Wind Power Plant Acquisition in Turkey: Hidden Legal Risks for Foreign Buyers – 2026 Updated Guide

Buying a wind power plant in Turkey? Discover the hidden legal risks foreign investors must investigate in 2026, including EMRA licenses, grid capacity, land rights, YEKDEM, turbine contracts, environmental permits, project finance, change of control, and renewable energy M&A due diligence.

Turkey’s wind energy market offers significant opportunities for international energy companies, infrastructure funds, private equity investors, utilities, and renewable energy developers. However, acquiring a Turkish wind power plant is considerably more complex than purchasing turbines and the land on which they operate.

The commercial value of a wind project depends on an interconnected portfolio of rights: EMRA licensing, grid connection capacity, land and access rights, environmental approvals, turbine contracts, generation revenues, financing arrangements, construction permits, and regulatory compliance.

A defect affecting only one of these components can materially reduce the investment’s value.

This is why foreign buyers should conduct specialized wind power plant legal due diligence in Turkey before signing an unconditional share purchase agreement or completing an acquisition.

Under Turkey’s electricity-market licensing framework, electricity generation generally requires a preliminary license followed by a generation license after the applicable development-stage obligations have been completed. EMRA expressly confirms this structure in its licensing guidance.

Why Wind Farm Acquisitions Require Specialized Due Diligence

A conventional corporate due diligence exercise is not sufficient for a wind farm.

The buyer must determine whether the project company legally owns or controls all the rights necessary to generate electricity for the expected remaining life of the investment.

This requires corporate lawyers, energy regulatory counsel, technical advisers, environmental specialists, tax advisers, and finance counsel to coordinate their findings.

For example, a technical adviser may conclude that the turbines can operate for another 15 years. That conclusion has limited value if a critical land lease expires in five years or if the project company’s grid rights are subject to an unresolved regulatory problem.

Legal and technical due diligence must therefore be integrated.

1. Verify the EMRA Generation License

The first critical document is the project’s generation license.

The buyer should independently verify:

• license holder;
• generation source;
• installed capacity;
• facility location;
• license term;
• commissioning information;
• amendments;
• additional units;
• storage components, if any;
• current regulatory status.

EMRA maintains public information concerning electricity licenses, including effective and cancelled preliminary and generation licenses.

The investor should compare this regulatory information with the seller’s data room and the physical configuration of the project.

A mismatch can indicate an undisclosed licensing issue.

2. Investigate the Preliminary-License History

An operational wind farm may have completed its preliminary-license stage years ago, but that history should not be ignored.

The preliminary-license period is when essential project development rights are assembled.

EMRA explains that a preliminary license enables the project company to obtain the approvals, permits, licenses, and similar rights required before the generation investment progresses to full licensing.

The buyer should therefore investigate whether the project company properly completed the relevant preliminary-license obligations.

Historical irregularities involving shareholders, permits, land rights, project configuration, or regulatory deadlines may create residual risk.

3. Check Historical Share Transfers

A foreign buyer purchasing shares in a wind project company inherits the company’s corporate history.

Due diligence should reconstruct previous direct and indirect shareholder changes.

This is particularly important where the project changed owners during the development stage.

The review should identify whether previous transactions required EMRA approval, notification, amendment, or another regulatory procedure and whether those obligations were completed correctly.

A current license does not necessarily prove that every historical ownership transaction was compliant.

4. Analyze the Proposed Change of Control

The buyer must also analyze its own acquisition.

The transaction may involve:

Foreign Investor → Holding Company → Turkish Wind Project SPV

Even where the Turkish project’s direct shareholder remains unchanged, an acquisition higher in the corporate structure may alter ultimate ownership or control.

The transaction should therefore be reviewed under the Electricity Market Licensing Regulation before signing and again before closing.

EMRA’s current licensing materials specifically include procedures and documentation concerning amendments, mergers, demergers, facility or project transfers, and regulatory notifications.

5. Verify Wind Resource and Measurement History

Wind projects have a distinctive development history.

EMRA’s licensing materials provide specific procedures for wind and solar preliminary-license applications, including technical evaluation and capacity-allocation considerations.

Foreign buyers should compare historical wind-resource assumptions with actual operational performance.

Although wind-resource assessment is primarily technical, it can become a legal issue where seller representations, financial models, or transaction warranties materially overstate historical generation.

If the seller represented that the project consistently achieved particular production levels, those representations should be tested against actual generation records.

6. Confirm Grid Connection Capacity

For a wind project, grid rights can be among the most valuable assets in the transaction.

The buyer should examine:

• connection opinion;
• connection point;
• transmission or distribution capacity;
• connection agreement;
• system-use agreement;
• network reinforcement;
• transmission facilities;
• commissioning documentation;
• curtailment history;
• grid disputes.

A project with 100 MW of installed turbine capacity does not necessarily have unrestricted ability to export that entire amount under every circumstance.

The buyer must understand the actual legal and technical grid position.

7. Investigate Connection-Related Disputes

The data room should disclose all correspondence with TEİAŞ, the relevant distribution company, and EMRA concerning connection matters.

Potential disputes may involve capacity, connection point, reinforcement works, system-use charges, technical compliance, commissioning, or network restrictions.

A pending connection dispute can affect financing and valuation even where the turbines are already operational.

The SPA should therefore contain specific representations concerning the absence of undisclosed grid disputes.

8. Examine Curtailment Risk

Foreign investors frequently focus on theoretical annual generation while underestimating curtailment and system constraints.

Legal due diligence should review contractual and regulatory documentation relevant to dispatch, system use, and grid restrictions.

Technical advisers should separately analyze actual curtailment history.

The two workstreams should then be reconciled.

If the financial model assumes substantially higher electricity exports than historical grid conditions support, the acquisition price may need reconsideration.

9. Verify Every Turbine Location

Wind farms can extend over very large geographical areas.

Each turbine, access road, underground cable, overhead line, transformer, substation, meteorological facility, and auxiliary installation should be mapped against the project’s legal land rights.

The buyer should verify whether the project company owns the relevant land or holds legally sufficient usage rights.

This is one of the areas where apparently minor defects can become serious post-closing problems.

10. Check Title Deeds and Encumbrances

For owned land, review the land registry records for:

• mortgages;
• attachments;
• easements;
• usufruct rights;
• annotations;
• third-party rights;
• pending litigation;
• restrictions.

The buyer should also confirm that the legal cadastral boundaries correspond with the actual project layout.

A turbine partly located outside the legally controlled project area can create substantial complications.

11. Examine Leases Carefully

Wind farms frequently use private land under long-term lease arrangements.

Every material lease should be checked for duration, renewal, rent adjustment, termination, assignment, change of control, access rights, construction rights, and lender protections.

A particularly important question is whether the remaining lease period covers the expected operating life of the turbines.

If not, the buyer may need to negotiate extensions before closing.

12. Review Expropriation and Public-Land Rights

Some renewable energy projects rely on expropriation, easement, lease, or other rights involving public property.

The buyer should determine precisely which rights have been established, their duration, geographical scope, and whether compensation or other obligations remain outstanding.

The project should not be valued as though it owns land that it merely has a limited statutory right to use.

13. Check Access Roads

A wind farm can become commercially impaired even if every turbine parcel is legally secure but the company lacks reliable access.

Due diligence should therefore identify legal rights over roads used for:

• turbine maintenance;
• heavy equipment;
• crane access;
• emergency access;
• component replacement.

Informal access arrangements with neighboring landowners create avoidable risk.

14. Review Environmental Approvals

Wind power is renewable energy, but wind farms can still face substantial environmental-law issues.

Depending on the project, concerns may include environmental assessment, protected areas, forests, wildlife, birds and bats, noise, archaeological areas, and local environmental obligations.

The buyer should examine both the original environmental approvals and subsequent project modifications.

A capacity increase or turbine relocation may require additional analysis.

15. Investigate Local Community Disputes

Wind projects sometimes face objections from nearby residents, landowners, municipalities, environmental organizations, or other stakeholders.

The buyer should search for pending administrative cases and civil disputes concerning:

• environmental approvals;
• zoning;
• construction permits;
• land rights;
• expropriation;
• noise;
• access.

A project may be fully operational while still facing litigation capable of affecting future operations.

16. Review Zoning and Construction Documentation

The legal team should verify that the constructed facility corresponds to the approved development documentation.

This includes turbines, substations, control buildings, roads, and other permanent installations where relevant.

Unauthorized modifications should be identified before closing.

The fact that equipment has operated for years does not automatically eliminate regulatory exposure.

17. Examine the Turbine Supply Agreement

The turbine supply agreement can contain substantial remaining value.

The buyer should review:

• turbine model;
• warranty periods;
• performance warranties;
• availability guarantees;
• defect obligations;
• serial numbers;
• manufacturer liability;
• software rights;
• spare parts;
• warranty transfer.

Some warranty rights may require consent or notification following a change of control.

18. Review Long-Term Service Agreements

Wind projects often depend heavily on long-term maintenance arrangements with turbine manufacturers or specialist service providers.

The legal review should cover:

• service term;
• annual fees;
• indexation;
• availability guarantees;
• exclusions;
• response times;
• major component replacement;
• spare parts;
• termination;
• change-of-control clauses.

A highly favorable service contract can materially increase project value. Conversely, an expensive or easily terminable contract may represent a hidden liability.

19. Investigate Major Turbine Failures

Technical due diligence should identify blade damage, gearbox failures, generator problems, tower issues, foundation defects, and other major historical failures.

The legal team should then investigate whether warranty or insurance claims were made.

An unresolved dispute with the turbine supplier can become the buyer’s problem after a share acquisition.

The SPA should therefore address all outstanding technical claims.

20. Review EPC Claims

Where the project was developed under an EPC structure, determine whether final completion was properly achieved.

Check:

• taking-over certificates;
• final acceptance;
• delay claims;
• liquidated damages;
• defects;
• performance testing;
• retention amounts;
• bank guarantees.

Do not assume that old construction disputes are irrelevant simply because the wind farm is operational.

21. Verify YEKDEM Status and Revenue Assumptions

Where the financial model relies on YEKDEM, the buyer should independently verify the project’s legal position.

For participation in YEKDEM during 2026, EMRA required qualifying generation-license holders to submit their applications electronically no later than December 1, 2025, because November 30 fell on a non-working day.

The buyer should therefore verify actual participation and applicable support rights rather than relying on an Excel model provided by the seller.

Revenue assumptions should be tied to documentary evidence.

22. Review Electricity Sales Arrangements

Not all project revenue necessarily comes through a support mechanism.

The project may have bilateral electricity sales arrangements, market participation structures, balancing obligations, or other commercial arrangements.

Review pricing, duration, termination rights, security, settlement, and change-of-control clauses.

If a favorable power sale arrangement terminates automatically following acquisition, the buyer’s financial model may no longer be accurate.

23. Check Project Financing

Wind projects frequently carry substantial secured debt.

The buyer should review:

• facility agreements;
• repayment schedule;
• interest;
• financial covenants;
• reserve accounts;
• hedging;
• events of default;
• prepayment;
• change-of-control clauses.

A foreign buyer may need lender consent before acquiring the project company.

EMRA compliance does not replace lender consent.

24. Map All Security Interests

The project may be subject to a sophisticated security package, including share pledges, mortgages, account pledges, receivables assignments, insurance assignments, and other collateral.

The buyer should understand which securities remain effective after closing.

If debt will be repaid as part of the transaction, release mechanics should be incorporated into the closing process.

25. Investigate EMRA Compliance History

Request all material correspondence between the project company and EMRA.

The review should cover:

• investigations;
• administrative fines;
• warnings;
• license amendments;
• reporting issues;
• previous ownership changes;
• regulatory applications.

EMRA itself warns in its licensing materials that electricity-market legislation can change over time and recommends reviewing the current version of applicable rules.

This is particularly important for a transaction closing in 2026.

26. Check Litigation and Enforcement Files

The buyer should search for pending or threatened proceedings involving the project company.

Relevant cases may concern landowners, contractors, turbine manufacturers, employees, tax authorities, municipalities, EMRA, TEİAŞ, distribution companies, or lenders.

The investor should also determine whether project assets are subject to attachment or enforcement measures.

A share acquisition transfers the economic consequences of these disputes to the buyer.

27. Review Tax and Public Liabilities

Corporate tax, VAT, withholding obligations, property-related liabilities, public receivables, and tax audits should form part of the transaction review.

Historical tax exposure can survive the change of shareholders.

Where material uncertainty exists, the buyer should consider a specific tax indemnity rather than relying solely on general representations.

28. Check Insurance and Claims History

Wind turbines are high-value infrastructure assets exposed to fire, lightning, machinery breakdown, extreme weather, and business-interruption risks.

The buyer should review the current policies, exclusions, deductibles, insured values, and claims history.

Change-of-control notification requirements should also be checked.

A technically damaged turbine combined with inadequate insurance can create a significant acquisition loss.

29. Analyze 2026 Regulatory Compliance at Closing

The buyer should not rely solely on a due diligence report prepared months before closing.

Turkey’s electricity-market framework continues to evolve. EMRA maintains current licensing rules, license information, YEKDEM documentation, and regulatory procedures through its electricity-market resources.

Accordingly, regulatory compliance should be refreshed shortly before completion.

This is particularly important for long-signing-to-closing transactions involving foreign regulatory approvals, financing, or competition clearance.

30. Protect the Buyer Through the SPA

Due diligence findings should be converted into contractual protection.

The SPA should contain project-specific representations covering licensing, grid connection, land rights, environmental approvals, turbine warranties, YEKDEM, financing, litigation, taxation, and regulatory compliance.

Material known risks may require specific indemnities.

The buyer may also require escrow, holdback, deferred consideration, or purchase-price adjustment.

31. Use Conditions Precedent for Critical Defects

Some risks should be resolved before ownership changes.

Potential conditions precedent include:

• required EMRA procedure;
• lender consent;
• competition clearance;
• release of security;
• renewal of critical leases;
• resolution of material grid issues;
• required third-party consent;
• correction of licensing discrepancies.

Where a defect threatens the project’s fundamental right to operate, an indemnity may not provide sufficient protection.

32. Prepare a Post-Closing Compliance Calendar

After closing, the foreign buyer should immediately review regulatory notifications, board and signatory changes, lender requirements, insurance notifications, contractual consents, EMRA filings, and internal compliance systems.

The investor should also establish a recurring calendar for license, regulatory, environmental, land, insurance, and contractual deadlines.

Good acquisition due diligence should therefore end with a post-closing compliance plan, not merely a closing checklist.

The Most Dangerous Hidden Risks for Foreign Buyers

The risks that deserve the greatest attention are not necessarily those visible from the balance sheet.

A wind project may appear profitable while concealing:

defective grid rights, expiring land rights, historical licensing violations, unresolved turbine defects, adverse environmental litigation, lender change-of-control restrictions, incorrect YEKDEM assumptions, undisclosed curtailment, or regulatory non-compliance.

These issues can materially change project valuation.

For this reason, the buyer should investigate the legal foundations supporting future cash flow rather than focusing only on historical financial performance.

Frequently Asked Questions

1. Can a foreign company acquire a wind power plant in Turkey?

Yes. Foreign investors can participate in Turkish renewable-energy transactions, subject to the corporate, energy, competition, financing, land, regulatory, and other requirements applicable to the particular transaction.

2. Should a foreign buyer purchase the shares or assets of the wind project?

It depends on the project. Share acquisitions may preserve licenses, contracts, financing arrangements, and project continuity but also expose the buyer economically to historical company liabilities. Asset transactions can create separate regulatory, transfer, tax, land, and contractual issues.

3. How can a buyer verify the wind farm’s generation license?

The project’s documentation should be compared with current EMRA license information and the complete regulatory file. EMRA maintains information concerning effective and cancelled electricity licenses.

4. Is grid capacity part of wind farm due diligence?

Yes. Connection capacity, connection point, connection and system-use agreements, reinforcement obligations, curtailment history, and pending TEİAŞ or distribution-company disputes can materially affect valuation.

5. Why are land rights particularly important for wind farms?

Wind farms often cover numerous parcels and require rights not only for turbines but also roads, cables, substations, transmission facilities, and maintenance access. A defect affecting one strategically important parcel can disrupt the entire project.

6. Should YEKDEM status be independently verified?

Yes. Where YEKDEM forms part of the valuation, the buyer should verify actual eligibility, application status, and participation documentation rather than relying exclusively on seller representations. For 2026 participation, EMRA set the application deadline at December 1, 2025.

7. Can an old turbine defect become the new owner’s liability?

Economically, yes, particularly in a share acquisition. The buyer should investigate warranty, EPC, service, and insurance claims relating to historical defects and allocate unresolved liabilities through the SPA.

8. Does a foreign acquisition require EMRA approval?

It depends on the transaction structure, target’s regulatory status, direct or indirect ownership changes, and applicable rules. The regulatory analysis should be completed before signing and refreshed before closing.

9. What are the biggest red flags when buying a Turkish wind farm?

Major red flags include license inconsistencies, insecure grid rights, expiring land agreements, unresolved environmental litigation, undisclosed curtailment, serious turbine defects, historical EMRA violations, lender security, incorrect revenue assumptions, and missing change-of-control consents.

10. When should legal due diligence begin?

Ideally before the investor becomes unconditionally committed to the transaction. Early due diligence allows risks to be reflected in valuation, conditions precedent, warranties, indemnities, escrow arrangements, and termination rights.

Legal Support for Wind Power Plant Acquisitions in Turkey

Acquiring a wind power plant in Turkey requires more than confirming that the turbines are operational and the project company holds a generation license. The buyer must establish that EMRA licensing, grid connection, land rights, environmental approvals, turbine contracts, YEKDEM revenues, financing, security, and corporate compliance remain legally secure after closing.

Fırat Fesih Kaya provides legal assistance to foreign renewable-energy companies, infrastructure funds, international investors, wind developers, utilities, lenders, project sponsors, and strategic buyers concerning wind power plant acquisitions, renewable energy M&A, EMRA regulatory due diligence, change-of-control procedures, grid connection disputes, project finance, SPA negotiations, and post-closing compliance in Turkey.

A carefully structured legal due diligence process can identify hidden risks before the purchase price is paid and convert manageable issues into conditions precedent, specific warranties, indemnities, escrow mechanisms, or price adjustments.

For a case-specific legal assessment concerning a wind power plant acquisition or renewable-energy investment in Turkey, you may contact our office.

Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yıldırım Tower No: 148, 06520 Balgat, Çankaya, Ankara, Turkey