Planning to acquire a wind farm (RES) in Turkey? Learn the essential legal due diligence process covering EMRA licensing, land rights, wind measurements, grid connection, environmental permits, financing, EPC contracts, shareholder risks, and hidden liabilities in this comprehensive 2026 guide.

Turkey has become one of the fastest-growing wind energy markets in Europe, offering attractive investment opportunities for infrastructure funds, international utilities, renewable energy developers, pension funds, and institutional investors. Acquiring an operational wind farm (RES) can provide immediate access to electricity generation, grid capacity, long-term revenue, and experienced operational teams. However, these advantages also come with significant legal and regulatory risks.

Unlike many commercial acquisitions, a wind farm transaction involves multiple layers of regulation. Investors must review corporate governance, EMRA licensing, land rights, environmental approvals, grid connection agreements, project financing, construction contracts, and operational compliance before completing the acquisition.

A wind farm that appears profitable may carry hidden liabilities capable of reducing project value by millions of euros if not identified before closing.

Turkey’s wind energy sector is principally governed by the Electricity Market Law No. 6446, the Renewable Energy Law No. 5346, the Turkish Commercial Code No. 6102, the Foreign Direct Investment Law No. 4875, EMRA (EPDK) regulations, environmental legislation, and competition law.

This 2026 Updated Legal Guide explains the legal due diligence process foreign investors should complete before acquiring a wind farm in Turkey.

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Why Legal Due Diligence Is Essential

Legal due diligence allows investors to identify:

• Invalid or defective licenses.
• Hidden regulatory liabilities.
• Grid connection risks.
• Land ownership disputes.
• Environmental compliance issues.
• Financing restrictions.
• Tax exposure.
• Shareholder disputes.
• Construction claims.
• Litigation risks.

Comprehensive due diligence protects both the investment and future financing.

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Step 1 – Verify the Corporate Structure

The first stage is reviewing the target company.

Key matters include:

• Articles of Association.
• Trade Registry records.
• Shareholder structure.
• Board resolutions.
• Capital contributions.
• Share pledges.
• Existing shareholder agreements.
• Beneficial ownership.

Foreign investors generally enjoy equal treatment with domestic investors when acquiring Turkish companies, subject to sector-specific regulatory requirements.

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Step 2 – Review the EMRA Generation License

The generation license is one of the project’s most valuable assets.

Verify:

• License validity.
• Installed capacity.
• Licensed resource.
• License duration.
• Amendments.
• Compliance history.
• Transfer restrictions.
• Administrative conditions.

Generation projects must comply with EMRA licensing requirements throughout the life of the project.

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Step 3 – Examine Pre-License History

If the project originated through a pre-license process, review:

• Completion of pre-license obligations.
• Administrative approvals.
• Timeline compliance.
• Previous extensions.
• EMRA correspondence.
• Conditions attached to the license.

Failure to satisfy pre-license obligations may have continuing legal consequences.

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Step 4 – Analyze Wind Measurement Data

For licensed wind projects, investors should verify:

• Measurement reports.
• Measurement period.
• Accredited measurement stations.
• Technical evaluation reports.
• Historical wind resource data.

Wind measurements form part of the regulatory and technical basis for licensed wind projects.

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Step 5 – Review Grid Connection Rights

Grid access determines the commercial viability of a wind farm.

Review:

• Connection Agreement.
• System Usage Agreement.
• Allocated connection capacity.
• Connection point.
• Curtailment provisions.
• Technical obligations.
• Upgrade requirements.

Grid connection issues remain one of the most significant investment risks.

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Step 6 – Land Due Diligence

Verify:

• Title deeds.
• Lease agreements.
• Easements.
• Surface rights.
• Access roads.
• Transmission line easements.
• Forestry permits.
• Agricultural restrictions.

A wind farm cannot operate securely without legally protected land rights.

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Step 7 – Environmental Compliance

Review:

• Environmental Impact Assessment (EIA).
• Environmental permits.
• Noise compliance.
• Bird migration assessments.
• Protected areas.
• Forestry approvals.
• Waste management.
• Environmental audits.

Changes in project capacity or turbine configuration should also be checked against existing approvals.

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Step 8 – Construction Documentation

Review:

• EPC Contract.
• Turbine Supply Agreement.
• Foundation contracts.
• Grid construction contracts.
• Warranty documentation.
• Performance guarantees.

Construction claims may remain active years after commissioning.

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Step 9 – Operation & Maintenance Agreements

Review:

• O&M Contract.
• Availability guarantees.
• Service obligations.
• Spare parts.
• Performance KPIs.
• Termination rights.
• Change-of-control provisions.

Long-term O&M agreements may significantly affect project profitability.

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Step 10 – Financing Documents

Review:

• Loan Agreements.
• Security documents.
• Share pledges.
• Mortgage registrations.
• Financial covenants.
• Lender consent requirements.
• Direct agreements.

Project financing often restricts share transfers and dividend payments.

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Step 11 – Insurance Coverage

Verify:

• Property insurance.
• Machinery breakdown.
• Business interruption.
• Third-party liability.
• Environmental liability.
• Turbine warranty insurance.

Claims history should also be reviewed.

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Step 12 – Power Sales and Revenue

Review:

• Electricity sales arrangements.
• EPİAŞ participation.
• YEKDEM eligibility (where applicable).
• Revenue records.
• Curtailment history.
• Metering reports.

Projected revenue should be independently verified.

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Step 13 – Tax Due Diligence

Review:

• Corporate income tax.
• VAT.
• Withholding tax.
• Customs issues.
• Investment incentives.
• Outstanding tax audits.

Tax liabilities frequently survive share acquisitions.

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Step 14 – Employment Review

Review:

• Employment contracts.
• Occupational health and safety.
• Severance liabilities.
• Social security compliance.
• Contractor arrangements.

Workplace accidents may create significant legal exposure.

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Step 15 – Litigation Review

Investigate:

• Court proceedings.
• Arbitration.
• EMRA disputes.
• Land litigation.
• Environmental litigation.
• Tax disputes.
• Employment claims.

Pending litigation may materially reduce project value.

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Top 25 Documents Every Investor Should Review

Before signing the SPA, obtain:

1. EMRA Generation License.
2. Trade Registry records.
3. Articles of Association.
4. Shareholder Register.
5. Land Registry records.
6. Lease agreements.
7. Easement documents.
8. Wind measurement reports.
9. Technical evaluation reports.
10. Grid Connection Agreement.
11. System Usage Agreement.
12. EIA Decision.
13. Environmental permits.
14. EPC Contract.
15. Turbine Supply Agreement.
16. O&M Agreement.
17. Financing documents.
18. Security documents.
19. Insurance policies.
20. Tax returns.
21. Financial statements.
22. Litigation reports.
23. EMRA correspondence.
24. Environmental audit reports.
25. Corporate approvals.

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Common Hidden Liabilities

Foreign investors frequently discover:

• Invalid license amendments.
• Grid capacity problems.
• Undisclosed shareholder disputes.
• Weak land rights.
• Environmental deficiencies.
• EPC warranty claims.
• Tax assessments.
• Lender restrictions.
• Insurance exclusions.
• Pending administrative investigations.

Many of these issues can be identified before closing through proper legal due diligence.

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Best Practices Before Closing

Before acquiring a wind farm:

• Conduct comprehensive legal due diligence.
• Verify all licenses.
• Confirm grid rights.
• Review land ownership.
• Examine environmental approvals.
• Analyze financing restrictions.
• Review shareholder arrangements.
• Negotiate detailed warranties and indemnities.
• Obtain specialist Turkish legal advice before signing.

Preventive legal planning significantly reduces acquisition risk.

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Why Professional Legal Assistance Is Essential

Wind farm acquisitions require expertise in:

• Electricity Market Law.
• EMRA regulations.
• Renewable Energy Law.
• Turkish Commercial Code.
• Environmental legislation.
• Real estate law.
• Project finance.
• Competition law.
• International arbitration.

An experienced Turkish energy lawyer can:

• Conduct comprehensive legal due diligence.
• Review licensing compliance.
• Verify land rights.
• Analyze grid connection agreements.
• Negotiate the Share Purchase Agreement (SPA).
• Draft warranties and indemnities.
• Coordinate regulatory approvals.
• Protect investors throughout the acquisition process.

Early legal involvement helps ensure that wind farm acquisitions proceed efficiently while minimizing legal, regulatory, and commercial risks.

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Frequently Asked Questions

1. Can foreign investors acquire wind farms in Turkey?

Yes. Foreign investors may generally acquire Turkish wind energy companies through share or asset transactions, subject to compliance with applicable energy, competition, and corporate regulations.

2. Why is the EMRA license so important?

The generation license authorizes the project’s operation and defines its technical and regulatory framework. Its validity and compliance status should be verified before closing.

3. Should wind measurement reports be reviewed?

Yes. Historical wind measurement data and technical evaluation reports are important for understanding the project’s regulatory background and technical assumptions.

4. Why are grid connection agreements critical?

A wind farm’s commercial value depends on secure access to the transmission or distribution network. Investors should verify connection rights, capacity allocations, and ongoing obligations.

5. Are environmental permits transferable?

Environmental permits generally remain linked to the project, but investors should verify their validity, scope, compliance history, and whether any amendments or additional approvals are required after the acquisition.

6. Should investors review financing documents?

Yes. Existing loan agreements may restrict share transfers, changes of control, dividend distributions, and additional borrowing.

7. What is the biggest legal risk in a wind farm acquisition?

The most significant risks usually involve licensing compliance, grid connection rights, land ownership, environmental approvals, financing restrictions, and undisclosed contingent liabilities.

8. Why should foreign investors hire a Turkish energy lawyer?

A Turkish energy lawyer can conduct legal due diligence, review EMRA licensing, analyze land and environmental issues, negotiate acquisition agreements, coordinate regulatory approvals, advise on financing and competition law matters, and help ensure that the investment complies with Turkish energy legislation.

Legal Support – Contact Our Energy and Renewable Energy Lawyers

Wind farm acquisitions involve complex regulatory, corporate, environmental, real estate, and financing issues. Thorough legal due diligence before signing the transaction documents is essential to protect your investment and reduce long-term operational risks.

Fırat Fesih Kaya and our legal team advise foreign investors, infrastructure funds, independent power producers, renewable energy developers, banks, EPC contractors, multinational energy companies, and institutional investors on wind farm acquisitions, EMRA licensing, renewable energy investments, legal due diligence, project finance, shareholder agreements, regulatory compliance, international arbitration, and all aspects of Turkish energy and commercial law.

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