Planning to buy a licensed solar power plant in Turkey? Learn the key legal risks foreign investors should investigate before closing, including generation licenses, land, grid connection, YEKDEM, EPC contracts, financing, permits, litigation and share acquisition risks.

Buying a licensed solar power plant in Turkey can provide a foreign investor with immediate access to an operating or advanced-stage renewable energy asset. However, the existence of a generation license does not mean that the project is legally risk-free.

The acquisition normally involves much more than purchasing photovoltaic panels and land. In a typical share transaction, the investor acquires the company holding the generation license together with its entire legal history: regulatory obligations, project land rights, grid arrangements, financing, EPC liabilities, equipment warranties, tax exposure, environmental obligations, litigation and contractual commitments.

For that reason, one of the most dangerous assumptions in Turkish renewable-energy M&A is:

“The project already has a generation license, so the development risks are over.”

They may not be.

A licensed solar project can still have incomplete acceptance procedures, unresolved land problems, grid restrictions, approaching regulatory deadlines, construction delays, financing defaults, defective equipment or disputes that materially affect its valuation.

As of 2026, electricity generation in Turkey remains subject to the licensing regime under Electricity Market Law No. 6446 and secondary electricity-market legislation. The regulatory framework distinguishes the pre-license stage from the generation-license stage, and a generation license authorizes the relevant legal entity to conduct generation activities. (EPDK)

For a foreign buyer, the transaction should therefore be treated as an energy-regulatory acquisition, not merely an ordinary company purchase.

What Does “Licensed Solar Power Plant” Actually Mean?

The first task is to establish precisely what the seller means by “licensed.”

A project holding a generation license should be distinguished from a project holding only a pre-license and from an unlicensed generation facility operating under a different regulatory model.

These are legally different investments.

Under the Turkish licensing structure, the pre-license generally enables the project company to obtain the approvals, permits and similar rights necessary for development. After completion of the applicable pre-license obligations, the company proceeds to the generation-license stage. (EPDK)

The buyer should therefore obtain the actual generation license and verify its contents rather than relying on a seller presentation or data-room summary.

1. Verify That the Generation License Is Valid

This sounds obvious, but it is the starting point of the acquisition.

The buyer should verify:

the license holder,

generation facility,

energy source,

installed capacity,

location,

license period,

construction period,

completion date,

and amendments.

The target company appearing in the share purchase agreement should correspond with the entity holding the relevant license.

Never Rely Only on a Copy Provided by the Seller

The legal team should independently verify the regulatory status and examine the complete license history.

A project may have undergone several amendments concerning capacity, completion dates, auxiliary sources, storage or other project characteristics.

The current document does not always reveal the entire regulatory history.

2. Determine Whether the Entire Plant Has Been Commissioned

Holding a generation license does not necessarily mean that every unit covered by that license has completed construction and acceptance.

This distinction can materially affect valuation.

Official licensing guidance confirms that the generation license includes the applicable construction period and facility completion date and that the license holder must complete and commission the facility within the applicable period. (EPDK)

The buyer should therefore establish:

Licensed Capacity → Constructed Capacity → Accepted Capacity → Operational Capacity → Actual Export Capacity.

These figures may not be identical.

3. Check Temporary Acceptance Documentation

For completed generation facilities, acceptance documentation is particularly important.

The regulatory framework treats the temporary acceptance date as the date on which the relevant generation facility enters operation. (EPDK)

The investor should therefore obtain the complete acceptance file.

If the seller claims that a 100 MW plant is operational but only 80 MW has completed the relevant acceptance process, the acquisition model should reflect that difference.

4. Review Outstanding Construction Obligations

A licensed project can still be under construction.

If the entire facility has not yet been completed, the buyer should identify the remaining completion deadlines.

This became particularly relevant in 2026 because generation license holders whose full licensed capacity has not yet completed acceptance remain subject to progress-reporting requirements.

In June 2026, the regulator reminded generation license holders that, until acceptance of the entire installed capacity stated in the license, progress reports must be submitted during January and July in accordance with the licensing framework. Failure to submit required reports can expose the license holder to sanctions under the Electricity Market Law. (EPDK)

A foreign buyer acquiring a partially completed licensed solar project should therefore investigate historical reporting compliance.

5. Check Whether Regulatory Deadlines Have Been Missed

A missed deadline can become a major acquisition risk.

The investor should review the project’s regulatory calendar from the date of initial licensing through closing.

The analysis should identify whether the company has complied with construction, reporting and other continuing obligations.

Do not simply ask:

“Is the license valid today?”

Also ask:

“Is there any historical breach capable of creating a future regulatory consequence?”

6. Review Every License Amendment

Solar projects can change substantially during development.

Potential amendments may concern:

installed capacity,

unit configuration,

completion dates,

project site,

company information,

or other license particulars.

The buyer should obtain every regulatory application and decision associated with the project.

7. Share Acquisition Versus Asset Acquisition

Foreign investors commonly acquire a licensed solar plant through purchase of shares in the project company.

This structure requires careful analysis.

The generation license belongs to the licensed legal entity.

Therefore, purchasing the shares of the license holder is legally different from attempting to purchase the generation license itself as an isolated asset.

The acquisition structure must comply with applicable electricity-market requirements.

8. Regulatory Requirements for Share Transfers

The proposed change in ownership should be analyzed under the rules applicable at the closing date.

The buyer should determine whether any regulatory approval, notification or other procedure is required as a result of the transaction.

The regulator maintains specific procedures and documentary requirements concerning license amendments, mergers, demergers and facility or project transfers. (EPDK)

This analysis should occur before the SPA is signed, not shortly before closing.

9. Review the Target Company’s Articles of Association

The project company’s constitutional documents should be checked against applicable energy-market requirements.

The buyer should also identify:

transfer restrictions,

privileged shares,

voting arrangements,

board nomination rights,

signatory powers,

and other governance provisions.

A foreign investor purchasing 100% of the economic interest should verify that no hidden governance right survives closing.

10. Verify the Seller’s Ownership of the Shares

The seller should prove that it actually owns the shares being sold.

Review:

Trade Registry Records → Share Ledger → Share Certificates → Previous Share Transfers → Share Pledges → Shareholder Agreements → Options → Third-Party Rights.

An unresolved share ownership dispute should be treated as a major closing risk.

11. Check Share Pledges

Project finance lenders frequently take security over project-company shares.

The seller may therefore own the shares while a bank holds a pledge over them.

Closing mechanics should ensure that any security required to be released is validly discharged.

12. Identify the Ultimate Beneficial Owners

The buyer should reconstruct the seller and target ownership structures.

This is especially important where the transaction involves multiple offshore holding companies.

UBO due diligence also supports sanctions, AML and compliance analysis.

13. Grid Connection Is as Important as the License

A generation license without commercially effective grid access cannot deliver the expected investment return.

The buyer should examine:

connection agreements,

system-use arrangements,

connection capacity,

connection point,

network infrastructure,

substation obligations,

and relevant correspondence.

14. Verify Actual Grid Capacity

The financial model may assume that every installed MW can be exported.

That assumption must be verified.

For example:

Licensed Installed Capacity: 100 MW

Constructed Capacity: 100 MW

Accepted Capacity: 100 MW

Commercially Available Grid Export: materially lower under particular constraints

That issue can transform the economics of the acquisition.

15. Examine Grid Curtailment History

An operating solar plant provides valuable historical evidence.

Review actual production and curtailment data.

If production has consistently fallen below the investment model, determine why.

Possible explanations include irradiation, equipment performance, grid restrictions, outages or operational deficiencies.

Legal and technical advisers should analyze these issues together.

16. Review the Project Land Parcel by Parcel

Solar plants occupy significant areas.

Land due diligence should therefore never be limited to checking the principal parcel.

Prepare a complete land matrix showing:

Parcel → Owner → Project Component → Legal Right → Duration → Encumbrances → Access → Dispute Status.

17. Owned Land

Where the project company owns the land, current title records should be reviewed.

Check for:

mortgages,

attachments,

easements,

usufruct rights,

annotations,

litigation,

and other restrictions.

18. Leased Land

If the plant operates on leased property, review the lease carefully.

Key questions include:

Does the lease last for the expected operating life of the plant?

Can the landlord terminate early?

Does a change of control trigger consent?

Can the lease be assigned?

Are there rent escalation provisions?

Does the lender have step-in protection?

A 20-year generation model supported by a lease expiring in five years presents an obvious valuation problem.

19. Access Roads

A solar project may control every panel parcel but lack secure access.

The buyer should verify legal access for:

maintenance vehicles,

replacement equipment,

emergency services,

and heavy transport.

Informal arrangements with neighboring landowners are a significant risk.

20. Transmission and Connection Easements

Grid infrastructure may cross third-party land.

The investor should verify the easements and other land rights required for the connection infrastructure.

A land problem outside the fenced solar site can still disrupt the entire project.

21. Environmental Approvals

The environmental file should be reviewed from the project’s development stage through current operation.

Determine whether subsequent modifications, capacity changes or additional facilities remain consistent with existing environmental approvals.

22. Environmental Litigation

The investor should investigate pending and historical challenges brought by local communities, landowners, municipalities or other parties.

A project may be operating while litigation concerning an underlying administrative approval remains unresolved.

23. Zoning and Construction Rights

The existence of an energy license does not eliminate planning requirements.

The buyer should verify the legal basis on which the facility was constructed.

Material discrepancies between approved plans and the plant actually constructed should be investigated.

24. Solar Panels

The physical generating equipment requires separate contractual due diligence.

Identify:

manufacturer,

model,

installed quantity,

commissioning date,

performance warranty,

product warranty,

degradation guarantee,

and warranty beneficiary.

25. Module Degradation

A solar plant may technically operate while substantially underperforming its original projections.

Historical production and technical tests should therefore be compared against contractual module warranties.

If degradation exceeds guaranteed levels, the target may possess valuable warranty claims.

Alternatively, those claims may already have expired or been waived.

26. Inverters

Inverter performance is equally important.

Review failure history, replacement records and warranties.

Repeated inverter failures can signal future capital expenditure.

27. Transformers and Other Major Equipment

Due diligence should extend beyond panels.

Transformers, switchgear, cabling, monitoring systems and other critical equipment can create substantial replacement costs.

28. EPC Contract

Obtain the original EPC contract and every amendment.

Review:

scope,

completion obligations,

price,

acceptance,

performance tests,

liquidated damages,

warranties,

liability caps,

indemnities,

security,

and dispute resolution.

29. Has the Project Company Waived EPC Claims?

This is an important acquisition question.

A project may have suffered serious delays or performance deficiencies, but the seller may already have signed a settlement or waiver with the contractor.

The buyer should establish which claims remain enforceable after closing.

30. EPC Contractor Is Related to the Seller

Related-party EPC arrangements require enhanced scrutiny.

The project company may have overpaid for construction or accepted defects that an independent owner would have challenged.

Compare the contract with actual project performance.

31. Performance Guarantees

Review all guaranteed performance metrics.

If the facility fails contractual performance tests, determine the available remedy.

The existence of a guarantee has little value if the liability cap has already been exhausted.

32. Bank Guarantees

Check whether performance bonds or warranty guarantees remain valid.

A guarantee that expires two days after closing does not provide meaningful buyer protection.

The SPA may need to require extension before completion.

33. O&M Agreement

An operating solar plant normally has ongoing maintenance requirements.

Review:

fees,

scope,

availability guarantees,

response times,

spare parts,

termination,

liability,

and change-of-control provisions.

34. Change of Control Under Project Contracts

This issue should be checked across every material agreement.

Potentially relevant contracts include:

PPA,

O&M,

EPC,

land leases,

financing,

insurance,

equipment supply,

and major service contracts.

The acquisition may trigger consent or termination provisions.

35. Electricity Revenue

The buyer should understand precisely how the project earns revenue.

Do not rely solely on projected EBITDA.

Review historical electricity sales and the legal arrangements supporting those revenues.

36. YEKDEM Status

If the valuation assumes revenues associated with the Renewable Energy Resources Support Mechanism, eligibility should be verified independently.

For 2026, generation license holders wishing to participate were required to submit the applicable application within the regulatory timetable; because November 30, 2025 fell on a non-working day, the relevant 2026 deadline extended to December 1, 2025. (EPDK)

The buyer should therefore verify actual participation rather than simply assuming YEKDEM status from the project’s renewable nature.

37. Do Not Assume Every Solar Plant Has the Same Revenue Rights

Two solar plants with identical installed capacity can have significantly different economics.

Commissioning dates, support arrangements, market participation, financing and contractual structures can all affect revenue.

38. Power Purchase Agreement

Where electricity is sold under a bilateral PPA, review:

price,

indexation,

currency,

term,

volume obligations,

credit support,

termination,

force majeure,

change in law,

and change of control.

39. Historical Electricity Production

Legal due diligence should be reconciled with technical and financial information.

Compare:

Licensed Capacity → Accepted Capacity → Metered Production → Invoiced Sales → Bank Receipts.

Significant inconsistencies require explanation.

40. Project Finance Debt

Most significant solar acquisitions involve financing.

Obtain the complete financing package.

Review:

facility agreement,

outstanding principal,

interest,

financial covenants,

share pledges,

account security,

receivables assignments,

mortgages,

insurance assignments,

and direct agreements.

41. Lender Consent to Acquisition

A change of control commonly matters under financing documentation.

If lender consent is required, it should generally become a condition precedent to closing.

The buyer should not inherit an immediate event of default.

42. Debt Amount Must Be Independently Confirmed

Do not rely solely on the seller’s spreadsheet.

Obtain appropriate confirmation concerning outstanding:

principal,

interest,

fees,

hedging liabilities,

default interest,

and other amounts.

43. Shareholder Loans

Project companies often receive shareholder financing.

Determine whether those loans:

remain outstanding,

will be repaid at closing,

will be assigned to the buyer,

are subordinated,

or contain accrued interest.

The purchase-price mechanism must address them.

44. Project Bank Accounts

Financing arrangements may restrict project cash.

Review all:

collection accounts,

debt-service accounts,

reserve accounts,

distribution accounts,

and secured accounts.

The investor should understand how much cash will actually be available after acquisition.

45. Tax Due Diligence

Historical tax exposure remains with the target company in a share acquisition.

Specialist review should cover relevant corporate, VAT, withholding, payroll and other tax matters.

A regulatory license does not protect the buyer from historical tax liabilities.

46. Employment Liabilities

Operating plants may employ engineers, technicians, security personnel and administrative staff.

Review employment contracts, accrued entitlements and potential disputes.

47. Occupational Accidents

Solar construction and maintenance can involve serious workplace risks.

Historical accidents should be investigated.

An unresolved workplace accident may create compensation, administrative or criminal exposure.

48. Pending Litigation

Request a complete litigation schedule.

Search particularly for disputes involving:

landowners,

contractors,

equipment manufacturers,

employees,

public authorities,

banks,

offtakers,

and shareholders.

49. Administrative Fines and Regulatory Investigations

The buyer should obtain records concerning inspections, warnings and administrative penalties.

Repeated non-compliance may indicate a deeper regulatory problem.

50. Insurance

Review all current policies.

Depending on the project, coverage may include:

property damage,

machinery breakdown,

business interruption,

third-party liability,

and other operational risks.

Coverage limits should be compared with the actual replacement value and revenue exposure.

51. Historical Insurance Claims

Claims history can reveal hidden technical problems.

Repeated claims concerning transformers, inverters or weather damage deserve technical investigation.

52. Competition Law

Depending on the size of the parties and transaction, merger-control analysis may be required.

The issue should be addressed early enough to prevent regulatory clearance from unexpectedly delaying closing.

53. Foreign Investor Structure

The acquisition vehicle should be selected before signing.

The foreign investor may acquire the project directly or through a holding company.

Corporate, tax, financing and future exit considerations should be analyzed together.

54. SPA Warranties

The share purchase agreement should contain energy-specific protections.

General corporate warranties are insufficient.

The seller may need to give warranties concerning:

Generation License → Regulatory Compliance → Grid Connection → Land → Environmental Approvals → Construction → Acceptance → Equipment → EPC Claims → YEKDEM → Revenue → Project Finance → Litigation.

55. Specific Indemnities

Known problems should be specifically addressed.

Suppose due diligence discovers pending land litigation.

Instead of relying solely on a general litigation warranty, the buyer may negotiate a specific indemnity covering losses from that case.

56. Conditions Precedent

Material risks should be resolved before closing where possible.

Potential conditions can include:

lender consent,

regulatory procedures,

release of share pledges,

contractual consents,

extension of bank guarantees,

resolution of critical land problems,

and completion of required corporate actions.

57. Escrow or Purchase Price Retention

Where a known risk cannot be eliminated before closing, the buyer can consider negotiating retention of part of the consideration.

The amount can be released after the relevant risk disappears.

58. Purchase Price Adjustment

The SPA should clearly address:

debt,

cash,

working capital,

shareholder loans,

and leakage.

Energy project acquisitions often involve substantial secured debt, making price mechanics particularly important.

59. Locked-Box Leakage

If the parties use a locked-box structure, review payments made to the seller or related parties between the locked-box date and closing.

Management fees, consulting payments or unusual distributions may constitute prohibited leakage depending on the SPA.

60. Material Adverse Change

For a transaction with a lengthy signing-to-closing period, consider how serious deterioration of the project will be treated.

A major equipment failure, loss of a material permit or significant regulatory event between signing and closing may fundamentally change the investment.

The Most Dangerous Red Flags Before Closing

Certain findings justify stopping or delaying closing until the issue is resolved.

Particularly serious warning signs include:

the target does not hold the license represented by the seller; licensed and operating capacities differ materially; project acceptance is incomplete; regulatory deadlines have been missed; grid rights do not support the financial model; land rights expire too early; access depends on informal arrangements; significant environmental litigation is pending; share pledges cannot be released; lender consent is missing; EPC claims have been waived; major equipment warranties have expired; actual production materially underperforms the model; YEKDEM assumptions cannot be verified; material administrative investigations are undisclosed; or the seller refuses to provide original regulatory documentation.

Any one of these issues can justify repricing, additional security or refusal to close.

2026 Regulatory Issues Foreign Buyers Should Not Overlook

A buyer should conduct due diligence using the legislation and regulatory position applicable at the transaction date.

The Turkish electricity regulatory framework continues to impose ongoing obligations after issuance of a generation license.

For example, the regulator’s June 2026 announcement confirms that generation license holders whose entire licensed facility has not yet completed acceptance remain subject to periodic progress-reporting requirements, with potential sanctions for non-compliance. (EPDK)

The regulator also adopted the electricity-market license and related regulatory fee schedule applicable for 2026 through its December 18, 2025 decision. (EPDK)

Accordingly, a due diligence report prepared in 2023 or 2024 should not simply be recycled for a 2026 acquisition.

Example: Foreign Investor Buys a 100 MW Licensed Solar Plant

Assume a foreign infrastructure investor agrees to acquire 100% of a Turkish project company described as owning an operational 100 MW solar power plant.

The seller values the company on the assumption that the entire 100 MW produces electricity.

During due diligence, the buyer discovers that although the generation license references the expected project capacity, part of the facility has unresolved acceptance matters.

The financial model nevertheless assumes full production.

This is not a minor documentation issue.

The buyer must determine whether the remaining capacity can legally and technically enter operation, the deadline for completion and the consequences if it cannot.

The SPA may then require resolution before closing or provide a price adjustment tied to successful completion.

Example: Project Has a Valid License but Land Lease Expires

A foreign investor acquires an operating solar plant with a long remaining license term.

However, several critical land leases expire substantially earlier.

The project may therefore have regulatory authorization to generate electricity without secure land rights for the entire economic life assumed by the buyer.

The buyer should require extensions before closing or appropriately price the risk.

Example: Seller Claims YEKDEM Revenue

The seller’s financial model includes YEKDEM revenues.

The buyer should verify actual project eligibility and participation for the relevant period.

The fact that the plant uses solar energy does not itself prove that every revenue assumption in the model is correct.

Example: Bank Has Pledged the Shares

The project company has significant project financing.

The seller’s shares are pledged to the lender.

The acquisition should not close on the assumption that the pledge will “automatically disappear” after payment.

The closing documentation should coordinate repayment, lender consent and release of security.

Example: Solar Panels Are Underperforming

Historical production is 12% below the seller’s model.

The seller blames weather.

Technical due diligence identifies excessive module degradation.

Legal due diligence then determines whether warranty rights remain enforceable against the manufacturer or EPC contractor.

This finding can directly affect purchase price.

Legal Due Diligence Checklist Before Closing

A foreign investor considering a licensed solar power plant acquisition should verify at minimum:

Target Company → Seller’s Shares → Share Ledger → Share Pledges → UBO → Generation License → License History → License Amendments → Construction Deadlines → Acceptance Status → Regulatory Reporting → Grid Connection → Export Capacity → Curtailment → Project Land → Leases → Easements → Access → Environmental Approvals → Zoning → Construction Rights → Solar Modules → Inverters → Transformers → EPC Contract → EPC Claims → Performance Guarantees → O&M → Equipment Warranties → Electricity Revenue → YEKDEM Status → PPA → Project Finance → Lender Consent → Bank Accounts → Shareholder Loans → Tax → Employment → Litigation → Administrative Investigations → Insurance → Competition Clearance → SPA Warranties → Indemnities → Conditions Precedent → Purchase Price Protection.

The result should not merely be a 100-page legal report.

Every material finding should be classified according to what must happen commercially:

Do Not Close → Fix Before Closing → Reduce Purchase Price → Obtain Specific Indemnity → Obtain Security → Monitor After Closing.

Frequently Asked Questions

1. Can a foreign investor buy a licensed solar power plant in Turkey?

Yes. Foreign investors can acquire Turkish solar investments, subject to applicable corporate, energy-market, competition and other regulatory requirements.

2. Does the generation license transfer automatically to the foreign buyer?

In a share acquisition, the licensed project company itself remains the license holder while its shareholders change. The transaction must nevertheless be reviewed for applicable regulatory requirements. An asset acquisition presents a different analysis.

3. Is a generation license enough to prove that a solar plant is fully operational?

No. The buyer should separately verify construction, acceptance, grid connection and actual operating status.

4. How can a buyer verify the real operating capacity?

Generation-license information should be compared with acceptance documentation, grid arrangements, technical records, metered production and historical electricity sales.

5. Can the seller’s shares be pledged to a bank?

Yes. Share pledges are common in project-financed energy investments. Their release or continuation must be addressed in the acquisition structure.

6. Why are land rights important if the plant already operates?

Because the plant must retain legal rights to use its site and connection infrastructure throughout the relevant operating period. Expiring leases or unresolved easements can threaten long-term project value.

7. Should the buyer verify YEKDEM separately?

Yes. Renewable status alone should not be treated as proof of the revenue assumptions used in the acquisition model. Actual eligibility and participation for the relevant period should be verified.

8. What happens if solar panels are underperforming?

Technical advisers should identify the cause while legal advisers determine whether enforceable warranty, EPC or insurance claims exist.

9. Should lender consent be obtained before closing?

Where the financing documents require it, lender consent should normally be incorporated into the closing process. Failure to comply with change-of-control provisions can create serious financing consequences.

10. What is the biggest legal mistake when buying a licensed solar plant?

Treating the generation license as proof that every other aspect of the project is legally secure. A buyer must independently investigate the license, grid, land, acceptance, contracts, financing, equipment rights and historical liabilities.

Legal Support for Foreign Investors Buying Solar Power Plants in Turkey

Acquiring a licensed solar plant should ultimately answer one commercial question:

Is the buyer actually acquiring the electricity-generating asset and revenue stream represented by the seller, without hidden legal risks capable of reducing its value after closing?

Firat Fesih Kaya Law Office assists foreign investors, renewable energy companies, infrastructure investors and international businesses with the acquisition of licensed solar power plants and other energy projects in Turkey. Firat Fesih Kaya can assist with energy regulatory due diligence, generation-license review, project-company acquisitions, land and grid due diligence, EPC and O&M agreements, project financing documentation, SPA negotiations and closing risk management.

A carefully structured acquisition should identify regulatory and project risks before the purchase price is paid, when the buyer still has negotiating leverage.

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