Key Amendments to the Statutory Pre-emption Right Affecting Real Estate Owners in Türkiye

The recently enacted legislative amendments introduce significant changes to the statutory pre-emption right regulated under the Turkish Civil Code. The new rules are expected to affect both future transactions involving co-owned real estate and pending pre-emption litigation.

The principal amendments introduced by the legislation can be summarized as follows:

• Limitation of the Scope of the Pre-emption Right:

Sales conducted pursuant to the State Tender Law (“Law No. 2886”) and transfers through compulsory auction proceedings under enforcement law are no longer subject to pre-emption claims.

• Time Limitation:

The statutory period for filing a pre-emption lawsuit in cases where the sale has not been notified through a notary has been reduced from two years to one year.

• Market Value Principle:

In pre-emption actions, the actual market value of the real estate share, as determined through a court-appointed expert valuation, will be taken into account instead of the purchase price declared in the land registry.

• Mandatory Cash Deposit:

Shareholders seeking to exercise the pre-emption right must deposit the market value determined by the court, together with the related land registry expenses, in cash within the definite period granted by the judge.

• Pending Proceedings:

The new procedural rules concerning the determination of market value and the obligation to deposit the relevant amount in cash will also apply immediately to ongoing pre-emption lawsuits.

1. General Overview 

The statutory pre-emption right (şufa hakkı) grants co-owners of a jointly owned immovable property the right to acquire the share sold to a third party under the same conditions as the purchaser. This right is regulated under Articles 732 and related articles of the Turkish Civil Code (“TCC”).

The pre-emption right functions as a legal mechanism aimed at preserving the co-ownership structure among existing shareholders and limiting the entry of third parties into the co-ownership relationship.

The right constitutes a right creating a legal change that must be exercised through litigation, and disputes concerning the exercise of the pre-emption right are among the most common types of conflicts arising in relation to jointly owned real estate.

Under Article 733 of the TCC, the exercise of the pre-emption right required that the following conditions be met:

• the sale of a co-owned share to a third party,
• notification of the sale to the other co-owners through a notary public, and
• filing a lawsuit within three months following the notification, or in any event within two years from the date of the sale if no notification was made.

With the Law No. 7571, which entered into force upon its publication in the Official Gazette dated 25 December 2025 and is widely referred to as the “11th Judicial Reform Package” (“Judicial Reform Package) , substantial amendments have been introduced to the procedural framework governing the exercise of the pre-emption right. These amendments directly affect co-owners of jointly owned immovable properties as well as ongoing pre-emption litigation.

An examination of the legislative amendments reveals two particularly notable developments. First, the scope of transactions subject to the pre-emption right has been significantly narrowed, particularly by excluding sales conducted through public tenders and enforcement proceedings. Second, the introduction of the market value principle for determining the price payable in pre-emption cases represents a fundamental shift in practice.

In addition, the new legislation introduces financial and procedural obligations, including the requirement that the claimant deposit the court-determined market value within a definite period and the reduction of the maximum period for exercising the right from two years to one year.

Overall, the amendments aim to ensure a fairer use of the pre-emption right, establish a balanced protection of the interests of co-owners and third-party purchasers, and enhance legal certainty and procedural efficiency in litigation.

2. Amendments Concerning the Pre-emption Right

2.1 Limitation of the Scope of the Pre-emption Right

Under the Judicial Reform Package, sales conducted pursuant to the Law No. 2886 and transfers of ownership carried out through compulsory auctions under enforcement proceedings have been explicitly excluded from the scope of the pre-emption right.

This amendment seeks to enhance legal certainty in public tenders and enforcement sales by eliminating the risk that such transactions may subsequently be challenged through pre-emption litigation.

As a result of this reform, the statutory pre-emption right will primarily arise in situations where co-owners voluntarily transfer their shares to third parties through private law transactions.

2.2 Transition from the Declared Registry Price to the Market Value Principle

One of the most significant changes introduced by the Judicial Reform Package concerns the method of determining the purchase price in pre-emption litigation.

Under the previous regime, courts determined the price payable by the claimant on the basis of the purchase price declared in the land registry. However, it has been common practice for purchasers to declare a value lower than the actual transaction value in order to reduce land registry fees and taxes.

Consequently, shareholders exercising the pre-emption right were able to acquire the relevant share at the artificially low price declared in the registry, even when the actual market value of the property was substantially higher.

This situation often resulted in imbalances between the parties’ interests and outcomes that were inconsistent with principles of equity.

Under the new legal framework, courts are required to determine the price of the share based on the current market value of the property, rather than the declared registry price.

To this end, the court will appoint independent real estate valuation experts who will determine the fair market value by considering:

• comparable sales,
• the characteristics of the property, and
• prevailing market conditions.

This amendment aims to eliminate disputes arising from discrepancies between declared registry values and actual market values and to establish a fair balance between co-owners and purchasers.

2.3 Reduction of the Statutory Time Limit

The Judicial Reform Package also introduces an important limitation with respect to the statutory time limits for exercising the pre-emption right. Accordingly, the right must be exercised:

• within three months from the notification of the sale, and
• within one year from the date of sale if no notification is made.

The reduction of the maximum period from two years to one year is intended to reduce the risk that purchasers of co-owned property shares may face litigation for an extended period and to enhance legal certainty in real estate transactions.

2.4 Mandatory Cash Deposit Requirement for Claimants

The new regulation also introduces a significant procedural obligation for claimants seeking to exercise the pre-emption right. Shareholders who intend to exercise the right must deposit the market value determined by the court, together with the relevant land registry costs, in cash within the definite period granted by the judge.

Failure to deposit the required amount within the prescribed period will result in dismissal of the claim. This requirement effectively obliges claimants to demonstrate their financial capacity to acquire the share at the outset of the proceedings.

From a practical perspective, the obligation to deposit the market value and related costs may constitute a substantial financial commitment for claimants. Accordingly, the amendment is expected to reduce the number of speculative or bad-faith pre-emption claims brought without a genuine legal interest.

The legislation further provides that the deposited amount shall be held in an interest-bearing account during the course of the proceedings. Upon finalization of the judgment, the principal amount together with the accrued interest will be paid to the party entitled thereto.

This mechanism aims to prevent the erosion of the deposited amount due to inflation, particularly in proceedings that may last for an extended period, and to preserve the balance of interests between the parties.

3. Impact on Pending Litigation

A particularly important aspect of the Judicial Reform Package is that certain provisions will also apply to ongoing pre-emption cases.

According to the transitional provisions added to the Turkish Civil Code, the new procedural rules concerning the determination of market value and the obligation to deposit the relevant amount will also apply to lawsuits that were filed before the entry into force of the legislation but have not yet been finalized.

Accordingly, in pending cases courts will be required, regardless of the stage of the proceedings, to determine the value of the disputed share based on the current market value determined through expert valuation rather than the price declared in the land registry.

Similarly, courts are expected to order claimants to deposit the market value of the share together with the relevant land registry expenses in cash.

Claimants in pending proceedings who fail to comply with these newly introduced financial obligations may face dismissal of their claims.

@Sena GÜNGÖRDÜ