Foreign Investor Buys an Office Building in Turkey With Existing Tenants: Legal Due Diligence Guide – 2026 Updated Guide

Foreign investors buying an office building with existing tenants in Turkey should review leases, rent payments, eviction rights, title, permits and building liabilities before closing.

Buying an office building with existing tenants in Turkey can provide immediate rental income and reduce the risks of an empty investment. However, occupied commercial property also creates legal and financial obligations that a foreign investor must investigate before completing the purchase.

After closing, the buyer may become the new landlord and inherit existing lease relationships, security deposits, tenant claims, maintenance responsibilities, unpaid rent problems and disputes concerning the building.

A profitable-looking office building may contain below-market leases, unauthorized subtenants, missing permits, unpaid service charges, unresolved repair claims or tenants with strong renewal rights. This 2026 updated guide explains the principal due diligence checks for foreign investors.

Does the Lease Continue After the Building Is Sold?

In many cases, the sale of the office building does not automatically end valid tenant leases. The buyer may step into the landlord’s position and become responsible for respecting existing contractual and statutory tenant rights.

The buyer should not assume that ownership creates an immediate right to remove tenants. Eviction, termination, rent increases and recovery of possession depend on the lease, payment status, notice requirements, permitted grounds and applicable procedures.

The purchase agreement should clearly state whether the building will be acquired:

• With all tenants remaining;
• With selected tenants remaining;
• With vacant possession;
• Subject to a rent collection transition;
• With the seller responsible for certain pre-closing disputes.

Asset Purchase or Share Acquisition?

In an asset purchase, the foreign investor buys the office building directly. The buyer can review the property and leases separately, but must ensure that all leases, deposits, building contracts and tenant rights are properly transferred and documented.

In a share acquisition, the investor buys the company that owns the office building. The leases may remain with the company, but the buyer may also inherit historic tax, maintenance, employment, litigation, environmental and corporate liabilities.

A share purchase requires a broader review of the company’s records, bank accounts, lawsuits, debts and prior transactions.

Tenant and Lease Due Diligence

1. Obtain Every Lease Agreement

The buyer should request all signed leases, amendments, side agreements, renewal documents, payment arrangements and written promises made to tenants.

A rent schedule prepared by the seller is not enough. Every lease should be compared with the actual tenant list and building occupancy.

2. Verify the Tenant’s Legal Identity

Confirm the legal name, registration details, signing authority and address of every corporate tenant. The person who signed the lease may not have had proper authority.

3. Check the Actual Occupant

The company named in the lease may not be the company using the office. The buyer should identify related companies, employees, subtenants, contractors and other occupants.

4. Review Lease Terms and Expiry Dates

Prepare a schedule showing the start date, expiry date, renewal options, notice periods, permitted use, rent amount, deposit, guarantees and termination rights for each tenant.

5. Investigate Renewal Rights

Some tenants may have contractual or legal renewal protections. The buyer should determine whether a lease will automatically continue and whether the tenant can resist termination.

6. Check Rent Payment History

Review bank statements, invoices, rent ledgers and payment confirmations. A tenant who appears current may have delayed payments, partial payments or undocumented payment arrangements.

7. Identify Rent Arrears

All unpaid rent, service charges, utilities, taxes and repair expenses should be calculated before closing. The agreement must determine whether the seller or buyer receives and collects pre-closing receivables.

8. Review Rent Increase Clauses

Check the rent-adjustment formula, currency, indexation method, review dates and limitations. The buyer should not assume that the rent can immediately be increased to market level.

9. Check Security Deposits

Prepare a tenant-by-tenant list of cash deposits, bank guarantees, insurance guarantees and personal or corporate guarantees. The purchase agreement should regulate their transfer and future use.

10. Investigate Tenant Creditworthiness

Review the tenant’s payment reliability, business status, bankruptcy or liquidation indicators, enforcement records and ability to continue paying rent.

11. Search for Tenant Disputes

Ask the seller to disclose lawsuits, mediation files, enforcement proceedings, repair claims, rent disputes, termination notices and complaints involving each tenant.

12. Check Unauthorized Subleases

A tenant may have sublet part of the office or allowed another company to occupy it. Unauthorized subletting can create possession and eviction complications.

13. Review Tenant Fit-Outs and Alterations

Inspect partitions, server rooms, signage, security systems, kitchens, flooring, electrical installations and other tenant works. The lease should determine who owns them and who must restore the property.

14. Check Handover and Restoration Obligations

The buyer should know what condition each tenant must provide at the end of the lease and whether previous alterations were approved.

15. Review Service Charges and Common Expenses

Office buildings often generate expenses for security, cleaning, elevators, heating, cooling, parking, maintenance and building management. Determine whether these costs are recoverable from tenants and whether any balances are unpaid.

16. Examine Property Management Contracts

Review contracts with building managers, security companies, cleaning providers, maintenance firms and facility operators. Check their terms, termination rights and unpaid invoices.

17. Review Tenant Data and Confidentiality Risks

The seller may hold tenant identification, employee, financial and access-control information. The buyer should ensure that tenant information is transferred and used lawfully.

Title and Property Due Diligence

18. Confirm Ownership of the Building

Check that the seller owns the land, office units, common areas and parking spaces included in the sale.

19. Verify the Land Share and Independent Units

Office buildings may contain separately registered units with different owners, land shares and use rights. The buyer should verify the exact units included in the transaction.

20. Check Mortgages, Attachments and Restrictions

Search for mortgages, enforcement attachments, injunctions, easements, leases, sale promises, public restrictions and other title annotations.

21. Investigate Co-Ownership and Third-Party Rights

Confirm that no co-owner, inheritance claimant, tenant or other third party has a right that may affect the sale or future possession.

22. Review Zoning and Office Use

Verify that the building is legally approved for office use and that any retail, storage, meeting, educational, medical or other activities carried out by tenants are permitted.

23. Check Building and Occupancy Permits

Review construction permits, amendments, occupancy authorization and approved plans. Missing or inconsistent approvals may affect insurance, financing, tenant operations and resale.

24. Compare Approved Plans With the Actual Building

Check whether the building contains unauthorized floors, enclosed terraces, converted common areas, additional rooms, unapproved signs or altered entrances.

25. Inspect Structural and Fire Safety

A technical inspection should review structural condition, earthquake resistance, fire exits, alarm systems, elevators, emergency routes, electrical systems and mechanical installations.

26. Review Common Areas and Building Management

Determine ownership and use rights concerning lobbies, elevators, parking, meeting rooms, terraces, technical areas, security points and other shared spaces.

27. Check Utility Capacity and Outstanding Debts

Review electricity, water, heating, cooling, telecommunications, elevator maintenance and other utility arrangements. Confirm whether the building has unpaid utility or service debts.

28. Investigate Public Project and Expropriation Risks

Check whether roads, public facilities, infrastructure projects, protected areas or other public decisions may affect the building, access or future development.

29. Review Insurance and Previous Damage

Obtain insurance policies and claim histories. Investigate fire, earthquake, flood, water leakage, elevator accidents and structural damage.

30. Protect the Closing With Warranties and Indemnities

The purchase agreement should include seller warranties concerning ownership, leases, rent, deposits, permits, disputes, taxes, building condition, environmental issues and unauthorized construction.

The buyer should also consider escrow, price retention, conditions precedent and indemnities for undisclosed tenant or property liabilities.

Can the New Owner Evict Existing Tenants?

Not automatically. The buyer should first classify each tenancy and determine whether there is:

• Nonpayment;
• Unauthorized use;
• Unauthorized sublease;
• Expired lease;
• A valid termination clause;
• A genuine need for possession;
• Serious tenant breach;
• A mutual termination possibility.

A tenant cannot generally be removed simply because the office building has been sold. Attempting to change locks, cut utilities or block access may expose the new owner to claims.

Can Rent Be Increased After Purchase?

The buyer may have rent-adjustment rights, but these are controlled by the lease, applicable legal rules, review dates and mandatory limitations.

The buyer should compare:

• Current rent;
• Market rent;
• Contractual increase formula;
• Currency clause;
• Previous increases;
• Renewal date;
• Dispute history.

A sudden unilateral increase may lead to litigation and damage the building’s rental reputation.

What Happens to Security Deposits?

The buyer should obtain a complete record of every deposit and guarantee. The sale agreement should confirm:

• The amount transferred;
• The date of transfer;
• The tenant’s right to repayment;
• The circumstances allowing use;
• Responsibility for pre-closing damage;
• Responsibility for post-closing claims.

A buyer should not use a tenant’s deposit to cover the seller’s unrelated debt.

Foreign Investor Considerations

A foreign investor should also review:

• Corporate acquisition authority;
• Powers of attorney;
• Translation requirements;
• Bank and tax arrangements;
• Foreign ownership eligibility;
• Financing conditions;
• Insurance requirements;
• Property management transition;
• Communication with tenants after closing.

Lawyer Fırat Fesih Kaya can assist with tenant schedules, lease analysis, title review, permit checks, purchase agreements and closing negotiations for foreign investors.

2026 Closing Checklist

Before completing the purchase, the foreign investor should obtain:

• All leases and amendments;
• A verified tenant list;
• Rent and payment records;
• Deposit and guarantee documents;
• Litigation and enforcement information;
• Title and encumbrance records;
• Zoning and permit documents;
• Building inspection reports;
• Service and management contracts;
• Tax and utility records;
• Insurance policies;
• Seller warranties and indemnities.

No tenant or property information should be excluded from the transaction merely because it appears commercially inconvenient.

Conclusion

Buying an office building with existing tenants in Turkey can generate immediate rental income, but it also transfers significant legal and management responsibilities to the foreign investor.

The buyer should investigate every lease, payment, deposit, tenant dispute, building permit, title restriction, service contract and physical defect before closing. A detailed purchase agreement should allocate pre-closing liabilities and protect the buyer against undisclosed claims.

Frequently Asked Questions (FAQ)

1. Do existing leases continue after an office building is sold in Turkey?

They may continue. The buyer should review each lease and generally should not assume that the sale automatically ends tenant rights.

2. Can a foreign buyer immediately evict the tenants?

Usually not merely because the property was purchased. Eviction requires a valid contractual or legal ground and the correct procedure.

3. What should the buyer request from the seller?

The buyer should request all leases, amendments, payment records, deposits, guarantees, disputes, permits, title records, service contracts and building reports.

4. Who receives rent after the sale?

The purchase agreement should determine the allocation of rent due before and after closing and notify tenants of the new payment instructions.

5. Who is responsible for returning tenant deposits?

This should be regulated in the purchase agreement. The buyer may assume future landlord obligations, while the seller may remain responsible for pre-closing claims.

6. Can the new owner increase rents to market value?

Not necessarily. Rent increases depend on the lease, review date, applicable limitations and the tenant’s legal rights.

7. What if a tenant is behind on rent?

The buyer should determine whether the seller will collect the arrears or whether the buyer will receive an assignment of the claim. The debt must be documented carefully.

8. What if a tenant has sublet the office without permission?

Unauthorized subletting may create termination or recovery options, but the lease and applicable procedure must be reviewed before action is taken.

9. Can the buyer rely on the seller’s rent roll?

No. The rent roll should be verified against signed leases, bank payments, invoices, tenant confirmations and physical occupancy.

10. Does a foreign investor need a lawyer before buying an occupied office building?

Professional legal assistance is strongly recommended because the transaction combines property, lease, permit, title, tax, management and litigation risks.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support

Foreign investors purchasing occupied office buildings need detailed legal due diligence before assuming landlord responsibilities. Fırat Fesih Kaya Law Office provides legal support in office-building acquisitions, tenant and lease review, rent disputes, eviction risks, title checks, zoning, permits and purchase agreements throughout Turkey and abroad.

For a case-specific legal assessment, contact our office:

Lawyer: Fırat Fesih Kaya
Call: +90 312 434 22 22
WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Office: Mevlana Boulevard No:221, Yildirim Tower, Office No:148, Balgat, Cankaya, Ankara, Turkey