Foreign Investor Buys a Commercial Property With an Unregistered Tenant in Turkey: Legal Risks (2026 Updated Guide)

A foreign investor buys commercial property in Turkey and discovers an unregistered tenant. Learn the risks involving lease agreements, eviction, rent payments, deposits, title transfer and due diligence.

A foreign investor purchasing commercial property in Turkey may discover that the premises are occupied by a tenant whose lease is not visible from the title deed records or was never disclosed during the transaction. This situation can create significant legal and financial problems, particularly where the investor purchased the property expecting immediate possession, redevelopment, personal commercial use or a vacant investment asset. The absence of a lease annotation or other registration at the Land Registry does not automatically mean that the occupier has no tenancy rights. The investor must determine whether a valid lease exists, when it was concluded, who signed it, what rent is payable, whether the new owner is bound by it and whether lawful grounds for termination or eviction exist.

Why Is an Unregistered Commercial Tenant a Risk?

The principal risk is that the buyer may acquire ownership but not immediate physical possession. If an existing occupier has a legally effective lease, purchasing the property does not necessarily allow the new owner simply to remove the tenant.

This can affect investment value, redevelopment plans, financing arrangements and expected rental income.

Does a Commercial Lease Have to Be Registered at the Land Registry?

Not every lease must appear on the title deed for the tenancy relationship to exist. A lease may therefore be legally relevant even though the investor did not see a lease annotation during an ordinary title search.

This is why physical and contractual due diligence should accompany title due diligence.

Does the Lease Continue After the Property Is Sold?

Under the general structure of Turkish lease law, acquisition of leased property can result in the purchaser becoming a party to the existing lease relationship.

Consequently, the investor should not assume that the sale automatically terminates the tenant’s rights.

The New Owner Should Obtain the Lease Immediately

Request the complete lease agreement and all amendments, protocols, extensions and correspondence.

Important provisions include the commencement date, duration, rent, rent-adjustment mechanism, deposit, termination provisions, permitted use and any special arrangements concerning improvements or subletting.

What If There Is No Written Lease?

The absence of a written contract does not automatically establish that the occupier is unlawfully using the property.

Payment records, correspondence, invoices, messages, accounting records and the conduct of the previous owner and occupier may become relevant when determining whether a tenancy relationship exists and on what terms.

Investigate When the Tenant Entered the Property

Timing can be critical. Determine whether occupation began before or after the sale agreement, deposit payment, title transfer or another relevant stage of the transaction.

If the seller placed a tenant in the property after promising vacant delivery, separate contractual claims against the seller may arise.

Check Who Signed the Lease

Verify whether the lease was signed by the registered owner, an authorized representative, company manager or another person.

Where authority is disputed, obtain the relevant powers of attorney, company records and other documents.

Verify the Tenant’s Identity

For a corporate tenant, identify the legal entity actually occupying the property.

The trade name displayed at the premises may differ from the company named in the lease. This can become important for rent claims, notices and eviction proceedings.

Conduct a Physical Inspection Before Closing

Foreign investors should never rely exclusively on photographs or statements that a commercial property is vacant.

A physical inspection can reveal employees, inventory, machinery, signage, customers or other evidence that the premises are occupied.

Ask for a Written Vacant-Possession Commitment

If vacant delivery is commercially essential, the purchase agreement should address it expressly.

The contract can regulate the required delivery condition, existing occupants, consequences of failure to deliver vacant possession and contractual remedies available to the buyer.

Seller Representations Are Important

The seller may represent that no leases, occupancy rights, subleases or other third-party rights exist except those disclosed to the buyer.

If that representation proves false, contractual liability may arise independently of the investor’s dispute with the tenant.

Can the New Foreign Owner Evict the Tenant Immediately?

Usually, ownership alone should not be treated as an automatic right to immediate eviction. The applicable termination and eviction grounds must be examined according to the nature of the lease and the facts.

Self-help measures can create substantial legal risk.

Do Not Change the Locks

A new owner should not attempt to solve the dispute by changing locks, removing inventory or physically preventing access without a lawful basis.

Commercial urgency does not replace the applicable legal procedure.

Do Not Disconnect Utilities to Force the Tenant Out

Using electricity, water, access systems or other services as pressure can create additional disputes and potential liability.

The owner should use legally recognized termination and eviction procedures.

New Owner’s Need May Become Relevant

Depending on the circumstances and applicable statutory requirements, acquisition of property because the new owner has a genuine qualifying need may create a route toward termination and eviction.

The precise statutory conditions, notice requirements and litigation periods must be evaluated carefully.

Commercial Need Must Be Genuine

Where the investor intends to use the premises for its own business, the factual basis should be documented.

A manufactured need created solely to remove a tenant can create problems during litigation.

Timing of Notices Is Critical

Lease disputes are highly deadline-sensitive. A foreign investor who discovers a tenant after acquisition should obtain legal advice immediately rather than waiting several months before determining the available termination route.

Missing a statutory period can substantially delay possession.

Existing Rent Arrears Should Be Investigated

Determine whether the tenant owes rent from before the acquisition.

The purchaser should distinguish claims belonging to the former owner from rent accruing after the transfer of ownership and review whether any receivables were assigned.

Where Should the Tenant Pay Rent After the Sale?

The new owner should notify the tenant of the ownership change and provide appropriate payment instructions.

Maintain written evidence of notification to prevent later disputes about payments made to the former owner.

What Happens to the Security Deposit?

The investor should determine whether the tenant paid a security deposit and where it is held.

The purchase documentation should expressly address transfer, credit or responsibility for existing deposits.

Check for Prepaid Rent

A tenant may claim that rent was paid months or years in advance to the seller.

Request evidence immediately. Prepayment arrangements can materially affect expected rental income and may create a separate claim against the seller.

Investigate Side Agreements

Commercial tenants and landlords sometimes sign protocols outside the main lease concerning renovations, rent-free periods, termination, fit-out costs or purchase options.

The investor should request disclosure of every related agreement.

Unauthorized Subletting Can Complicate the Case

The person physically occupying the premises may not be the original tenant.

Determine whether subletting, assignment or transfer of the business occurred and whether it was permitted under the lease and applicable law.

Check the Actual Use of the Property

Compare the tenant’s activities with the permitted use under the lease and the property’s legal status.

Unauthorized use may create lease, zoning, licensing or building-management problems.

Condominium and Management Rules Should Be Reviewed

For commercial units located in mixed-use buildings or shopping complexes, the management plan and building rules may restrict certain activities.

An investor acquiring the property also acquires the practical consequences of these restrictions.

Unauthorized Alterations Should Be Documented

Inspect whether the tenant removed walls, altered structural elements, installed machinery, changed façades or performed other modifications.

Photographs, technical reports and historical plans can become important evidence.

Who Owns Tenant Improvements?

Commercial tenants may install expensive fit-outs, equipment and fixtures.

The lease should be examined to determine the parties’ rights concerning removal, restoration and compensation when the tenancy ends.

Tenant’s Business Licenses Do Not Establish Ownership Rights

A business license, tax registration or company address connected to the premises should not be confused with ownership.

However, such records may help establish the factual history of occupation.

What If the Seller Concealed the Tenant?

This can create a serious contractual dispute.

If the seller represented that the property would be delivered vacant or concealed a material lease, the investor may potentially pursue contractual remedies depending on the purchase agreement, representations, knowledge of the parties and resulting losses.

Can the Buyer Claim Compensation?

Potential claims may involve lost rental income, inability to use the premises, litigation expenses or other losses, depending on the legal basis and proof.

Causation and documentary evidence are particularly important.

Preserve the Advertisement and Sales Materials

If the property was marketed as “vacant,” “ready for immediate use” or with similar representations, preserve listings, brochures, emails and messages.

They may become relevant in a later dispute concerning what the buyer was promised.

Real Estate Agent Representations Should Also Be Preserved

Keep communications with brokers concerning occupancy and rental status.

Responsibility should be assessed separately for the seller, broker and other participants rather than automatically attributing every statement to the property owner.

Review the Purchase Agreement

Important clauses include vacant-possession obligations, representations concerning leases, disclosure schedules, indemnities, termination rights and post-closing liability.

For corporate acquisitions involving property, representations in a share purchase agreement may also become relevant.

Check the Title Deed Anyway

Although the absence of a lease annotation does not necessarily mean there is no tenant, the Land Registry records remain essential.

Review ownership, mortgages, attachments, usufruct rights, annotations, easements and other restrictions.

Financing Can Be Affected

A bank financing the acquisition may have valued the property on the assumption of vacancy or particular rental income.

An undisclosed tenant can therefore create issues under financing representations and valuation assumptions.

Foreign Investors Should Conduct Occupancy Due Diligence

Before purchasing commercial real estate in Turkey, the investor should obtain:

• all lease agreements and amendments;
• rent-payment history;
• deposit information;
• tenant and subtenant details;
• prepaid-rent records;
• pending notices and lawsuits;
• information about tenant improvements;
• physical possession confirmation;
• seller representations regarding vacancy.

What If the Tenant Refuses to Provide the Lease?

The new owner should obtain available documents from the seller and preserve communications with the tenant.

The legal relationship can then be assessed using the available contractual, payment and occupancy evidence.

What If the Tenant Claims a Very Long Lease?

Do not accept or reject the claim without examining the underlying documentation and applicable legal rules.

Check the execution date, parties, authority, amendments, payment history and any relevant registry records.

What If the Lease Appears Suspicious?

Where there are indications that a lease was fabricated or backdated to frustrate the purchaser’s rights, preserve the original documents and surrounding evidence.

Signature, payment, accounting and electronic evidence may become important.

Can Criminal Issues Arise From a Fake Lease?

Potentially, depending on the conduct and documents involved. However, a commercial disagreement over the existence or interpretation of a lease should not automatically be characterized as a criminal matter.

The evidence should be assessed carefully before pursuing parallel remedies.

Can the Investor Sell the Property With the Tenant?

Yes, subject to the legal and commercial circumstances. But an undisclosed or disputed tenancy may reduce marketability and price.

Resolving the tenancy status before resale can therefore have significant investment value.

Foreign Investor Due Diligence Before Closing

The safest approach is to investigate occupancy before paying the purchase price. The investor should combine title review, physical inspection, seller warranties, lease review and tenant confirmation.

Title ownership and physical possession are two different questions.

Immediate Steps After Discovering an Undisclosed Tenant

The investor should immediately document possession, obtain the alleged lease, identify the tenant, review title and purchase documents, notify the tenant of the ownership change where appropriate, investigate rent and deposits, preserve seller representations and determine whether a statutory or contractual termination route exists.

The investor should also avoid taking unilateral physical measures against the occupier before the legal position has been established.

Frequently Asked Questions

Does an unregistered lease automatically become invalid in Turkey?

No. The absence of a lease annotation from the Land Registry should not automatically be treated as proof that no legally relevant tenancy exists.

Does buying the property automatically terminate the tenant’s lease?

No. Acquisition of leased property does not generally mean that the lease disappears automatically.

Can a foreign owner evict the tenant immediately after purchase?

Not merely because ownership has changed. A lawful termination and eviction basis must be established.

What if the seller promised vacant possession?

The buyer should review the purchase agreement and evidence of that promise. Failure to provide vacant possession may potentially create contractual claims against the seller.

What if there is no written lease?

The existence and terms of the tenancy may need to be established through payment records, correspondence and other evidence.

Can the new owner change the locks?

Unilateral exclusion of the tenant can create additional legal problems. The owner should use the appropriate legal procedure.

Who receives rent after the sale?

The ownership transfer affects the landlord relationship, but the tenant should be properly informed about the new ownership and payment arrangements.

What happens to the tenant’s deposit?

The buyer should determine whether a deposit exists, where it is held and how responsibility for it was addressed in the acquisition documents.

Can the buyer sue the seller for hiding the tenant?

Potentially. The answer depends on the seller’s representations, contractual obligations, buyer’s knowledge and resulting loss.

What is the most important protection before buying?

Never treat a clean title record as proof of vacant possession. A foreign investor purchasing commercial property in Turkey should separately investigate title, physical occupancy, lease documentation, rent payments, deposits and the seller’s contractual promise regarding delivery of possession.

Client-Focused Legal Support for Foreign Commercial Property Investors

Purchasing commercial real estate with an undisclosed tenant can create disputes involving lease continuation, vacant possession, eviction, rent, deposits, seller representations, contractual damages and investment losses. Fırat Fesih Kaya Law Office assists foreign investors, international companies and overseas property owners with commercial real estate acquisitions and landlord-tenant disputes in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance with pre-acquisition due diligence, review of existing leases, eviction strategy, title and occupancy disputes, seller liability and litigation arising from undisclosed tenancy arrangements.

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