Transfer of Energy Licenses in Turkey: M&A Risks Foreign Investors Must Know – 2026 Updated Guide

Can an energy license be transferred in Turkey? A 2026 guide for foreign investors on EMRA licenses, share acquisitions, mergers, project transfers, regulatory approvals, due diligence, and energy M&A risks.

Acquiring a Turkish energy company is not an ordinary corporate transaction. For foreign investors, one of the most dangerous assumptions is that purchasing the shares or assets of an energy business automatically transfers the regulatory rights required to operate the project.

In Turkey, energy licenses are regulatory authorizations, and transactions involving licensed businesses must be structured around the rules of the relevant energy market and the requirements of the Energy Market Regulatory Authority, or EMRA.

This is particularly important in acquisitions involving electricity generation projects, solar and wind facilities, storage-integrated projects, electricity suppliers, natural gas businesses, petroleum companies, LPG operators, and charging-network businesses.

In the electricity market, EMRA’s current procedures specifically contemplate license amendments, mergers, demergers, facility transfers, project transfers, approvals, and notifications as distinct regulatory procedures.

Therefore, a foreign investor considering an energy acquisition in Turkey should answer one regulatory question before signing:

What exactly is being transferred: shares, assets, a project, a generation facility, or control of the licensed company?

The answer can fundamentally change the transaction structure.

Can an Energy License Be Directly Transferred in Turkey?

Foreign investors should not treat an EMRA license as an ordinary commercial asset that can simply be assigned from seller to buyer by contract.

The license belongs to the licensed legal entity and operates within a sector-specific regulatory framework.

In the electricity market, for example, EMRA states that entities conducting market activities must generally obtain a separate license for each activity and, where applicable, for each facility. Generation projects proceed through the preliminary-license and generation-license structure established under Electricity Market Law No. 6446 and the Electricity Market Licensing Regulation.

Accordingly, an SPA clause stating that “the seller transfers the license to the purchaser” does not by itself produce the regulatory result intended by the parties.

The transaction must comply with the applicable EMRA procedure.

Share Acquisition and License Transfer Are Different

This distinction is essential in Turkish energy M&A.

Suppose a foreign infrastructure fund acquires 100% of a Turkish company that owns a licensed solar power plant.

The shares of the company have changed ownership, but the licensed legal entity itself may remain the same Turkish company.

That is fundamentally different from transferring the generation facility or project to another legal entity.

Foreign investors should therefore distinguish among:

• share transfers;
• direct or indirect changes of control;
• asset acquisitions;
• facility transfers;
• project transfers;
• mergers;
• demergers;
• corporate restructurings;
• license amendments.

Each transaction must be reviewed under the specific rules applicable to the relevant license.

Why Energy M&A Due Diligence Is Different

Ordinary corporate due diligence asks whether the target company exists, owns its assets, has debts, faces litigation, and has valid contracts.

Energy regulatory due diligence must go considerably further.

The buyer must determine whether the project’s license is valid, whether its actual operations correspond to the license, whether regulatory approvals have been obtained, whether historical ownership changes were properly implemented, and whether pending compliance problems could threaten continued operation after closing.

A project can have excellent financial statements and still contain a serious regulatory defect.

1. Verify the License Directly

The first step is to verify the license independently.

Do not rely exclusively on a PDF provided by the seller.

EMRA maintains current electricity-market licensing information and publishes licensing materials concerning preliminary licenses and generation licenses.

The investor should verify:

• license holder;
• license type;
• licensed activity;
• facility;
• installed capacity;
• location;
• license term;
• amendments;
• current regulatory status.

Any discrepancy between the transaction data room and the regulatory record should be investigated before signing.

2. Determine Whether the Target Holds a Preliminary License or Generation License

This distinction can dramatically affect an acquisition.

A preliminary license relates to the project-development stage. EMRA describes it as the authorization granted for a limited period to allow the investor to obtain approvals, permits, licenses, and similar requirements necessary to begin investment.

A generation license, by contrast, authorizes electricity generation under Law No. 6446.

Acquiring an operating generation company is therefore legally different from acquiring an SPV whose project remains at the preliminary-license stage.

Foreign investors must identify the project’s precise licensing phase.

3. Preliminary-License Share Transfers Require Special Attention

Share acquisitions involving preliminary-license holders are particularly sensitive.

The preliminary-license stage is designed to ensure that the project developer completes the regulatory steps required before obtaining the generation license. Corporate changes during this period are subject to specific rules under the Electricity Market Licensing Regulation.

A foreign investor should therefore never assume that an ordinary share-transfer agreement can be implemented immediately merely because the seller and purchaser have reached commercial agreement.

The regulatory structure should be reviewed before signing and certainly before closing.

Where EMRA approval, compliance with an exception, notification, or another regulatory step is necessary, the SPA closing mechanics should reflect that requirement.

4. Analyze Direct and Indirect Ownership

International acquisitions often involve indirect changes.

For example:

Foreign Fund → European Holding Company → Turkish Holding Company → Energy SPV

The shares of the Turkish project company may technically remain unchanged while control at a higher corporate level changes.

The regulatory analysis should therefore examine both direct and indirect ownership.

This is particularly important where licensing rules refer to qualifying ownership percentages, control, shareholder eligibility, or restrictions associated with previous license cancellations.

Ignoring indirect ownership can create a regulatory problem even where no Turkish share certificate changes hands.

5. Check Shareholder Eligibility

The buyer should investigate whether the proposed shareholders satisfy the applicable energy-market requirements.

For electricity projects, shareholder due diligence becomes especially important where individuals or entities within the ownership chain have previously been involved with cancelled licenses or other regulatory problems.

The investigation should cover the proposed investor’s direct and indirect ownership chain rather than merely the immediate acquiring company.

This issue should be treated as a condition-precedent question, not something to investigate after closing.

6. Review the Target’s Entire EMRA History

A valid license does not mean a clean regulatory history.

The buyer should request and examine:

• EMRA correspondence;
• inspection records;
• regulatory warnings;
• administrative fines;
• pending investigations;
• license amendment applications;
• previous shareholder approvals;
• reporting deficiencies;
• compliance notices;
• administrative lawsuits.

Historical non-compliance can become the buyer’s problem economically after closing even where the conduct occurred under the seller’s ownership.

The SPA should allocate that risk.

7. Confirm That the Actual Facility Matches the License

This is particularly important in renewable-energy acquisitions.

The buyer should compare the license against the actual project, including:

• installed capacity;
• generation technology;
• auxiliary sources;
• storage facilities;
• project coordinates;
• connection arrangements;
• completion status;
• facility configuration.

If the seller has modified the project without completing required regulatory procedures, the buyer may inherit an amendment problem.

The physical and regulatory project must therefore be reconciled during due diligence.

8. Facility and Project Transfers Require Separate Analysis

An asset transaction creates different regulatory issues from a share acquisition.

If the buyer wants to acquire the generation facility itself rather than the shares of the licensed company, the applicable facility or project transfer procedure becomes particularly important.

EMRA expressly maintains a dedicated list of documents for applications and notifications concerning preliminary-license and license amendments, mergers, demergers, facility transfers, and project transfers.

This confirms why parties should not attempt to replicate a share-deal structure in an asset deal without regulatory analysis.

9. Mergers and Demergers Are Regulatory Events

Foreign energy groups frequently restructure projects after acquisition.

A multinational investor may wish to merge several Turkish SPVs, divide projects among different subsidiaries, or move assets into a financing vehicle.

Corporate-law validity alone is not sufficient.

EMRA’s current electricity-market procedures expressly include applications concerning mergers and demergers involving preliminary-license and license holders.

Accordingly, the legal team should prepare the regulatory restructuring before corporate resolutions become irreversible.

10. License Amendments May Be Required

An acquisition can create circumstances requiring amendment of regulatory information.

EMRA’s procedures expressly recognize preliminary-license and license amendment applications, and Turkey maintains annual regulatory fees for these transactions.

For 2026, EMRA Board Decision No. 14051, dated December 18, 2025 and published on December 20, 2025, establishes the electricity-market preliminary-license and license acquisition, annual, renewal, amendment, and related licensing fees applicable during 2026.

Transaction budgets should therefore include regulatory fees and post-closing compliance costs.

11. Different Energy Markets Have Different Rules

A critical M&A mistake is applying electricity-market rules to every energy acquisition.

Turkey has separate regulatory frameworks for:

• electricity;
• natural gas;
• petroleum;
• LPG;
• charging networks.

Even the 2026 fee regime reflects this distinction. EMRA has separate 2026 Board decisions governing licensing fees for electricity, natural gas, petroleum, LPG, and charging-network activities.

A transaction involving a petroleum license should therefore not be structured solely from an electricity-market precedent.

Sector-specific due diligence is essential.

12. Charging-Network M&A Requires Separate Review

Electric-vehicle infrastructure has become another significant acquisition area.

A foreign investor purchasing a Turkish charging-network operator should examine the charging-network license separately from electricity-generation licensing.

EMRA’s 2026 framework includes Board Decision No. 14052, dated December 18, 2025, governing charging-network operator license acquisition, amendment, and license-copy fees for 2026.

EMRA also maintains separate procedural documentation for charging-network license amendments, mergers, demergers, and notifications.

This makes regulatory due diligence essential in EV-infrastructure acquisitions as well.

13. Grid Connection Rights Must Be Verified

For generation assets, the value of the acquisition may depend heavily on grid connection.

The buyer should review:

• connection agreement;
• system-use agreement;
• connection point;
• capacity;
• transmission or distribution arrangements;
• pending amendments;
• grid-related disputes.

EMRA confirms that inability to obtain a positive opinion concerning connection and system use can even result in rejection at the preliminary-license application stage.

Grid access should therefore be treated as a core acquisition asset rather than a secondary technical matter.

14. Review Land and Property Rights

A generation license alone does not ensure that the company has secure rights over the project site.

Due diligence should examine:

• title deeds;
• leases;
• easements;
• mortgages;
• annotations;
• expropriation rights;
• forestry permissions;
• agricultural restrictions;
• access roads;
• transmission easements.

The remaining duration of those rights should also be compared with the operating life of the project and financing period.

15. Environmental and Construction Permits Must Survive the Transaction

The buyer should determine whether environmental, zoning, construction, occupancy, water-use, forestry, or other project-specific approvals remain effective after the proposed transaction.

Some permits may belong to the project company. Others may be facility-specific or require notification of corporate changes.

The transaction should not close until critical permits have been mapped and transfer or notification requirements identified.

16. Project Finance Can Restrict the Acquisition

Many energy projects are financed with secured debt.

A share transfer may therefore require lender consent independently from EMRA requirements.

The buyer should review:

• share pledges;
• account pledges;
• mortgages;
• assignment of receivables;
• direct agreements;
• change-of-control clauses;
• mandatory prepayment provisions;
• lender consent requirements.

A transaction can satisfy energy regulation but still breach the financing documents.

17. YEKDEM Position Should Be Checked

For renewable-energy acquisitions, the buyer should examine whether the project participates in or is eligible for Turkey’s renewable-energy support framework.

The analysis should cover the project’s current support status, relevant deadlines, licensed capacity, generation characteristics, and whether transaction-related changes could affect the project’s economics.

The purchase price should not assume future regulatory revenue without verifying the legal basis for that assumption.

18. Competition Approval May Also Be Required

Large energy acquisitions may trigger Turkish merger-control rules.

Accordingly, the transaction should be screened for competition-law filing requirements independently from EMRA procedures.

Foreign investors should avoid assuming that EMRA approval substitutes for merger-control clearance.

These are separate regulatory regimes.

Where both are required, the SPA conditions precedent and long-stop date should coordinate the processes.

19. Draft Regulatory Conditions Precedent Carefully

Energy SPAs should contain precise closing conditions.

Depending on the transaction, conditions may address:

• EMRA approval;
• license amendment;
• merger-control clearance;
• lender consent;
• corporate approvals;
• permit notifications;
• release or amendment of security;
• completion of regulatory remediation.

A vague clause requiring “all necessary approvals” can create significant disputes.

The agreement should identify the material approvals and allocate responsibility for obtaining them.

20. Use Energy-Specific Representations and Warranties

Generic corporate warranties are not enough.

The seller should provide appropriate representations concerning:

• validity of licenses;
• compliance with license conditions;
• absence of undisclosed EMRA investigations;
• regulatory filings;
• administrative fines;
• project completion;
• capacity;
• permits;
• grid connection;
• YEKDEM status where relevant;
• historical share transfers;
• license amendments.

Material historical regulatory violations may also justify specific indemnities.

21. Consider Regulatory Risk in the Purchase Price

Not every problem requires abandoning the transaction.

Some risks can be priced.

Depending on their seriousness, parties may use:

• purchase-price adjustments;
• escrow;
• holdbacks;
• specific indemnities;
• deferred consideration;
• warranty insurance;
• closing conditions.

However, a defect threatening the continued validity of the core license should generally be treated differently from an ordinary monetary liability.

If the project cannot legally operate, the entire valuation model may fail.

22. Do Not Close Before Regulatory Conditions Are Satisfied

Foreign buyers sometimes face pressure to close quickly because financing, exclusivity, or commercial deadlines are approaching.

Premature closing can be dangerous.

If the transaction requires an EMRA procedure or other regulatory authorization, completing the acquisition before satisfying the applicable conditions may expose the parties to regulatory and contractual consequences.

The closing sequence should therefore be mapped before the SPA is signed.

23. Post-Closing Compliance Is Equally Important

Closing does not end the regulatory process.

After acquisition, the buyer should verify completion of:

• EMRA notifications;
• license amendments;
• trade-registry filings;
• management changes;
• beneficial-ownership records;
• lender notifications;
• permit notifications;
• internal compliance updates.

The new owner should also establish a regulatory calendar immediately.

2026 Regulatory Position for Energy M&A Transactions

Foreign investors entering Turkey in 2026 should use the current consolidated regulations and EMRA procedures rather than transaction precedents from previous years.

EMRA currently publishes specific documentation requirements for preliminary-license and license amendments, mergers, demergers, facility transfers, project transfers, approvals, and notifications.

The electricity-market licensing fee framework for 2026 was established by Board Decision No. 14051, while separate 2026 decisions apply to natural gas, petroleum, LPG, and charging-network licensing.

EMRA’s current electricity licensing materials also continue to distinguish clearly between preliminary licenses and generation licenses and emphasize compliance with the Electricity Market Licensing Regulation.

The practical consequence for an international buyer is clear: regulatory due diligence should be completed before the transaction structure is finalized, not merely before closing.

Energy M&A Legal Checklist for Foreign Investors

Before acquiring a Turkish licensed energy business, foreign investors should verify:

• exact license holder and license status;
• preliminary-license versus generation-license stage;
• direct and indirect ownership;
• historical share transfers;
• shareholder eligibility;
• EMRA investigations and administrative fines;
• license amendments;
• actual facility versus licensed configuration;
• grid connection;
• project site rights;
• environmental and construction permits;
• project-completion obligations;
• facility or project transfer requirements;
• merger or demerger approvals;
• 2026 regulatory fees;
• financing restrictions;
• lender consent;
• YEKDEM status where relevant;
• merger-control requirements;
• regulatory conditions precedent;
• post-closing notification obligations.

For high-value energy acquisitions, these issues should be investigated through a dedicated regulatory due diligence workstream alongside corporate, tax, finance, real-estate, and technical due diligence.

Frequently Asked Questions

1. Can an EMRA energy license simply be sold to another company?

Generally, an energy license should not be treated as an ordinary transferable commercial asset. The transaction must comply with the sector-specific regulatory framework, and facility transfers, project transfers, mergers, demergers, share transactions, and license amendments may involve different procedures.

2. Can a foreign investor acquire a Turkish company holding an electricity generation license?

Yes, subject to applicable Turkish corporate, energy-regulatory, competition, financing, and other legal requirements. The proposed ownership structure should be reviewed before closing.

3. Is buying shares the same as transferring the generation license?

No. In a share acquisition, the licensed Turkish legal entity may remain unchanged even though its shareholders change. A transfer of the project or facility to another legal entity raises different regulatory issues.

4. Can EMRA approval be required in an energy M&A transaction?

Depending on the transaction and applicable market rules, EMRA approval, amendment, notification, or another regulatory procedure may be required. EMRA expressly maintains procedures for amendments, mergers, demergers, facility transfers, and project transfers in the electricity market.

5. Can a foreign investor acquire a company holding only a preliminary license?

Potentially, but preliminary-license-stage share transactions are particularly sensitive and subject to specific regulatory restrictions and exceptions. The structure should be reviewed before signing and closing.

6. Can an indirect change of ownership create regulatory issues?

Yes. International acquisitions frequently change ownership or control above the Turkish project company. Direct and indirect ownership should therefore both be analyzed under the applicable licensing rules.

7. What is the biggest legal risk when buying a licensed energy project?

One of the most serious risks is discovering after closing that the target’s license, facility configuration, ownership history, grid rights, or regulatory compliance position differs materially from what the seller represented.

8. Are there new licensing costs to consider in 2026?

Yes. EMRA Board Decision No. 14051 establishes the electricity-market licensing fees applicable during 2026, including fees relating to preliminary licenses, licenses, renewals, and amendments. Separate 2026 Board decisions apply to other regulated energy markets.

9. Should the SPA contain specific EMRA warranties?

Yes. Energy transactions should include tailored representations and warranties addressing licenses, EMRA compliance, investigations, administrative fines, regulatory filings, project configuration, permits, grid rights, and other material energy-law matters.

10. When should a foreign investor conduct regulatory due diligence?

Ideally before signing the transaction documents. Identifying an EMRA approval or license problem only after the SPA has been signed can materially weaken the buyer’s negotiating position.

Legal Support for Energy M&A and License Transactions in Turkey

Acquiring a licensed energy company in Turkey requires more than conventional corporate due diligence. A hidden problem involving an EMRA license, preliminary license, shareholder structure, project transfer, regulatory investigation, grid connection, or historical compliance obligation can materially reduce the value of an otherwise attractive investment.

Fırat Fesih Kaya provides legal assistance to foreign energy companies, international investors, infrastructure funds, renewable-energy developers, project sponsors, lenders, and strategic buyers concerning energy M&A transactions, EMRA licensing, regulatory due diligence, share acquisitions, project and facility transfers, license amendments, mergers, demergers, and post-closing compliance in Turkey.

For foreign investors, early legal review can help determine the appropriate acquisition structure, identify regulatory conditions precedent, protect the purchase price, and prevent the buyer from inheriting undisclosed licensing risks.

For a case-specific legal assessment of an energy acquisition, license-related transaction, renewable-energy project purchase, or EMRA approval process in Turkey, you may contact our office.

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