

A foreign investor buys a warehouse in Turkey but later discovers that zoning, occupancy, licensing or permitted-use restrictions prevent the intended business. Learn whether the use can be changed, when a licence refusal can be challenged and what claims may exist against the seller.
A foreign investor may purchase a warehouse in Turkey for logistics, manufacturing, e-commerce fulfilment, cold storage, wholesale distribution, chemical storage or another commercial activity. The building may physically appear ideal: it has sufficient floor area, truck access, loading bays, electricity and storage capacity.
After completing the purchase, however, the investor may discover a serious problem: the property cannot legally be used for the business for which it was purchased.
The title deed may describe the property as a warehouse, yet the zoning plan may prohibit the intended industrial activity. The building’s occupancy documentation may authorize agricultural storage rather than industrial production. The investor may be unable to obtain an opening and operating licence. Fire-safety, environmental, health, hazardous-material or planning requirements may prevent the proposed operation. In other cases, the physical building may contain unauthorized alterations that must be corrected before licensing is possible.
This problem can turn an apparently valuable commercial acquisition into a property that is commercially useless to the buyer.
Turkish rules generally require businesses falling within the applicable licensing regime to obtain the necessary opening and operating licence before operating. The fact that another public authority has issued a different approval or registration does not necessarily eliminate this licensing obligation.
For foreign investors, the central question is therefore not merely “Is this legally a warehouse?” The correct question is “Can this specific property legally accommodate this specific business activity?”
The word “warehouse” can create a dangerous sense of security.
An investor may assume that a large commercial building can be used for:
ordinary storage,
logistics,
manufacturing,
food storage,
chemical storage,
recycling,
assembly,
packaging, or
distribution.
That assumption may be incorrect.
Different activities can trigger different zoning, licensing, environmental, fire-safety, health and technical requirements.
Purchasing the warehouse gives the investor ownership of the property.
It does not automatically give the investor permission to conduct any business activity inside it.
This distinction should be understood before closing.
The investor may legally own a building while being legally prohibited from using it for the intended operation.
The first question is whether the applicable planning regime permits the proposed activity.
Determine:
the property’s planning designation,
permitted uses,
applicable plan notes,
special restrictions,
industrial or commercial classifications,
environmental restrictions, and
any higher-level planning limitations.
A property physically suitable for industrial activity may nevertheless be located in an area where that activity is prohibited.
Danıştay has considered a dispute involving a property with an occupancy document for agricultural warehouse use where the requested operation involved industrial manufacturing. The licensing refusal was ultimately supported because the occupancy documentation did not authorize industrial use and the applicable planning framework did not permit the proposed industrial activity.
This illustrates an essential due-diligence principle: the existence of a warehouse building does not establish that industrial production can lawfully occur there.
The investor should obtain:
building permit,
approved architectural project,
occupancy permit,
subsequent permit revisions,
approved use designation, and
municipal archive documents.
Then compare those documents with the intended business.
A building approved for storage may not automatically be suitable for manufacturing.
Suppose the foreign investor purchases a property described commercially as an “industrial warehouse.”
The investor intends to install machinery and manufacture automotive components.
The building may be physically capable of housing the equipment.
But legally, manufacturing can involve a materially different use from storage.
The investor must determine whether the approved planning and occupancy status supports the manufacturing activity.
A structure authorized as an agricultural warehouse should not automatically be treated as an ordinary industrial warehouse.
If the investor intends to convert it into:
a factory,
production facility,
logistics centre,
recycling facility, or
another industrial operation,
the planning and licensing position must be independently examined.
Danıştay’s licensing jurisprudence demonstrates that an occupancy document issued for agricultural warehouse use does not necessarily support a later industrial operation.
A foreign buyer may examine the title and see wording suggesting:
warehouse,
workplace,
factory, or
commercial unit.
That information is important, but it should not replace municipal planning and licensing due diligence.
The actual legal usability of the property can depend on several administrative regimes simultaneously.
The occupancy documentation can become critical when obtaining an opening and operating licence.
The investor should verify:
which building it covers,
its stated use,
whether later extensions are included,
whether the building matches the approved project, and
whether the intended business is compatible with that use.
A document relating to only part of the facility may not solve the problem for the entire warehouse.
A warehouse may possess an occupancy permit but later have been physically altered.
For example, the previous owner may have added:
mezzanine floors,
office areas,
warehouse extensions,
enclosed loading areas,
additional floors, or
production sections.
The Ministry’s published guidance states that when a business-licence application concerns a structure inconsistent with planning rules, licensing may not be possible until the structure is brought into conformity with its approved project, permit and annexes.
Therefore, both use legality and construction legality should be verified.
The Regulation on Opening and Operating Licences provides that a workplace cannot be opened and operated without the required licence from the competent authority. Other permits, registrations or approvals do not automatically eliminate this requirement.
This is why a foreign investor should not assume that:
tax registration,
company registration,
title ownership,
an environmental document, or
another sector-specific approval
automatically permits operation from the warehouse.
This is one of the most serious commercial risks.
The licensing framework provides for closure of workplaces operating without the required opening and operating licence.
Therefore, beginning operations first and attempting to resolve licensing later can expose the investment to unnecessary disruption.
A foreign investor may purchase the warehouse and immediately spend significant amounts on:
production machinery,
storage systems,
cold-storage equipment,
racking,
automation,
electrical infrastructure, and
specialized installations.
If the business cannot subsequently obtain the necessary licence, those investments may become stranded.
Use verification should therefore occur before major fit-out expenditure.
Do not ask the municipality only:
“Can this be used as a warehouse?”
Instead, define the proposed operation accurately.
For example:
storage of ordinary consumer products,
food storage,
cold storage,
chemical storage,
e-commerce fulfilment,
automotive-parts manufacturing,
textile manufacturing,
packaging,
recycling, or
hazardous-material storage.
A legal opinion about one activity may not apply to another.
A foreign company may plan to use one property for:
storage,
packaging,
assembly,
administration, and
distribution.
The licensing regulation addresses workplaces carrying out multiple activities at the same address. As a general framework, the principal activity is reflected in the licence and secondary activities are also identified; warehouse areas used by businesses are likewise relevant to the licensing documentation.
The investor should therefore disclose the full intended operating model during due diligence.
Recent Danıştay litigation in 2025 specifically addressed a company using another location as a technical warehouse. The Court examined the rule requiring places used as warehouses to be shown in the business’s opening and operating licence and rejected the view that the licensing issue could simply be ignored because the site was used only for storage.
This is particularly relevant to foreign logistics and manufacturing companies operating several facilities.
Depending on the nature and scale of the business, fire-safety documentation and measures may be necessary.
The licensing regulation includes specific fire-related requirements for categories such as workplaces with more than thirty employees and premises involving explosive, flammable or combustible materials.
The investor should therefore determine whether the existing building configuration can satisfy applicable fire requirements before purchasing.
High-rack storage, blocked emergency routes, insufficient exits or inappropriate compartmentation can create serious operational problems.
A building may have been acceptable for one historical use but require substantial modification for the investor’s planned activity.
The cost of compliance should be calculated before closing.
Certain industrial operations fall within the regulatory framework applicable to establishments whose activities can affect surrounding people or natural resources.
The licensing regulation distinguishes different classes of such establishments and provides specific approval procedures depending on the activity.
A property that works perfectly as an ordinary logistics warehouse may therefore be unsuitable for a higher-impact industrial activity.
Some industrial activities cannot lawfully operate simply because a large building is available.
Depending on the classification and applicable planning rules, location relative to residential areas, environmental conditions and other regulatory requirements may matter.
The investor should therefore assess the proposed activity together with the location.
If the intended business produces:
industrial waste,
hazardous waste,
air emissions,
wastewater, or
other regulated environmental effects,
additional requirements may apply.
The licensing regulation itself requires appropriate measures and permits concerning industrial, medical and radioactive waste generated by workplaces.
Environmental due diligence should therefore accompany the real estate review.
A warehouse intended for ordinary packaged goods and a warehouse intended for:
chemicals,
fuel,
flammable liquids,
compressed gases, or
other hazardous materials
should not be treated as legally equivalent.
The investor should verify fire, environmental, health, zoning and sector-specific requirements before acquisition.
Obtain the refusal in writing.
The investor should determine exactly why the application was rejected.
Possible reasons may include:
incompatible zoning,
wrong occupancy use,
unauthorized construction,
missing fire approval,
environmental deficiencies,
unsuitable location,
missing sector-specific documentation, or
another technical requirement.
The remedy depends on the actual reason.
A licensing refusal is an administrative decision and may be subject to judicial review where there are grounds showing that the administration incorrectly applied the law or facts.
However, litigation should not be commenced merely because the investment is financially important.
The investor should first determine whether the intended activity is actually permitted.
This possibility should be considered objectively.
Suppose the investor bought an agricultural warehouse and intends to operate a plastics factory.
If the zoning plan prohibits industrial use and the occupancy documentation authorizes only agricultural storage, a lawsuit cannot simply transform the property into a lawful factory.
Danıştay has upheld a refusal in a materially similar planning-and-use context.
In such a case, the investor may need to focus more heavily on transaction remedies against the seller rather than attempting to force an impossible operating licence.
Then a challenge may be stronger.
Planning histories can be complicated.
There may be:
new zoning plans,
court cancellations,
replacement plans,
parcel-specific decisions, or
outdated municipal records.
The investor should establish which planning regime is legally effective.
A change-of-use or project-revision strategy may sometimes be possible.
The investor should determine whether:
the zoning plan allows the intended activity,
the building can technically satisfy the new use,
the architectural project can be revised,
necessary permits can be obtained, and
fire and environmental requirements can be satisfied.
Only then should conversion costs be calculated.
The fact that a warehouse physically could become a factory does not mean the administration must authorize the conversion.
The applicable zoning designation remains fundamental.
If the intended activity is prohibited by the planning framework, building modifications alone may not solve the problem.
A planning amendment may sometimes be requested, but the foreign investor should never purchase property on the assumption that rezoning is guaranteed.
Planning decisions must satisfy public-interest and planning-law requirements.
The buyer should therefore distinguish between:
current lawful use, and
speculative future use.
Suppose the seller says:
“You can definitely manufacture here.”
“The municipality already approved factory use.”
“This warehouse can be used for chemicals.”
“The operating licence is guaranteed.”
Preserve these statements.
If they are materially false, they may become important in a later private-law dispute.
A commercial property broker may market the property as:
“production-ready,”
“suitable for factory use,”
“fully licensed logistics warehouse,” or
“ideal for chemical storage.”
Save:
advertisements,
brochures,
emails,
WhatsApp messages, and
investment presentations.
The exact representations can become important if the intended business proves legally impossible.
For high-value commercial property transactions, simply describing the asset as “warehouse” may be inadequate.
The agreement can identify the commercial purpose underlying the acquisition.
For example:
“Buyer intends to use the property as an e-commerce logistics and fulfilment centre.”
This can help clarify the commercial basis of the transaction.
Depending on the transaction, the buyer may seek representations concerning:
current zoning,
occupancy documentation,
existing operating licences,
absence of unauthorized construction,
known licensing problems,
municipal proceedings, and
seller knowledge of restrictions affecting the intended use.
Specific drafting is generally more useful than vague statements that the property is “suitable.”
Where the intended use is essential, the buyer can consider structuring the transaction so that completion depends on obtaining specified regulatory confirmation or approval.
This may be commercially safer than:
buying first,
paying the entire price, and
discovering afterward that the business cannot operate.
If regulatory approval is pending, the contract can establish a deadline.
If the required condition is not satisfied by that date, the agreement can specify the consequences.
This reduces uncertainty and prevents the buyer’s capital from remaining indefinitely tied to an unusable property.
Foreign buyers sometimes sign reservation or deposit agreements before investigating planning and licensing.
That can create an unnecessary second dispute.
The buyer should ensure that deposit terms adequately address failure of essential regulatory due diligence.
Then the investor should avoid assuming that the entire investment has been lost.
The first task is to identify whether the problem is:
correctable,
licensing-related,
construction-related,
planning-related, or
fundamentally incompatible with the intended business.
Different problems require different strategies.
A useful post-acquisition review should compare:
Intended activity: What exactly does the company want to do?
Zoning: Is the activity permitted?
Building permit: What was the structure approved for?
Occupancy status: What use was authorized?
Physical condition: Does the building match approved projects?
Operating licence: What licence is required?
Fire safety: Can the building comply?
Environmental rules: What additional permits are necessary?
Sector rules: Are further approvals required?
This can quickly reveal whether the problem can be solved.
The warehouse may be in a suitable zone for the intended activity but contain unauthorized mezzanines or extensions.
In that case, the investor may need to:
remove the unauthorized sections,
bring the structure into conformity,
obtain a lawful project revision, or
complete another appropriate planning procedure.
The Ministry has expressly stated that a workplace in a structure inconsistent with planning legislation cannot simply be licensed until the structure is brought into conformity with its project, permit and annexes.
If zoning permits the proposed business but the existing occupancy documentation reflects a different lawful use, investigate whether a lawful change-of-use process is available.
Technical feasibility should be examined before the investor spends additional money.
This is more serious.
The investor may need to evaluate:
alternative lawful use,
possible planning procedures,
sale of the property, or
claims against the seller or intermediary.
The investment should be revalued based on legally available uses rather than the original intended use.
Suppose manufacturing is prohibited but ordinary storage remains lawful.
The warehouse may still have significant commercial value.
The investor should therefore assess:
rental value,
sale value,
alternative business uses,
conversion cost, and
market demand.
Litigation should be compared with commercial alternatives.
If the investor purchased the property specifically because the seller represented that it could be used for a particular business, and that representation was materially inaccurate, private-law remedies may need to be evaluated.
Important evidence includes:
purchase agreement,
technical annexes,
seller warranties,
due-diligence responses,
advertisements,
emails,
messages, and
licensing documents provided before closing.
This can materially affect the dispute.
Compare:
what the seller knew,
what the seller disclosed,
what the contract stated,
what the buyer asked, and
what official records showed.
A seller who expressly disclosed that the property was authorized only for agricultural storage presents a different case from a seller who guaranteed industrial use despite knowing it was prohibited.
Ask whether the seller previously applied for the same or similar business licence.
A prior refusal may reveal that the seller already knew the intended use was legally problematic.
Request:
old applications,
municipal responses,
inspection reports,
licence refusals, and
related litigation.
This is a major due-diligence issue.
If a final administrative judgment already established that the property could not lawfully support the proposed activity, concealment of that history may significantly affect the buyer-seller dispute.
Obtain the complete case file.
Potentially, depending on the transaction documents, representations, applicable private-law rules and seriousness of the use restriction.
The legal analysis should determine whether the buyer seeks:
termination or rescission,
price reduction,
damages, or
another contractual remedy.
The remedy should not be selected before the factual position is established.
Potentially, depending on the legal basis.
Some investors may prefer to retain the property for an alternative lawful use while pursuing qualifying losses caused by inaccurate seller representations.
An independent valuation can help quantify the difference.
The valuation should not assume the prohibited activity can occur.
Compare:
purchase price,
value for intended business,
value under actual lawful use,
conversion cost,
regulatory compliance cost, and
alternative rental or sale value.
This provides a more realistic damages analysis.
If the investor already installed:
machinery,
racking,
cold-storage systems,
electrical infrastructure,
ventilation,
office areas, or
production equipment,
preserve all invoices and contracts.
These costs may be relevant when quantifying the consequences of the failed acquisition strategy.
If the warehouse was acquired with financing, an inability to operate can affect:
debt service,
loan covenants,
cash flow,
collateral valuation, and
refinancing.
Review lender-notification requirements promptly.
A foreign investor may have acquired the property and already signed contracts with:
customers,
logistics providers,
suppliers, or
subtenants.
If operations cannot begin, these contracts may create additional losses.
Review termination, delay and regulatory-approval provisions.
The temptation may be strong:
“We will start operating while the licence problem is resolved.”
That can make the situation worse.
The licensing framework expressly provides that workplaces cannot be opened and operated without the required licence and that unlicensed workplaces can be closed by the competent authority.
The investor should resolve the legal-use problem before commencing regulated operations.
If the administration seals or closes the warehouse, obtain:
inspection record,
closure decision,
licence history,
legal basis,
notification documents, and
supporting municipal records.
Recent Danıştay litigation confirms that warehouse use and its inclusion in applicable workplace licensing can itself become the subject of closure proceedings.
The exact licensing relationship should therefore be examined rather than assumed.
A licence refusal, sealing measure or closure decision may carry its own judicial-review period.
Do not spend months negotiating informally while assuming the litigation period is suspended.
Each administrative decision should be separately identified and dated.
Potentially, depending on the challenged administrative act and whether the statutory conditions are satisfied.
For a warehouse that is central to a foreign company’s operations, closure can cause significant commercial damage.
However, serious financial consequences alone do not make an unlawful use legal.
The challenge must have a sound legal and factual basis.
A foreign company does not necessarily need its directors physically present throughout every administrative and judicial stage.
Subject to applicable formalities, an appropriately prepared power of attorney can generally allow legal representation for the relevant proceedings.
The important issue is to protect deadlines promptly.
The most effective prevention strategy is simple:
Never ask only whether the warehouse is legal. Ask whether your intended business is legal at that warehouse.
A due-diligence review should therefore identify:
exact intended activity,
zoning compatibility,
building and occupancy use,
physical construction compliance,
opening and operating licence requirements,
fire requirements,
environmental requirements,
sector-specific permits, and
known administrative disputes.
Statements such as:
“The municipality has no problem with it.”
“Everyone in this area operates factories.”
“The previous tenant manufactured here.”
“You will definitely get the licence.”
should not replace official verification.
Past physical use does not necessarily prove lawful use.
The previous operator may have conducted:
a different activity,
an unlicensed activity,
a narrower activity, or
an activity under different regulatory conditions.
The new investor’s proposed operation should be evaluated independently.
A foreign investor who acquires a warehouse that cannot legally accommodate the intended business should first determine which legal layer is preventing operation.
The problem may arise from the zoning plan, approved building use, occupancy documentation, unauthorized physical alterations, workplace licensing, fire safety, environmental rules or sector-specific requirements. These should not be treated as interchangeable.
The first practical step is to obtain the complete municipal file and compare the legally approved use with the investor’s precise proposed activity. Danıştay jurisprudence demonstrates why this distinction matters: a property with an occupancy document for agricultural warehouse use was not treated as legally suitable for an industrial manufacturing operation where the applicable planning framework did not support that use.
Second, determine whether the problem is legally correctable. If the zoning plan permits the intended business but the building requires a lawful project or use revision, conversion may be commercially possible. If the zoning framework itself prohibits the activity, the investor should not assume that technical building modifications will solve the problem.
Third, do not commence unlicensed operation simply to reduce investment losses. The applicable licensing framework requires the necessary opening and operating licence and permits closure of workplaces operating without it.
Fourth, investigate the acquisition documents. If the seller or intermediary represented the warehouse as legally suitable for the buyer’s specific business, those statements should be compared with the actual zoning, occupancy and licensing history. Particular attention should be given to undisclosed earlier licence refusals or administrative proceedings.
Finally, compare the available remedies commercially. Depending on the facts, the best strategy may be obtaining a lawful use change, correcting construction deficiencies, challenging an unlawful licensing refusal, adopting an alternative lawful use, selling the property or pursuing private-law remedies against the seller.
Lawyer Fırat Fesih Kaya can examine the zoning plan, building permit, occupancy documentation, opening and operating licence requirements, physical condition of the warehouse and acquisition documents to determine whether the intended business can legally operate and which administrative or contractual remedies can protect the investment.
No. Ownership of a warehouse does not automatically authorize every business activity. Zoning, approved building use, licensing, fire, environmental and sector-specific requirements must be examined.
Not necessarily. A warehouse designation does not automatically establish lawful industrial manufacturing use. The zoning plan, approved project, occupancy documentation and licensing rules must be checked.
Potentially only if the applicable planning and construction framework permits the industrial use and the required approvals can lawfully be obtained. Danıştay has upheld a licence refusal where agricultural warehouse occupancy status and applicable planning rules did not support the proposed industrial activity.
You should not assume so. The licensing regulation provides that workplaces cannot be opened and operated without the required opening and operating licence.
Yes, potentially. Ministry guidance states that a workplace in a structure inconsistent with planning legislation cannot simply be licensed until the structure is brought into conformity with its approved project, permit and annexes.
The written refusal should be reviewed immediately. If the administration has incorrectly interpreted the zoning plan, approved use or other applicable rules, an administrative challenge may be possible.
Potentially, yes. The applicable regulation prohibits operation without the required workplace licence, and recent Danıştay litigation has specifically addressed closure proceedings involving warehouse use.
Potentially. The purchase agreement, seller warranties, due-diligence responses, advertisements and communications should be reviewed to determine exactly what was represented and whether material restrictions were concealed.
You may need to consider a lawful change-of-use process, an alternative business use, resale or claims against the seller depending on the transaction documents and representations. A lawful storage use does not automatically create a lawful manufacturing use.
Do not commence unlicensed operations or invest further in fit-out until the problem is identified. Obtain the zoning plan, plan notes, building permit, approved project, occupancy documentation and licensing history; define the intended activity precisely; determine whether the restriction can legally be corrected; preserve seller and broker representations; calculate administrative deadlines; and quantify the property’s value under its actual lawful use.
Buying a warehouse that cannot legally accommodate the intended business can undermine the entire commercial purpose of a foreign investment. The investor may face a refused operating licence, closure or sealing, expensive building modifications, unusable machinery, financing problems and substantial losses caused by inaccurate seller representations.
Fırat Fesih Kaya Law Office assists foreign investors and companies with commercial-property due diligence, warehouse-use restrictions, zoning disputes, occupancy and building-permit problems, opening and operating licence refusals, administrative closure measures and claims arising from undisclosed property-use restrictions. Lawyer Fırat Fesih Kaya can examine the property’s planning status, approved use, licensing requirements, municipal history and acquisition documents to determine whether the intended business can lawfully operate, whether an administrative decision can be challenged and which remedies may be pursued against the seller or other responsible parties.
Phone: +90 312 434 22 22
WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr