Commercial Tenant Transfers the Business to Another Company Without Consent in Turkey: Landlord Remedies (2026 Updated Guide)

A commercial tenant transfers its business or lease operations to another company in Turkey without landlord consent. Learn when consent is required, whether the landlord can object, eviction options, rent claims and evidence needed in 2026.

A common commercial lease dispute in Turkey arises when the company named as tenant effectively leaves the premises and another company begins operating the business without first obtaining the landlord’s consent. The change may be presented as a business transfer, company restructuring, franchise arrangement, sublease, assignment of the lease or merely a change in the company operating at the property. For the landlord, however, the legal consequences depend on the substance of the transaction rather than the label used by the tenant. The first questions are whether possession of the premises has actually been transferred, whether the lease itself has been assigned, whether the original tenant remains responsible and whether the landlord’s written consent was legally required.

Why Does the Transfer Matter to the Landlord?

A landlord may have leased the property after evaluating the original tenant’s financial strength, business activity, reputation and ability to pay rent. Allowing another company to occupy the premises can materially change that risk.

The landlord should therefore determine exactly what has changed before accepting the new situation.

Business Transfer and Lease Transfer Are Not Necessarily the Same

A company can transfer a business without every contractual relationship automatically producing identical consequences.

The sale of inventory, equipment, customer relationships or a commercial enterprise should therefore be distinguished from the legal transfer of the tenant’s rights and obligations under the lease.

Who Is Actually Occupying the Property?

This is often the most important factual question.

The landlord should identify which company employs the staff, displays its trade name, issues invoices, holds operating licences, receives customers and exercises day-to-day control over the premises.

If the original tenant has completely withdrawn and another company has taken possession, the situation requires closer examination.

Review the Commercial Lease First

The lease should be examined for provisions concerning:

• assignment of the lease;
• subletting;
• transfer of possession;
• change of control;
• business transfers;
• affiliated companies;
• mergers and reorganizations;
• prohibited activities;
• landlord consent; and
• termination consequences.

Contract wording can materially affect the dispute.

Assignment of a Workplace Lease Under Turkish Law

Turkish lease law contains specific rules governing transfer of a lease relationship. In workplace leases, the landlord’s ability to refuse consent is not unlimited. The applicable statutory framework and the circumstances of the proposed transfer must therefore be analyzed carefully.

This means that a landlord should not automatically assume that simply withholding consent will always prevent a commercial lease transfer.

Written Consent Is Important

Where the transaction constitutes an assignment requiring landlord consent, written documentation becomes particularly important.

Oral conversations, informal messages or the landlord’s conduct may later generate disputes about whether consent was actually given.

Can the Landlord Refuse the Transfer?

In a workplace lease, refusal requires particular care because Turkish law places restrictions on arbitrary refusal of consent.

Whether the landlord has a legally sustainable reason will depend on the circumstances.

What Can Constitute a Justified Reason for Refusal?

Potential concerns may include the proposed new tenant’s financial weakness, inability to satisfy lease obligations, incompatibility of the intended business with the property or other serious circumstances affecting the landlord’s legitimate contractual interests.

The reason should be genuine and capable of proof.

Financial Strength of the New Company Can Matter

Suppose the existing tenant is a well-capitalized company but seeks to transfer the premises to a newly established company with minimal assets.

The landlord should investigate whether the proposed transferee can realistically perform the lease obligations.

Intended Use of the Property Should Be Checked

A transfer can also create problems where the incoming company intends to conduct a substantially different activity.

The landlord should compare the proposed activity with the contractual permitted use, zoning situation, building rules and licences relevant to the property.

What If the Tenant Never Asked for Consent?

If the tenant simply transfers possession to another company without following the required procedure, the landlord should document the unauthorized situation immediately.

Delay can complicate later arguments about whether the landlord accepted the arrangement.

Do Not Ignore the New Occupant

Once the landlord learns that another company is operating from the property, the factual position should be investigated promptly.

The landlord should determine when the change occurred and under what contractual arrangement.

Send a Formal Notice Where Appropriate

Depending on the circumstances, a formal notice may be used to record that the landlord has not consented to an alleged unauthorized transfer and to request clarification or correction.

The content and timing of the notice should be coordinated with the intended legal remedy.

Avoid Accidentally Accepting the New Tenant

One practical risk arises when the landlord begins communicating with the new company as though it were unquestionably the tenant.

The same issue can arise where payments from the new company are accepted over an extended period without reservation.

The legal effect depends on the complete circumstances, but landlords should act consistently with their position.

Rent Paid by the New Company Requires Careful Analysis

Payment by a third party does not automatically resolve who is legally the tenant.

Bank-transfer descriptions, invoices, correspondence and landlord responses should be preserved.

Can the Landlord Continue Claiming Rent From the Original Tenant?

This depends on whether a legally effective transfer occurred and on the applicable statutory and contractual rules.

The landlord should not release the original tenant informally before understanding the consequences.

Liability After a Valid Workplace Lease Transfer

Turkish law contains specific rules concerning the liability of the transferring tenant in workplace leases. Accordingly, the landlord should examine not only whether the transfer was valid but also whether the former tenant continues to bear liability for a statutory period following the transfer.

This can be especially important where the new tenant later stops paying rent.

Sublease Is Different From Assignment

Under a sublease, the original tenant generally remains part of the principal lease relationship while another party receives rights of use under a separate arrangement.

Under an assignment, by contrast, the identity of the tenant in the principal lease relationship may change.

Determining which transaction actually occurred is therefore essential.

What If the Tenant Calls It a “Management Agreement”?

The title of the contract is not decisive.

If another company has effectively taken exclusive possession and operates independently from the premises, the landlord may investigate whether the arrangement is in substance a sublease or transfer despite being described differently.

Franchise Arrangements Require Separate Analysis

A franchisee may operate under another company’s brand without necessarily becoming the tenant.

The landlord should investigate possession and contractual control rather than relying solely on signs displayed outside the premises.

What If Both Companies Belong to the Same Group?

A transfer to a sister company, subsidiary or parent company should not automatically be treated as irrelevant merely because the companies have common shareholders.

Separate legal entities generally remain separate companies.

The lease and transaction structure should therefore be examined.

Share Transfer Is Different From Lease Assignment

If the shares of the tenant company are sold but the same legal entity remains the tenant, this may differ fundamentally from transferring the lease to another company.

However, change-of-control clauses in sophisticated commercial leases may still create contractual consequences.

Merger and Corporate Restructuring Can Produce Different Results

A statutory merger, demerger or other corporate restructuring should not automatically be analyzed in the same way as an ordinary voluntary assignment.

The corporate transaction documents and applicable commercial-law consequences should be examined separately.

Can the Landlord Terminate the Lease?

Potentially, depending on the nature of the unauthorized transaction, contractual provisions, statutory requirements and whether the necessary conditions for termination have been satisfied.

Termination should not be attempted merely on the assumption that every change in business operator automatically creates an eviction right.

Can Unauthorized Occupation Lead to Eviction?

Potentially. If another company occupies the property without a legally effective right and the tenant has breached the lease, the landlord may evaluate available termination and eviction remedies.

The precise legal basis should be established before proceedings begin.

Evidence Is Critical in an Eviction Dispute

The landlord should preserve evidence showing that another company has taken control of the premises.

Potential evidence includes commercial signage, correspondence, invoices, public company records, licence information, photographs, payment records and legally obtained evidence concerning actual business operations.

Avoid Unlawful Evidence Collection

The landlord should not enter leased premises unlawfully, secretly interfere with operations or use improper methods merely to prove that another company occupies the property.

Evidence should be collected through lawful means.

Company Registry Records Can Help

Corporate registry information may establish whether the original and new companies are related, whether a merger occurred, who manages the companies and whether relevant corporate changes coincide with the transfer.

Trade Name Changes Can Cause Confusion

Sometimes there has been no change of tenant at all: the same company may simply have changed its trade name.

Before alleging an unauthorized transfer, verify the legal identity and registration number of the company.

Tax and Invoice Information May Also Clarify the Situation

Where lawfully obtainable, commercial documentation can help determine which entity is actually operating the business.

The key issue is whether there has been a genuine transfer of possession or lease rights.

What If the Original Tenant Still Pays the Rent?

Continued payment by the original tenant does not necessarily prove that no unauthorized transfer occurred.

The landlord should investigate who actually controls and uses the property.

What If the New Company Pays Higher Rent Voluntarily?

Accepting a different rent from the incoming company without documenting the legal relationship can create unnecessary disputes.

If the landlord agrees to a new tenant, the arrangement should be documented clearly.

Security Deposit Must Be Addressed

A transfer raises practical questions concerning the existing security deposit.

The parties should clarify whether it continues to secure the lease, whether the incoming tenant provides a replacement and how the former tenant’s position is handled.

Guarantees Should Be Reviewed

A personal or corporate guarantee given for the original tenant may not necessarily operate exactly as expected after the tenant changes.

Guarantee documents should be reviewed before the landlord consents to the transfer.

Bank Guarantees May Need Replacement

If rent obligations are secured by a bank guarantee, verify whether the instrument remains effective following the proposed transfer.

The landlord should not assume that security automatically follows every restructuring.

Existing Rent Arrears Should Be Identified

Before approving a transfer, determine whether rent, common expenses, utilities or other amounts remain unpaid.

The agreement transferring the lease should clearly address outstanding liabilities.

Damage to the Property Should Be Recorded

If the outgoing tenant has caused physical damage, inspect and document the premises before completing the transfer where possible.

Otherwise, responsibility can become difficult to establish later.

What If the New Company Changes the Business Activity?

A new activity may violate the permitted-use provision of the lease even if the transfer itself is otherwise valid.

The landlord should therefore analyze transfer and permitted use as separate questions.

Building Management Rules May Matter

For commercial premises in shopping centres, office buildings or mixed-use complexes, management plans and operational rules can impose additional restrictions.

These should be reviewed together with the lease.

Competition Between Tenants Can Become Relevant

Some commercial leases contain exclusivity or tenant-mix provisions.

Allowing a new operator to conduct a different business could potentially affect the landlord’s obligations toward other tenants.

Should the Landlord Negotiate Instead of Litigate?

In some cases, formalizing the new tenant relationship may be commercially preferable to immediate litigation.

The landlord may request updated financial information, new security, clarification of outstanding liabilities and a properly documented transfer arrangement.

A Transfer Protocol Can Reduce Future Disputes

Where the landlord agrees, a written protocol can identify the effective date, incoming tenant, outgoing tenant, rent, deposit, guarantees, existing debts, permitted use and condition of the premises.

This is substantially safer than relying on informal consent.

Do Not Retroactively Rewrite the Facts

Documents should reflect the actual transaction.

Backdating agreements or creating documents suggesting that consent existed earlier than it actually did can create serious evidentiary problems.

What If the Landlord Wants the Original Tenant to Remain Liable?

The applicable statutory rules and any valid contractual arrangements should be reviewed carefully.

The landlord should not assume that unlimited continuing liability can be created simply by inserting a broad sentence into a transfer document.

Rent Increase Should Be Treated Separately

A tenant transfer does not necessarily give the landlord an unrestricted right to impose any desired rent increase.

Rent determination and transfer of the lease are separate legal questions.

What If the Transfer Was Discovered Months Later?

The landlord should reconstruct the timeline immediately.

Identify when the new company entered, when the original tenant ceased operations, who paid rent, what communications occurred and when the landlord first learned of the change.

Evidence of Landlord Knowledge Can Become Important

The tenant may argue that the landlord knew about and accepted the arrangement.

Emails, messages, rent receipts and meeting records should therefore be reviewed before litigation.

Mediation May Be Required Before Litigation

Commercial lease disputes in Turkey can be subject to mandatory mediation requirements before certain court proceedings. The appropriate pre-litigation procedure should be checked according to the specific claim being pursued.

Eviction Litigation Requires the Correct Legal Ground

A landlord should not file a generic eviction case simply because another company’s name appears at the premises.

The petition should be based on the actual legal relationship, contractual breach and applicable statutory ground.

Foreign Corporate Landlords Should Act Through Proper Authority

A foreign company owning commercial property in Turkey should ensure that its Turkish legal representation and powers of attorney are sufficient for notices, mediation and litigation.

Corporate authorization documents may also need to be prepared.

Foreign Tenants Should Also Investigate Before Acquiring a Business

A company acquiring an operating business should never assume that acquiring the business automatically gives it an unrestricted right to remain in the leased property.

Lease due diligence should be completed before closing the business acquisition.

Due Diligence for Business Acquisitions

A buyer should examine the lease term, landlord consent requirements, rent, deposit, guarantees, arrears, permitted use, pending disputes and transfer restrictions.

Failure to do so can result in acquiring a profitable business without secure rights to its premises.

Immediate Action Plan for the Landlord

When a commercial tenant transfers its business to another company without consent, the landlord should immediately identify the company actually occupying the premises, verify whether the legal tenant has changed, review the lease, distinguish assignment from sublease or share transfer, document the factual situation, avoid conduct that could create unintended consent, investigate financial and operational risks, send an appropriate formal notice where necessary and evaluate mediation, termination, eviction and monetary claims according to the actual legal structure.

Frequently Asked Questions

Can a commercial tenant transfer the lease without the landlord’s consent in Turkey?

The legal position depends on the nature of the transaction and the rules applicable to workplace leases. A purported transfer should be examined under both the lease and Turkish statutory provisions.

Can the landlord simply refuse any new company?

Not necessarily. Turkish law contains particular rules restricting refusal of consent in workplace lease transfers, so the landlord’s reasons should be legally evaluated.

Is selling the tenant company the same as transferring the lease?

No. A share sale may leave the same legal entity as tenant, whereas a lease assignment changes the party to the lease relationship.

Is a sister company automatically allowed to use the property?

No automatic conclusion should be drawn merely because two companies belong to the same corporate group.

Does accepting rent from the new company mean the landlord consented?

It can become relevant evidence depending on the circumstances. Landlords should therefore handle payments from an unauthorized occupant carefully.

Can the landlord evict the new company?

Potentially, if there is no valid right of occupation and the statutory requirements for the relevant remedy are satisfied.

Is the original tenant still liable after a valid transfer?

Turkish law contains specific continuing-liability rules for transferring tenants in workplace leases. The exact duration and application should be evaluated in the particular case.

What if the tenant only transferred the business but not the lease?

The substance of possession and contractual arrangements must be examined. A business sale and lease assignment are legally distinct transactions.

Should the landlord immediately change the locks?

Self-help measures can create serious legal problems. Possession and eviction disputes should be handled through lawful procedures.

What is the most important first step?

Determine exactly what happened. A business sale, share transfer, sublease, lease assignment, franchise arrangement and corporate merger can produce very different legal consequences. The landlord should establish the true transaction before selecting an eviction or contractual remedy.

Client-Focused Legal Support for Commercial Lease Transfers in Turkey

Unauthorized changes in commercial occupancy can create disputes concerning lease assignment, subletting, landlord consent, corporate restructuring, rent liability, guarantees, termination and eviction. Fırat Fesih Kaya Law Office assists Turkish and foreign property owners, investors and companies in commercial lease disputes involving unauthorized business and lease transfers. Lawyer Fırat Fesih Kaya provides legal assistance in reviewing lease and corporate documents, preparing notices, conducting mandatory mediation where applicable, pursuing eviction and monetary claims and structuring legally secure commercial lease transfers.

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