Solar Power Plant Acquisition in Turkey: Complete Legal Due Diligence Checklist – 2026 Updated Guide

Planning to acquire a solar power plant in Turkey? This 2026 legal due diligence guide explains EMRA licenses, unlicensed solar projects, grid connection, YEKDEM, land rights, permits, EPC risks, project finance, corporate liabilities, and M&A protections for foreign investors.

Acquiring a solar power plant in Turkey can provide foreign investors with access to an established renewable-energy market, operational generation assets, development-stage projects, and long-term infrastructure opportunities. However, the acquisition of a Turkish solar power plant should never be treated as an ordinary purchase of land, equipment, or company shares.

The real investment consists of an interconnected package of regulatory rights, grid access, land rights, permits, generation assets, contracts, revenues, financing arrangements, and corporate obligations.

A defect in any one of these components can materially reduce the value of the project.

For this reason, comprehensive legal due diligence should be completed before a foreign investor signs an unconditional share purchase agreement or transfers the purchase price.

Turkey’s electricity generation framework is principally based on Electricity Market Law No. 6446 and the regulations administered by the Energy Market Regulatory Authority (EMRA). For licensed generation, EMRA confirms that the regulatory process generally involves a preliminary license followed, after completion of the applicable obligations, by a generation license.

The following checklist identifies the principal legal issues that foreign investors should investigate when acquiring a Turkish solar power project in 2026.

1. Determine Whether the Solar Project Is Licensed or Unlicensed

This should be the first question in every solar acquisition.

Turkey has both licensed and unlicensed electricity-generation structures.

For licensed projects, the investor should determine whether the target holds a preliminary license or a generation license. EMRA defines the preliminary license as the authorization allowing the project company to obtain the approvals, permits, licenses, and similar rights necessary before investment proceeds to the generation-license stage.

Unlicensed generation projects operate under a separate regulatory framework. EMRA currently maintains the Unlicensed Electricity Generation Regulation, application documentation, distribution-system connection agreements, system-use agreements, application fees, and settlement procedures applicable to this market.

A buyer should never apply a licensed-project acquisition checklist mechanically to an unlicensed solar project.

2. Verify the Generation License Independently

Where the project is licensed, the buyer should verify the regulatory position independently rather than relying exclusively on documents supplied by the seller.

The review should establish the license holder, facility location, generation source, installed capacity, license period, amendments, auxiliary sources or storage components where applicable, and current status.

The physical plant should then be compared against the regulatory documentation.

A discrepancy between the actual facility and the licensed project can indicate that an amendment or other regulatory procedure was overlooked.

3. Review the Preliminary-License History

Even where the plant currently holds a generation license, the preliminary-license history can reveal important problems.

The buyer should investigate whether the project company completed its preliminary-license obligations correctly and whether material changes occurred during the development period.

Particular attention should be given to historical shareholder changes, project amendments, capacity modifications, site changes, and regulatory correspondence.

An operational project can still contain legacy compliance risks originating years before the proposed acquisition.

4. Conduct Full Corporate Due Diligence

If the investor purchases shares in the Turkish project company, it acquires the company together with its historical liabilities.

The corporate review should examine:

• incorporation documents;
• articles of association;
• share ledger;
• trade registry records;
• capital structure;
• shareholder agreements;
• board resolutions;
• powers of attorney;
• beneficial ownership;
• historical capital increases;
• previous share transfers.

The buyer should reconstruct the ownership history rather than simply reviewing the current shareholder certificate.

5. Investigate Direct and Indirect Ownership

Foreign solar investments frequently use multi-level holding structures.

For example:

International Fund → European Holding Company → Turkish Holding Company → Solar SPV

The due diligence should identify ultimate ownership and any historical direct or indirect control changes relevant to energy regulation.

This becomes particularly important where the acquisition itself changes control of the licensed project company.

The proposed M&A structure should be checked against current EMRA requirements before closing.

6. Verify Grid Connection Rights

Grid access can be as valuable as the generation equipment itself.

The buyer should examine:

• connection opinion;
• connection point;
• allocated capacity;
• connection agreement;
• system-use agreement;
• transmission or distribution connection;
• outstanding construction obligations;
• network reinforcement requirements;
• pending connection disputes.

A seller’s statement that the project “has grid capacity” is not sufficient.

The underlying documents should demonstrate precisely how much capacity exists, where the facility connects, under what conditions, and whether those rights remain effective after the acquisition.

7. Review Current TEİAŞ Requirements

Projects connected to the transmission system require particular attention to TEİAŞ requirements.

TEİAŞ confirms that producers seeking their initial system-use agreement apply after completing the works specified in the facility agreement incorporated into the connection arrangements, and applications are assessed under the Connection and System Use Regulation and Grid Regulation.

Foreign buyers should therefore determine whether all outstanding connection works and commissioning obligations have actually been completed.

8. Check 2026 Transmission Costs

The acquisition model should use current grid-related costs rather than historic figures.

TEİAŞ announced that the 2026 transmission system-use and system-operation tariffs were approved by EMRA Board Decision No. 14204 dated December 30, 2025 and became effective on January 1, 2026.

These costs should be incorporated into the buyer’s financial model where applicable.

A due diligence report that confirms legal title but ignores recurring regulated network costs is incomplete from an investment perspective.

9. Examine Land Ownership

A solar plant can occupy a substantial area.

The buyer should identify every parcel used by the project and verify:

• registered owner;
• title deed;
• cadastral boundaries;
• mortgages;
• attachments;
• annotations;
• easements;
• usufruct rights;
• access rights;
• litigation.

The legal boundaries should also be compared with the physical solar installation.

Panels, transformers, roads, substations, and transmission infrastructure should not inadvertently occupy land over which the project company lacks adequate rights.

10. Review Lease Agreements

Many solar facilities operate on leased rather than owned land.

The investor should determine whether the lease term is sufficiently long for the remaining economic life of the plant.

The agreement should also be examined for:

• termination rights;
• rent escalation;
• change-of-control provisions;
• assignment;
• renewal;
• default;
• access;
• construction rights;
• lender protections.

A plant with twenty years of expected operation but only a short remaining land lease presents an obvious valuation risk.

11. Check Agricultural, Forestry, and Zoning Restrictions

Land suitable for solar irradiation is not automatically suitable for legal development.

The buyer should investigate whether the project site is affected by agricultural protection, forestry status, protected areas, zoning limitations, cultural heritage, environmental restrictions, or public-property issues.

Historical permits should be reviewed rather than assuming that an operating facility could never have a land-law problem.

12. Review Construction and Development Permits

The data room should contain all material construction and development approvals.

Depending on the project, these may concern zoning, construction, occupancy, environmental procedures, access roads, electrical infrastructure, transformer facilities, and related public-authority approvals.

The investor should determine whether the permits correspond to the facility actually constructed.

Unauthorized modifications can create future administrative and regulatory exposure.

13. Review Environmental Compliance

Solar power is renewable, but it is not exempt from environmental regulation.

The buyer should examine the project’s environmental approvals and determine whether any environmental obligations remain outstanding.

Historical environmental complaints, administrative fines, soil issues, waste-management obligations, or decommissioning risks should also be investigated.

For large-scale acquisitions, environmental legal due diligence should be coordinated with technical environmental review.

14. Examine the EPC Contract

The engineering, procurement, and construction contract is one of the most important project documents.

The buyer should determine whether construction has reached final completion and whether any EPC claims remain open.

Review:

• performance guarantees;
• delay liquidated damages;
• workmanship warranties;
• module warranties;
• inverter warranties;
• performance-ratio guarantees;
• defect liability;
• acceptance certificates;
• outstanding punch-list items.

A project described as “operational” may still have substantial unresolved EPC claims.

15. Review Solar Module and Inverter Warranties

Equipment warranties can materially affect project value.

The buyer should verify whether warranties remain valid and transferable after the acquisition.

Particular attention should be given to manufacturer insolvency, warranty exclusions, degradation guarantees, replacement procedures, serial-number records, and claims already made.

The technical due diligence report should be cross-checked against the legal warranty documentation.

16. Examine the O&M Agreement

A poorly drafted operation and maintenance agreement can reduce generation performance after closing.

Review the remaining term, fees, availability guarantees, response times, maintenance obligations, spare parts, subcontracting, termination, liability caps, and change-of-control provisions.

The buyer should determine whether the O&M provider can terminate because ownership changes.

17. Verify Electricity Revenue Arrangements

The project’s revenue assumptions should be legally verified.

Depending on the project, electricity may be sold through market mechanisms, bilateral arrangements, support mechanisms, or other legally available structures.

The buyer should inspect all power sale arrangements and determine:

• counterparty;
• pricing;
• duration;
• termination;
• security;
• balancing responsibilities;
• change-of-control provisions.

Financial projections should never rely on revenue rights that cannot be demonstrated legally.

18. Verify YEKDEM Status

YEKDEM can be particularly important for renewable-generation economics.

For 2026, EMRA required generation-license holders seeking YEKDEM participation to submit their applications electronically by December 1, 2025, because the ordinary November 30 deadline fell on a non-working day. EMRA also required qualifying facilities to satisfy specified commissioning requirements.

The final 2026 YEK list was subsequently established by EMRA Board Decision No. 14181-1 dated December 30, 2025.

A buyer should therefore verify the project’s actual status rather than assuming YEKDEM participation from the seller’s financial model.

19. Check YEKDEM Documentation, Not Just Eligibility

A project may theoretically qualify for renewable support yet fail to appear in the applicable annual mechanism because of an application problem.

EMRA specifically stated for the 2026 process that no file-completeness notification would be provided and only complete applications would proceed to assessment.

Due diligence should therefore examine the actual application and final listing where YEKDEM revenues form part of the acquisition valuation.

20. Review Project Finance

Many Turkish solar plants are financed with secured debt.

The buyer should examine:

• loan agreements;
• outstanding principal;
• repayment schedule;
• interest;
• hedging;
• financial covenants;
• events of default;
• lender consent;
• change-of-control clauses.

The transaction may require lender approval even where the energy regulatory requirements have been satisfied.

21. Map the Security Package

Project-finance lenders may hold security over substantial parts of the investment.

The security package can include:

• share pledges;
• mortgages;
• account pledges;
• receivables assignments;
• insurance assignments;
• contractual security.

The buyer should determine what security will remain after closing and what must be released or amended.

Buying shares without understanding the lender’s enforcement rights can expose the investor to serious post-closing risk.

22. Check Taxes and Public Debts

The project company’s tax history should be investigated.

The review should cover corporate taxes, VAT, withholding obligations, property-related taxes, public receivables, and any tax inspections or disputes.

Public debts can also interact with enforcement measures against company assets.

Tax due diligence should therefore run alongside energy-regulatory due diligence.

23. Search for Litigation and Enforcement Proceedings

The buyer should identify pending and threatened disputes involving the project company.

Relevant matters may include:

• EMRA proceedings;
• TEİAŞ disputes;
• distribution-company disputes;
• EPC claims;
• land disputes;
• employee claims;
• tax litigation;
• enforcement proceedings;
• administrative cases.

A seller’s representation that there is “no material litigation” should be independently tested.

24. Check Administrative Fines and Regulatory Investigations

A valid generation license does not prove perfect regulatory compliance.

The buyer should request the target’s historical EMRA correspondence, inspection reports, administrative sanctions, defenses, warnings, and pending investigations.

An unresolved regulatory issue can become economically significant after closing even if the underlying conduct occurred during the seller’s ownership.

25. Verify Insurance Coverage

Insurance should be reviewed from both legal and technical perspectives.

Relevant policies may include property damage, machinery breakdown, business interruption, third-party liability, natural catastrophe, construction coverage, and other project-specific policies.

Check whether change of control requires insurer notification or consent.

The buyer should also review previous claims and rejected claims.

26. Conduct Technical-Legal Reconciliation

Legal and technical due diligence should not operate in separate silos.

Suppose the technical consultant identifies 52 MW of installed equipment but the regulatory documentation reflects a different authorized configuration.

That discrepancy must immediately be escalated to the legal team.

Similarly, if the legal team discovers that part of the project land is not covered by the lease, the technical team should identify which equipment occupies that parcel.

The most serious acquisition risks frequently appear between the legal and technical reports.

27. Check Storage Integration Carefully

Solar-plus-storage investments require an additional regulatory layer.

Turkey’s storage framework continued to develop during 2026. TEİAŞ published an updated version of the technical criteria and testing procedures governing electricity storage units and facilities used in ancillary services on July 3, 2026, replacing the earlier version.

A foreign investor acquiring a solar-plus-storage project should therefore verify the current technical and regulatory position rather than relying on documentation prepared under superseded criteria.

28. Review Planned Transmission Investments

Some projects depend on future grid infrastructure.

This creates construction and timing risk.

A notable 2026 development is TEİAŞ’s February 18, 2026 framework governing transmission investments to be constructed jointly by legal entities on behalf of TEİAŞ where new transmission infrastructure is necessary for generation facilities to connect to the system.

Where an acquisition depends on such future infrastructure, the buyer should identify responsibilities, costs, timing, reimbursement mechanisms, and completion risk before pricing the project.

29. Structure the SPA Around Due Diligence Findings

Solar-project SPAs should contain energy-specific protections rather than generic M&A warranties.

Depending on the findings, the agreement should address representations concerning:

• licenses;
• grid rights;
• land;
• permits;
• YEKDEM;
• installed capacity;
• EPC warranties;
• O&M arrangements;
• financing;
• litigation;
• regulatory compliance.

Material identified risks may require specific indemnities rather than relying on general warranties.

30. Use Conditions Precedent for Fundamental Risks

Some defects should be remedied before closing.

Possible conditions precedent include:

• EMRA approval or regulatory procedure;
• lender consent;
• competition clearance where applicable;
• release of security;
• resolution of a land defect;
• completion of a license amendment;
• confirmation of grid rights;
• required third-party consents.

Where the project’s fundamental regulatory right remains uncertain, postponing closing may be safer than accepting an indemnity.

31. Consider Purchase Price Protection

Not every due diligence issue requires abandoning the acquisition.

Quantifiable risks may be addressed through:

• escrow;
• holdback;
• deferred consideration;
• price adjustment;
• specific indemnity;
• earn-out mechanisms.

However, an issue threatening the generation license or grid connection should not be treated like an ordinary accounts-payable liability.

Those rights can determine whether the asset has any meaningful operating value.

32. Prepare a Post-Closing Compliance Plan

The acquisition is not complete when the purchase price is transferred.

The buyer should prepare a post-closing checklist covering corporate registrations, EMRA filings, regulatory notifications, lender requirements, insurance notifications, management changes, contract consents, and internal compliance procedures.

A new foreign owner should also implement an annual energy-regulatory calendar immediately after closing.

2026 Solar Acquisition Due Diligence Checklist

Before acquiring a Turkish solar power plant, the investor should be able to answer all of the following questions:

• Is the project licensed or unlicensed?
• Who legally owns the project company?
• Is the generation authorization valid?
• Does the actual facility match the regulatory documentation?
• Are grid connection rights secure?
• Are land rights sufficient for the remaining project life?
• Are environmental and construction permits valid?
• Are EPC warranties enforceable?
• Is the O&M agreement commercially acceptable?
• Is YEKDEM status independently verified?
• Are financing and security arrangements fully disclosed?
• Does the transaction require regulatory or lender consent?
• Are there pending regulatory investigations?
• Are there undisclosed lawsuits or public debts?
• Does the SPA allocate all identified risks appropriately?

If any answer remains uncertain, the issue should be resolved or contractually allocated before closing.

Frequently Asked Questions

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

Yes, subject to the applicable Turkish corporate, energy, investment, land, competition, financing, and regulatory requirements. The appropriate acquisition structure depends on the project.

2. Is it better to buy the project company’s shares or the solar plant assets?

There is no universal answer. A share acquisition can preserve the existing project company and contractual structure but may also transfer historical liabilities. An asset transaction can isolate certain risks but may create additional transfer, permit, land, tax, and regulatory issues.

3. How do I verify a solar plant’s generation license?

The license and regulatory position should be checked against current EMRA records and the complete licensing file rather than relying solely on a document provided by the seller. EMRA maintains its electricity licensing framework and procedures online.

4. Do unlicensed solar plants require different due diligence?

Yes. Unlicensed generation is governed by a separate regulatory framework that includes dedicated application, connection, system-use, settlement, and operating rules.

5. Is grid connection part of legal due diligence?

Absolutely. Connection capacity, connection point, agreements, system-use rights, reinforcement obligations, and disputes can materially affect the project’s value.

6. How should YEKDEM be checked for a 2026 acquisition?

The buyer should verify the project’s eligibility, application documentation, and inclusion in the applicable final list. EMRA published the final 2026 YEK list following Board Decision No. 14181-1.

7. What are the biggest hidden risks when buying a Turkish solar plant?

Major risks include defective grid rights, licensing discrepancies, insufficient land rights, unauthorized project changes, unresolved EPC defects, lender security, regulatory investigations, YEKDEM assumptions, tax liabilities, and historical corporate compliance failures.

8. Does buying the shares automatically transfer all project rights safely?

Not necessarily. Although the project company remains the holder of its assets and contracts, change-of-control provisions, EMRA requirements, lender consents, permit conditions, and contractual restrictions must still be reviewed.

9. Should due diligence be completed before signing the SPA?

Preferably, yes. Material findings can affect the price, transaction structure, representations, indemnities, conditions precedent, and the investor’s decision whether to proceed.

10. What documents should a foreign investor request first?

The initial data room should include the generation or regulatory authorization, corporate records, title deeds or leases, grid documents, permits, YEKDEM documentation, EPC and O&M contracts, financing and security documents, insurance policies, financial records, and all material regulatory correspondence.

Legal Support for Solar Power Plant Acquisitions in Turkey

The value of a Turkish solar power investment depends on considerably more than the photovoltaic equipment installed at the site. Generation rights, grid capacity, land, permits, YEKDEM position, project contracts, financing, security, and historical regulatory compliance must work together for the investment to remain legally and commercially secure.

Fırat Fesih Kaya provides legal assistance to foreign renewable-energy companies, infrastructure funds, institutional investors, solar developers, project sponsors, lenders, and strategic buyers concerning solar power plant acquisitions, renewable-energy M&A, EMRA regulatory due diligence, project-company acquisitions, grid connection rights, project finance, SPA negotiations, and post-closing compliance in Turkey.

For high-value acquisitions, early legal due diligence can reveal problems before the investor becomes contractually committed and can convert manageable risks into appropriate conditions precedent, warranties, indemnities, escrow arrangements, or purchase-price protections.

For a case-specific legal assessment of a proposed solar 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