

share pledges,

options,

convertible instruments,

and ultimate beneficial ownership.

The investor should confirm that the seller actually owns the shares it proposes to sell.

3. Review the Articles of Association

The articles may contain restrictions affecting the transaction.

These can include transfer restrictions, privileged voting arrangements, board nomination rights or other provisions capable of interfering with the acquisition.

The articles should also be reviewed against requirements arising from applicable energy-market regulation.

4. Check Share Pledges and Third-Party Rights

The seller may legally own the shares while a lender holds security over them.

The due diligence should identify:

Share Pledges → Bank Security → Options → Purchase Rights → Contractual Transfer Restrictions → Third-Party Claims.

A clean closing may require releases or lender consents.

5. Verify the Pre-License or Generation License

For a licensed generation project, this is one of the most important due diligence items.

The investor should obtain and examine the project’s actual regulatory documentation.

Electricity generation in Turkey generally requires a pre-license before the project reaches the generation-license stage, subject to the applicable statutory framework and exceptions. The pre-license period is designed to allow the project company to obtain the approvals, permits and similar rights required before generation licensing. (EPDK)

Never rely exclusively on the seller’s description of the project’s status.

6. Is It a Pre-License or a Generation License?

The distinction is fundamental.

A pre-license project remains in the development phase and may still need to satisfy significant regulatory milestones.

A company holding a generation license has progressed further, but the license itself must still be reviewed for continuing obligations, construction requirements and other project-specific conditions.

A foreign investor should price these risks differently.

7. Review the Entire License History

Do not review only the latest license document.

The due diligence should investigate:

original application,

regulatory decisions,

amendments,

capacity changes,

extensions,

correspondence,

applications,

warnings,

and previous regulatory issues.

Historical documentation can reveal risks invisible from the current document.

8. Check Remaining License Duration

An operating project with a limited remaining license period cannot be valued in the same way as one with substantially longer operating rights.

The remaining term should therefore be compared with the investor’s financial model.

9. Examine Pre-License Obligations

For a development-stage acquisition, the investor should determine precisely which obligations have been completed and which remain outstanding.

The official licensing framework expressly links the pre-license period with obtaining the approvals, permits and similar rights necessary to proceed with the generation investment. (epdk.org.tr)

A project that has obtained only part of these rights should not be marketed as though all development risk has disappeared.

10. Review Regulatory Deadlines

Energy projects are highly sensitive to time.

Due diligence should identify every material regulatory deadline.

The buyer should ask:

What must be completed?

By what date?

Can the deadline be extended?

What happens if it is missed?

Could failure result in termination or another regulatory consequence?

11. Analyze Change-of-Control Requirements

This is critical in share acquisitions.

The parties should determine whether the proposed transaction requires prior approval, notification or another regulatory step under the rules applicable to the project’s current status.

The analysis should be performed before signing and closing mechanics are finalized.

A share purchase agreement cannot override mandatory energy-market regulation.

12. Pre-License Share Transfers Require Particular Attention

A foreign investor acquiring a development-stage company should be especially careful where the target holds a pre-license.

The pre-license regime contains restrictions concerning changes to the project company’s shareholding structure, subject to statutory and regulatory exceptions.

The transaction structure must therefore be tested against the rules applicable on the proposed closing date.

13. Merger, Demerger and Project Transfer History

Corporate restructurings can also affect regulatory status.

The investor should review whether the project has previously been involved in a merger, demerger, project transfer or similar transaction.

Current regulatory procedures expressly contemplate applications concerning pre-license and license amendments as well as merger, demerger and facility/project transfer approvals. (EPDK)

14. Grid Connection Rights

A power project without commercially usable grid access may have little practical value.

The investor should therefore examine the complete grid-connection file.

Relevant documents can include:

connection opinions,

connection agreements,

system-use arrangements,

correspondence with the relevant network operator,

technical approvals,

capacity allocation documents,

and required infrastructure investments.

15. Verify Connection Capacity

The investor should not assume that the capacity shown in the financial model equals legally secured grid capacity.

For example:

Installed Capacity: 120 MW

Assumed Export Capacity: 120 MW

Legally Secured Connection Capacity: 80 MW

That discrepancy can radically alter project economics.

16. Connection Point

The connection point should also be confirmed.

A technically inconvenient connection point can generate substantial additional capital expenditure.

Transmission-line or substation investments may also need to be incorporated into the acquisition model.

17. Grid Infrastructure Obligations

Determine who must construct the necessary connection infrastructure.

The project company may have obligations concerning lines, substations or other facilities.

A project described as “construction ready” may still face substantial grid-related expenditure.

18. Curtailment Risk

Foreign investors should also understand potential restrictions on actual electricity delivery.

A project may possess substantial installed capacity while network constraints affect dispatch or generation economics.

Technical and regulatory advisers should therefore review curtailment assumptions.

19. Land Ownership

A power plant cannot operate without secure rights over the project site.

The buyer should examine each relevant parcel.

The review should establish:

Owner → Parcel Number → Area → Project Use → Encumbrances → Access → Required Easements → Existing Disputes.

20. Title Deed Review

Title records should be examined directly.

Do not rely solely on an Excel spreadsheet supplied by the seller.

Potential issues include:

mortgages,

attachments,

easements,

usufruct rights,

annotations,

pending disputes,

and restrictions affecting development.

21. Leased Project Land

If the project company leases private land, the lease agreement requires detailed examination.

Key issues include:

lease duration,

renewal,

termination rights,

rent escalation,

assignment,

change of control,

construction rights,

and lender rights.

The lease term should be compatible with the project’s intended operating period.

22. Treasury and Public Land

Projects using state-owned or other public land require separate review.

The investor should verify the legal basis of the land-use right, its duration and continuing obligations.

23. Forest Land

Renewable projects may involve forest areas.

Any necessary permissions and payments should be identified.

The due diligence should also determine whether transmission infrastructure crosses additional protected or restricted areas.

24. Agricultural Land

Solar projects in particular can face land-use restrictions.

The legal classification of the site should be confirmed rather than assuming that privately owned land can automatically be used for electricity generation.

25. Access Road Rights

A surprisingly common project weakness is inadequate access.

The project may control the generation site but lack legally secure access for:

construction vehicles,

heavy equipment,

maintenance,

transformer transportation,

or emergency services.

Informal access through neighboring property is not equivalent to a registered legal right.

26. Transmission Line Easements

The project may need to cross third-party parcels to reach the grid.

The investor should verify whether the necessary easements have actually been obtained.

An unresolved transmission corridor can become a major post-acquisition problem.

27. Environmental Impact Assessment

Environmental approvals should be reviewed carefully.

The investor should establish the status and scope of the applicable environmental decision and whether subsequent project modifications remain covered.

A capacity increase or major technical modification may require additional environmental analysis.

28. Environmental Litigation

Obtaining an environmental approval does not necessarily eliminate litigation risk.

The buyer should investigate whether:

local residents,

municipalities,

environmental groups,

landowners,

or other parties

have challenged project approvals.

Pending litigation can materially affect construction schedules.

29. Zoning Status

The zoning position of the generation facility and related infrastructure should be verified.

An energy license does not automatically replace every planning approval.

The investor should confirm that project development is legally compatible with applicable zoning arrangements.

30. Construction Permit

For projects requiring construction authorization, the buyer should confirm whether the relevant permits have been obtained and whether they accurately cover the facility being built.

Project changes after issuance should be examined carefully.

31. Technical Project Approvals

Legal due diligence should be coordinated with technical advisers.

The legal team should verify the existence and status of required approvals while engineers determine whether approved designs correspond to the facility contemplated by the acquisition.

32. Operational Acceptance

For an operating project, the investor should examine commissioning and acceptance documentation.

A plant physically producing electricity should not automatically be assumed to have completed every legal acceptance procedure correctly.

33. Renewable Energy Support Rights

If the acquisition model assumes revenues under a renewable support mechanism, eligibility must be verified.

The buyer should not treat seller projections as proof.

The analysis should confirm the project’s actual entitlement and applicable period.

34. Electricity Sale Arrangements

The project’s revenue structure should be examined.

Electricity may be sold through market arrangements, bilateral contracts or other mechanisms.

Each revenue stream creates different risks.

35. Power Purchase Agreements

Where a PPA exists, the investor should review:

price,

currency,

duration,

minimum delivery,

termination,

credit support,

change of control,

assignment,

default,

force majeure,

and dispute resolution.

A valuable PPA can substantially increase project value.

A poorly drafted PPA can do the opposite.

36. Change-of-Control Clauses in PPAs

A PPA may permit the counterparty to terminate following a change of control.

This can destroy the acquisition economics if the investor’s valuation assumes continuation of that contract.

Consent requirements should therefore become closing conditions where necessary.

37. EPC Contract

For a project under construction, the EPC agreement may be one of the most valuable contracts in the entire transaction.

Review:

Scope → Price → Completion Date → Performance Guarantees → Delay Damages → Performance Damages → Acceptance → Warranty → Security → Termination → Liability Caps.

38. EPC Delay

Determine whether the project is already delayed.

The seller may describe construction as “90% complete,” while the scheduled commercial operation date has already been missed.

The buyer should identify existing rights against the contractor before closing.

39. Liquidated Damages

Check whether delay and performance liquidated damages remain available.

They may have been waived, capped or compromised by amendments not reflected in the original EPC contract.

40. Performance Guarantees

Solar, wind and storage projects depend heavily on technical performance assumptions.

The investor should determine whether contractual guarantees protect those assumptions.

For example, the EPC contractor may guarantee capacity, efficiency or availability.

The buyer should understand the remedy if the facility fails the tests.

41. Bank Guarantees

Performance bonds, advance-payment guarantees and warranty guarantees should be reviewed.

Confirm:

issuer,

amount,

expiry,

extension requirements,

beneficiary,

calling conditions,

and governing law.

A guarantee expiring shortly after acquisition may offer little practical protection.

42. Equipment Supply Contracts

Major equipment can represent a substantial percentage of project value.

For solar projects, examine module and inverter arrangements.

For wind projects, examine turbine supply and warranty agreements.

For storage projects, examine batteries, inverters, control systems and performance guarantees.

43. Manufacturer Warranties

Determine whether warranties transfer following the acquisition.

A warranty issued only to the original purchaser may require assignment or consent.

44. Battery Energy Storage Projects

Storage requires additional diligence.

The buyer should examine:

battery chemistry,

guaranteed capacity,

degradation curve,

cycle limitations,

availability,

replacement obligations,

fire-safety responsibilities,

and warranty exclusions.

The legal documentation must correspond with the financial model.

45. O&M Agreement

An operating plant’s value depends on continuing maintenance.

Review the O&M agreement for:

scope,

fees,

availability guarantees,

response times,

spare parts,

planned outages,

termination,

and change of control.

46. Existing Technical Claims

Ask whether the project company has already notified defects.

Potential claims may concern:

module degradation,

turbine gearbox failures,

blade damage,

transformer failures,

battery underperformance,

inverter defects,

or construction defects.

Existing claims can represent either liabilities or valuable recoverable rights.

47. Project Financing

Many Turkish energy projects are financed through secured lending.

The investor should review the complete financing package.

This may include:

facility agreements,

share pledges,

account pledges,

commercial-enterprise security,

mortgages,

assignment of receivables,

insurance assignments,

and direct agreements.

48. Lender Consent

A share acquisition may trigger lender consent requirements.

Closing without required consent can potentially constitute a financing default.

This issue should be identified before the SPA becomes unconditional.

49. Outstanding Debt

The investor should verify the actual debt rather than relying on management accounts.

The acquisition model should distinguish:

principal,

accrued interest,

fees,

hedging exposure,

shareholder loans,

and contingent liabilities.

50. Financial Covenants

A project may already be close to breaching financial covenants.

The buyer should review historical compliance and projected post-acquisition ratios.

51. Project Bank Accounts

Restricted accounts should be identified.

Financing arrangements may control revenue accounts, debt-service reserves and distribution accounts.

The buyer should understand exactly how cash can move after closing.

52. Tax Liabilities

Corporate and tax due diligence should accompany energy-specific review.

Potential exposure can arise from corporate taxes, VAT, withholding obligations, payroll liabilities, property-related taxes and historical transactions.

Specialist tax advice should be integrated into the transaction.

53. Employment

An operating facility may employ technical and administrative personnel.

Review:

employment contracts,

accrued entitlements,

termination exposure,

workplace safety,

subcontracting,

and key-person dependencies.

54. Occupational Health and Safety

Energy construction and operation can involve significant safety risks.

Historical workplace accidents and regulatory investigations should therefore be investigated.

Potential compensation or criminal proceedings should not be overlooked.

55. Litigation

The project company should disclose all pending and threatened proceedings.

Search particularly for disputes involving:

landowners,

EPC contractors,

equipment suppliers,

employees,

grid entities,

public authorities,

lenders,

offtakers,

and shareholders.

56. Administrative Proceedings

An energy project may face regulatory proceedings even without conventional litigation.

The investor should investigate warnings, inspections, administrative penalties and unresolved correspondence with authorities.

57. Regulatory Compliance History

A project with repeated regulatory breaches presents a different risk profile from one with a clean compliance history.

Due diligence should therefore examine not only current validity of the license but historical compliance.

58. Insurance

The investor should review construction and operational insurance.

Depending on the project, policies may include:

property damage,

business interruption,

construction all-risk,

third-party liability,

machinery breakdown,

and other specialized cover.

Policy limits and exclusions should be compared with actual project exposure.

59. Insurance Claims History

Past claims can reveal technical problems.

Repeated inverter claims or transformer failures may indicate underlying defects that are not obvious from legal documents.

60. Change of Control Under Insurance Policies

The acquisition may affect coverage.

Required insurer notifications or consents should therefore be identified before closing.

61. Foreign Investment Structure

Foreign investors can generally invest in Turkish companies, but the acquisition structure should be designed with corporate, regulatory, financing and tax considerations in mind.

The buyer may invest directly or through an international holding structure.

The preferred structure should be determined before signing rather than reconstructed after closing.

62. Competition Clearance

Large transactions may require merger-control analysis.

The parties should determine whether applicable turnover thresholds or other competition-law requirements trigger a filing.

If clearance is required, it should be incorporated into the transaction timetable.

63. Anti-Bribery and Compliance Due Diligence

Energy projects interact extensively with public authorities.

Foreign investors should therefore examine historical licensing, land, zoning and permitting processes for compliance risks.

Payments to consultants or intermediaries should receive particular scrutiny where their purpose is unclear.

64. Related-Party Transactions

The target may have contracts with companies owned by the seller.

These may include:

management services,

land leases,

equipment supply,

shareholder loans,

consulting,

or O&M arrangements.

The buyer must determine which arrangements continue after closing.

65. Data Room Completeness

A well-organized virtual data room does not guarantee a legally clean project.

The investor should maintain a missing-document list.

Important absences can themselves be red flags.

For example:

No Original Land Agreement → No Grid Correspondence → Missing License Amendment → Missing EPC Amendment → Missing Environmental Litigation File.

Each requires explanation.

66. Seller Representations and Warranties

Due diligence does not eliminate the need for contractual protection.

The SPA should contain representations appropriate to the identified risks.

Energy-specific warranties can address:

licenses,

permits,

land,

grid rights,

environmental compliance,

construction,

project contracts,

litigation,

and regulatory breaches.

67. Indemnities

Known risks should not always be left to general warranties.

A specific indemnity may be appropriate where due diligence identifies a defined historical exposure.

68. Conditions Precedent

Certain matters should be resolved before the buyer becomes obliged to close.

Examples may include:

regulatory approvals,

lender consent,

release of share pledges,

key contractual consents,

permit completion,

or resolution of a material project defect.

69. Purchase Price Retention

If an identified risk cannot be resolved before closing, part of the purchase price may potentially be retained or placed in escrow under the negotiated transaction structure.

This can be particularly useful for pending claims.

70. Earn-Out Structures

Development-stage projects may justify milestone-based consideration.

Instead of paying the full valuation immediately, the buyer may link additional consideration to:

license achievement,

grid milestones,

construction completion,

or commercial operation.

Red Flags That Should Stop or Delay Closing

Certain findings should trigger enhanced review.

Major warning signs include:

unclear project-company ownership; disputed shares; regulatory approval uncertainty; approaching pre-license deadlines; incomplete land rights; unresolved grid capacity; environmental litigation; missing construction authorization; seller-related EPC contractor; unapproved project modifications; lender consent problems; expired bank guarantees; major equipment defects; undisclosed litigation; unexplained related-party payments; inconsistent project capacity figures; or a financial model dependent on rights that cannot be legally verified.

A foreign investor should not allow commercial pressure to convert unresolved legal risks into post-closing liabilities.

2026 Regulatory Considerations

The electricity market remains highly regulated and its secondary legislation can change. The regulator itself expressly cautions that electricity-market legislation is amended from time to time and that its current version should be reviewed for transactions. (EPDK)

For 2026, the Energy Market Regulatory Board also adopted the electricity-market pre-license, license, amendment and related fee schedule applicable during the year in its December 2025 decision. (EPDK)

Accordingly, a due diligence report prepared several years earlier should never be treated as sufficient for a 2026 acquisition.

Energy Project Acquisition Checklist for Foreign Investors

Before signing or closing an acquisition, the investor should complete a structured review covering:

Corporate Ownership → UBO → Shares → Articles → Share Pledges → Pre-License → Generation License → License History → Regulatory Deadlines → Change of Control → Grid Connection → Connection Capacity → Land Ownership → Leases → Easements → Access Roads → Environmental Approval → Environmental Litigation → Zoning → Construction Permits → Technical Approvals → Acceptance → Revenue Rights → PPA → EPC → O&M → Equipment Supply → Warranties → Bank Guarantees → Project Finance → Lender Consents → Tax → Employment → Safety → Litigation → Administrative Proceedings → Insurance → Competition → Compliance → Related-Party Transactions → Closing Conditions → Warranties → Indemnities.

This checklist should then be converted into a risk matrix separating matters into:

Critical / Closing Risk

High Risk

Medium Risk

Low Risk

Post-Closing Action

That approach allows the investment committee to understand which legal issues genuinely threaten the transaction.

Frequently Asked Questions

1. Can a foreign investor acquire an energy project in Turkey?

Yes. Foreign investors can participate in Turkish energy investments, but the transaction must comply with the corporate, regulatory and sector-specific requirements applicable to the particular project.

2. Can a foreign investor simply purchase the company holding the generation license?

A share acquisition may be possible, but the investor must first examine the applicable regulatory requirements, including any approval, notification or share-transfer restrictions relevant to the license or pre-license.

3. Is acquiring a pre-license project riskier than acquiring an operating power plant?

Generally, development-stage projects carry additional risks because permits, land rights, grid arrangements and other development milestones may remain incomplete.

4. What is the most important document in an energy acquisition?

There is no single document. The project’s value usually depends on the combination of regulatory rights, grid connection, land rights, permits and commercial contracts.

5. Is an energy license enough to prove that the project can be built?

No. Other requirements may include land rights, environmental approvals, zoning, construction permissions, technical approvals and grid arrangements.

6. Should the buyer inspect every project land parcel?

Yes. Land ownership, leases, easements, mortgages, attachments, access rights and other encumbrances can materially affect project viability.

7. Why is grid due diligence so important?

A generation project cannot realize its assumed commercial value if it cannot connect and deliver electricity at the capacity incorporated into the financial model.

8. Should EPC contracts be included in legal due diligence?

Absolutely. EPC delay, inadequate performance guarantees, liability caps, expiring security and defective construction can create substantial post-acquisition losses.

9. Can the buyer require problems to be fixed before closing?

Yes. Material issues can be addressed through conditions precedent, regulatory approvals, contractual consents, releases, specific indemnities or other negotiated transaction protections.

10. What should a foreign investor do before signing an SPA for a Turkish energy project?

The investor should complete legal, technical, financial and tax due diligence, identify regulatory approvals and consents, quantify material risks and ensure that the SPA allocates those risks appropriately.

Legal Support for Foreign Investors Acquiring Energy Projects in Turkey

An energy acquisition should never be evaluated solely by reference to installed MW capacity or projected EBITDA. The investor must establish whether the legal rights supporting those figures actually exist and will remain valid after the transaction closes.

Firat Fesih Kaya Law Office assists foreign investors, international energy companies, infrastructure funds and project developers with acquisitions and investments in Turkish energy projects. Firat Fesih Kaya can assist with legal due diligence, regulatory analysis, project-company acquisitions, license and pre-license review, land and grid-right analysis, EPC and O&M contracts, project financing documentation, transaction structuring and SPA negotiations.

For a foreign investor, the objective of due diligence is not simply to produce a long report. It is to answer three commercial questions:

Can the project legally operate as represented?

What can prevent or reduce the expected investment return?

Which risks must be eliminated, priced or contractually allocated before closing?

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