Foreign Buyer Is Asked to Sign a New Contract After Developer Restructuring in Turkey: What Should Be Checked? (2026 Updated Guide)

A foreign property buyer is asked to sign a new contract after a developer restructuring in Turkey. Learn what to check before accepting a new company, payment schedule, delivery date, waiver, title deed or revised property terms.

A foreign buyer who purchased an apartment, villa or commercial property in Turkey may unexpectedly be informed that the developer has undergone a corporate restructuring and that a new sales contract must be signed. The buyer may be told that the project has been transferred to another company, the original developer has merged with another entity, the project company has changed, a new investor has entered the development, or the existing agreement must be replaced for “administrative reasons.” Such requests should be approached carefully. A new contract can contain provisions that materially change the buyer’s existing rights, including the property description, purchase price, delivery date, delay compensation, refund rights, title deed obligations and claims arising from payments already made. A foreign buyer should therefore compare the existing and proposed agreements clause by clause before signing anything.

Why Would a Developer Ask the Buyer to Sign a New Contract?

There can be legitimate commercial reasons. A development project may undergo a merger, demerger, share transfer, asset transfer, refinancing or change in project structure. Another company may assume responsibility for completing the project.

However, corporate restructuring does not mean that a buyer should automatically accept every contractual amendment proposed by the developer.

The legal consequences depend on what has actually happened to the original developer and project.

First Determine What “Restructuring” Actually Means

The word restructuring can describe very different transactions. The original developer may still exist but have new shareholders. The project may have been transferred to another company. Two companies may have merged. The developer may be experiencing financial difficulties and negotiating with creditors. Alternatively, another investor may simply have acquired shares in the project company.

These situations should not be treated as legally identical.

Has Only the Shareholder Changed?

A change in shareholders does not necessarily mean that the contracting company itself has changed. If the same legal entity remains the seller under the original agreement, the buyer should ask why an entirely new sales contract is required.

A shareholder change should therefore be distinguished from a transfer of the contractual relationship itself.

Verify the Identity of the New Developer

Before accepting a new contractual counterparty, verify its full corporate identity. The buyer should understand which company will assume the developer’s obligations and whether that company has the financial and legal capacity to complete the project.

A similar company name should not be treated as proof that the companies are legally identical.

Investigate the Corporate Relationship

Determine whether the old and new developers are related companies, subsidiaries, parent companies or entirely independent businesses.

The relationship can become important when determining responsibility for previous payments, construction delays and existing contractual obligations.

Check the Land Registry Before Signing

The current title deed position is fundamental. Determine who owns the land, whether ownership has changed and whether mortgages, attachments, annotations, easements or other restrictions have been registered.

A new contract should not be signed without understanding the current legal status of the property.

Confirm the Exact Property

The new agreement should identify the same property the buyer originally purchased unless the buyer knowingly agrees to a change.

Compare the building, floor, apartment number, independent-section information, gross and net area, parking space, storage area and other relevant specifications.

Be Careful If the Apartment Number Has Changed

Construction projects can undergo technical changes, but a different unit number should be explained and documented.

The buyer should verify that the replacement description corresponds to the same physical property and does not result in a smaller, lower-value or differently located unit.

Compare the Purchase Price

The new contract should be checked for any increase in the purchase price.

Developers experiencing higher construction costs may attempt to introduce additional payments, currency adjustments, completion charges or other financial obligations.

The buyer should determine whether the original contract legally permits such increases.

Check Every Payment Already Made

The new contract should expressly recognize previous payments where appropriate.

Prepare a complete payment schedule showing the date, amount, currency, recipient bank account and payment reference for every transfer.

The buyer should not sign a document that creates uncertainty about substantial amounts already paid.

Do Not Surrender Original Payment Evidence

Keep bank records, receipts, invoices and developer acknowledgments.

These documents can become critical if the new developer later disputes how much was paid to the original company.

Check Whether the New Company Accepts Previous Payments

This issue should be resolved expressly.

If the buyer has already paid a substantial portion of the purchase price, the new contractual arrangement should clearly address how those payments are treated and whether the new developer assumes the corresponding obligations.

Examine the Delivery Date Carefully

A new contract may quietly replace the original completion date with a much later date.

For example, a buyer whose apartment was already due for delivery should be cautious about signing a contract giving the developer another two or three years without addressing the existing delay.

A New Contract Can Affect Existing Delay Claims

If the original developer is already late, the buyer may have contractual rights arising from that delay.

A replacement agreement can potentially contain language that resets the delivery period or waives previous claims.

This is one of the most important provisions to examine.

Look for Waiver Clauses

The proposed contract may state that the buyer releases the previous developer, accepts that no outstanding claims exist or waives rights arising from the original agreement.

Such clauses can have major financial consequences.

A buyer should understand exactly what is being released before signing.

Watch for “Full and Final Settlement” Language

Contractual language indicating that all previous disputes, claims or obligations have been settled should receive particular attention.

The buyer may unintentionally give up claims concerning late delivery, missing facilities, incorrect property size, refund rights or previous payments.

Does the New Contract Cancel the Old Contract?

The relationship between the two agreements should be stated clearly.

Does the new agreement amend certain provisions? Does it completely replace the original contract? Are rights already accrued under the first agreement preserved?

Ambiguity can create significant future litigation.

Check Whether the Original Developer Is Released

The buyer should determine whether signing the new agreement removes the original company from liability.

If the original developer has substantial assets while the replacement company has limited capital, releasing the original company may materially weaken the buyer’s position.

Investigate the Financial Position of the New Company

Corporate restructuring sometimes occurs because a project is experiencing financial difficulties.

Review available corporate and project information before transferring contractual rights to a newly established or thinly capitalized company.

Check for Mortgages on the Project

A developer may have obtained project financing secured by mortgages over the land or independent sections.

The buyer should determine whether a mortgage affects the purchased property and how it will be removed before title transfer.

Check for Attachments and Enforcement Measures

Financial difficulties can result in creditor enforcement against project assets.

The existence of attachments or other restrictions can affect the developer’s ability to transfer clear title.

Confirm the Title Deed Transfer Deadline

The new contract should state when and under what conditions the title deed will be transferred.

Avoid vague provisions allowing transfer whenever the developer considers the project complete.

Review Additional Costs

Check whether the buyer is being asked to assume new taxes, title expenses, utility connection costs, maintenance charges, completion expenses or other payments not contained in the original agreement.

Compare the Technical Specifications

The developer may change construction materials, appliances, common areas or promised facilities.

Compare the original technical specification with the new annexes carefully.

Check the Property Size

Foreign buyers should pay particular attention to gross and net area definitions.

A replacement contract should not be used to normalize a substantial reduction in the size of the property without the buyer understanding the financial consequences.

Review Common Areas and Facilities

Swimming pools, gyms, gardens, parking areas, security services and other facilities may have influenced the purchase decision.

Determine whether these promises remain in the revised project.

Check Construction Permit and Project Status

The buyer should determine whether the restructuring resulted from ordinary corporate changes or from more serious construction, planning or financing problems.

The current status of the project should therefore be independently reviewed.

What If Construction Has Stopped?

A new contract should not be treated as evidence that construction will automatically resume.

The buyer should understand the reason for the stoppage, financing position, construction progress and realistic completion timetable.

Be Careful With New Installment Plans

A restructuring proposal may request accelerated payments or additional installments.

Before paying more money, determine whether construction progress and the legal security available to the buyer justify the additional exposure.

Do Not Pay a New Company Without Documentary Basis

If the buyer is instructed to send future installments to another company’s bank account, obtain written documentation explaining the legal basis.

Payments to an unrelated entity can create significant evidentiary problems.

Review Refund Rights

Determine whether the original agreement allowed termination and repayment under specified circumstances and whether the new contract weakens those rights.

A restructuring should not automatically require the buyer to surrender an existing refund claim.

What If the Buyer No Longer Wants the Property?

Depending on the original contract, the developer’s performance and the circumstances of the restructuring, termination or other contractual remedies may need to be evaluated.

The buyer should not assume that signing the replacement contract is the only available option.

Citizenship Buyers Require Additional Caution

Where the property purchase is connected with an immigration or citizenship process, changing the developer, property, payment structure or title arrangements can create additional consequences.

The real estate restructuring and the buyer’s separate regulatory objectives should therefore be reviewed together.

Foreign Currency Payments Should Be Reconciled

If payments were made in euros, dollars or another currency, determine how the new contract records those amounts.

Exchange-rate provisions can materially change the economic balance of the transaction.

Preserve All Marketing Materials

Keep brochures, floor plans, emails, messages, advertisements and presentations relating to the original sale.

They may help establish what was promised if the revised project materially differs from the original development.

Preserve Communications With the Developer

Messages explaining why a new contract is required can later become important evidence.

Do not rely exclusively on telephone conversations.

Do Not Sign Immediately at the Sales Office

Foreign buyers are sometimes told that the new contract is a standard document that everyone must sign.

The fact that other buyers have signed does not determine whether the agreement protects a particular buyer’s existing rights.

Translation Must Be Accurate

A foreign buyer who does not understand the contract language should obtain an accurate translation before signing.

The buyer should understand provisions concerning waiver, termination, delay, penalties, title transfer, dispute resolution and jurisdiction.

A Power of Attorney Should Be Reviewed Separately

If the developer requests a new or expanded power of attorney as part of the restructuring, review its scope carefully.

A power of attorney should not contain unnecessary authority unrelated to completion of the property transaction.

Check the Dispute Resolution Clause

The proposed agreement may change the competent court, arbitration mechanism or other dispute-resolution provisions.

This change should not be overlooked merely because it appears near the end of the contract.

Compare the Contracts Clause by Clause

The safest approach is to prepare a comparison between the original agreement and proposed replacement contract.

Changes concerning price, property, payments, delivery, title, penalties, termination, refunds, liability, warranties, dispute resolution and waiver provisions should be identified individually.

Do Not Destroy or Return the Original Contract

The original agreement remains important evidence even if a new arrangement is ultimately accepted.

Keep the signed original, annexes, receipts and correspondence permanently.

Can the Buyer Refuse to Sign?

Whether the buyer is legally required to accept a replacement agreement depends on the existing contractual relationship, nature of the restructuring and applicable law.

The developer’s statement that signing is “mandatory” should therefore be independently verified.

What If the Developer Threatens to Cancel the Sale?

Obtain the threat or demand in writing where possible and review the termination provisions of the existing agreement.

The developer cannot simply be assumed to have an unrestricted right to cancel an existing transaction because the buyer refuses revised terms.

What If the Buyer Has Already Signed?

The legal consequences depend on the wording of both agreements and circumstances surrounding signature.

The original contract, new contract, payment records and communications should be reviewed together to determine which rights remain available.

2026 Practical Strategy for Foreign Property Buyers

A foreign buyer asked to sign a replacement contract after developer restructuring should first freeze any non-essential contractual changes or additional payments until the legal position is understood. The buyer should verify the corporate restructuring, investigate the title deed and project status, reconcile every payment already made and compare both agreements line by line. Particular attention should be given to clauses that reset the delivery date, increase the price, change the property, transfer obligations to a weaker company, release the original developer or waive existing claims.

Frequently Asked Questions

Must a foreign buyer sign a new contract because the developer has restructured?

Not automatically. Whether a new agreement is legally necessary depends on what corporate or project change actually occurred and the terms of the existing agreement.

Does a change in the developer’s shareholders cancel the original contract?

A shareholder change and a change in the contracting legal entity are different matters. The corporate structure should be examined before accepting a replacement contract.

Should previous payments appear in the new contract?

Their treatment should be completely clear. The buyer should preserve independent evidence of every payment regardless of what the replacement agreement states.

Can the new developer extend the delivery date?

A proposed contract may attempt to do so, but the buyer should determine whether accepting the provision would surrender existing rights arising from delay.

Can signing the new agreement cancel compensation claims?

Potentially, particularly if it contains waiver, release, settlement or replacement provisions. These clauses require careful review.

What if the new developer asks for additional money?

The contractual basis for the increase should be examined before payment. A restructuring does not automatically entitle the developer to increase the agreed purchase price.

Should the title deed be checked again?

Yes. Ownership, mortgages, attachments and other restrictions may have changed since the original purchase.

What if construction has stopped?

The buyer should investigate the cause, financial position of the project and available contractual remedies rather than assuming a replacement contract will solve the problem.

Can the buyer demand a refund instead of signing?

Potentially, depending on the original agreement, developer’s performance and legal circumstances. The buyer’s existing termination and repayment rights should be assessed before accepting revised terms.

What is the most important point before signing?

Compare the original and proposed contracts clause by clause and identify every existing right that would be changed, postponed, transferred or waived. The buyer should know precisely what happens to previous payments, the original delivery date, delay claims, title transfer rights and the liability of the original developer before signing.

Client-Focused Legal Support for Foreign Property Buyers

Developer restructuring can expose foreign property buyers to risks involving replacement contracts, delayed construction, additional payment demands, title deed problems, mortgages, contractual waivers, refund disputes and changes in the company responsible for completing the project. Fırat Fesih Kaya Law Office assists foreign buyers and investors in reviewing property-development contracts, investigating project and title risks, protecting payments already made, negotiating revised agreements and pursuing legal remedies where restructuring threatens existing contractual rights.

Lawyer Fırat Fesih Kaya provides legal assistance to foreign buyers before they sign replacement agreements and in disputes arising from delayed or restructured real estate developments.

Phone: +90 312 434 22 22

WhatsApp: +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