This article compares the November 2026 amendments to Türkiye's OIZ Implementing Regulation with the previous rules and explains what they mean for investors.
Organised Industrial Zones (OIZs) host a large share of Türkiye's manufacturing capacity, including many plants owned by foreign groups. Industrial plots in OIZs are not ordinary real estate: they are allocated under Law No. 4562 and the OIZ Implementing Regulation, subject to investment deadlines, Ministry oversight and strict restrictions on transfer. On 6 November 2026, the Ministry of Industry and Technology amended the Regulation again, by a regulation published in Official Gazette No. 33422 and effective the same day. Market commentary has focused on a "new" 49% shareholding rule. In fact, that rule has been in the Regulation since 2024. What has changed is its scope and legal form, alongside several genuinely new tools for investors: transferable pre-allocation rights, re-allocation of cancelled plots, priority for neighbouring plots, build to suit leasing and a new form of surface right. This article compares each change with the previous text, reads it against the Law, and explains its practical impact, with particular attention to foreign investors and cross-border transactions.
1. The Amendments at a Glance
- Governance: stricter evidence of representation at OIZ general assemblies (Article 19).
- Licensing: mandatory electronic signature of workplace operating licences (Article 42).
- Allocation regime: a longer pre-allocation phase and transferable pre-allocation rights (Article 54/A), priority for neighbouring producers (Article 55), deadline extensions and re-allocation (Article 60), and a restated 49% shareholding rule (Article 61).
- Use of the plot: an exception to the title and waiting period requirements for leasing (Article 63) and a new surface right (Article 63/A).
2. The 49% Shareholding Rule: What Is Actually New
Before: Since a 2024 amendment, Article 61(5) required pre-allocation and allocation contracts to state that the allocation would be cancelled if the shareholding of the allottee company changed by more than 49% in total without Ministry approval. The OIZ checks the shareholding at the building permit, occupancy permit and operating licence stages, and cancels the allocation if an unapproved change exceeding 49% is found.
Now: The rule is restated as a direct regulatory consequence: to prevent speculative transactions, if the shareholding of a company that holds a pre-allocation or an allocation changes by more than 49% in total without Ministry approval, the pre-allocation or allocation is cancelled. Contracts must still reflect this. The inspection process, the possibility of re-allocation at the current price and the bar on compensation or revaluation claims remain unchanged.
Why it matters for M&A: For a foreign buyer acquiring a Turkish company that holds an OIZ plot still in its investment phase, Ministry approval must now be treated as a regulatory condition to closing whenever the transaction, alone or together with earlier changes, takes the cumulative change above 49%. The test is cumulative, so earlier transfers, capital increases and the entry of new shareholders all count. The text refers to the shares of the allottee company itself and does not expressly address indirect changes at parent level. However, the Ministry also has a general power to cancel allocations involving sham or speculative transfers (Article 60(5)). Structuring around the rule through upstream transfers therefore carries significant risk. In practice, buyers should:
- identify every OIZ plot held by the target and its allocation status during due diligence;
- reconstruct the target's shareholding history since allocation to calculate the cumulative change;
- make Ministry approval a condition precedent where required, and allocate the risk of refusal or delay in the transaction documents; and
- consider the timing of signing and closing against the OIZ's inspection points at the permit and licence stages.
The temporal scope of the rule under Law No. 4562 is discussed in section 9 below.
3. Pre-Allocation: Longer Phase, Transferable Rights (Article 54/A)
Before: Pre-allocation was possible from the OIZ's incorporation until the approval of the parcelling plan. A pre-allocation could not be transferred in any way. If shares were transferred in order to pass on a pre-allocation, the pre-allocation was cancelled and the price refunded without indexation.
Now:
- Pre-allocation is possible, with Ministry permission, in the confirmed site of an incorporated OIZ until expropriation and infrastructure construction are completed.
- A pre-allocation may be transferred in the same limited cases as an allocation under Article 61(3) and (4): to a wholly owned company or a company with an identical shareholding, to heirs, to shareholders on liquidation, on a merger or demerger under the Turkish Commercial Code, and on conversion into another company type.
- A share transfer made without Ministry permission in order to pass on a pre-allocation leads to cancellation.
- The method for calculating and paying refunds is left to the pre-allocation contract.
Impact: Multinational groups planning intra-group reorganisations, mergers or demergers no longer risk losing pre-allocation rights simply because the holding entity changes, provided the transfer falls within the permitted categories. The refund terms of pre-allocation contracts now deserve closer scrutiny, since the Regulation no longer fixes them.
4. Priority for Neighbouring Plots (Article 55(5))
Before: There was no priority for existing occupiers. Applications were scored and, where demand exceeded supply, a shortlist proceeded to a lottery or tender.
Now: If a participant that holds an operating licence and is in production on a plot directly adjoining the advertised plot applies, a tender is mandatory in order to give it priority, and the plot is allocated at the tender price, even if a lottery was the chosen method. If several applicants are in the same position, none has priority. Allocation notices must disclose these rules.
Impact: This is useful for manufacturers planning to expand on site, but it is not a discount: the price is set by the tender. The Regulation does not specify how the priority operates within the tender, for example whether the neighbour may match the highest bid, so OIZ notices and Ministry practice will be important.
5. Deadlines, Cancellation and Re-Allocation (Article 60)
Before: An investor that had a building permit but no operating licence could obtain an extension of up to three years from the Ministry. Plots cancelled after the deadlines expired could not be re-allocated without Ministry approval.
Now:
- If the OIZ cancels an allocation while the Ministry is still considering an extension request, and the Ministry then grants the extension, the cancellation is deemed void, provided there is no legal or factual obstacle.
- An investor whose allocation was cancelled for missing the deadlines may, before the price is refunded, ask for the same plot to be re-allocated. With the OIZ's agreement and Ministry approval, the plot can be re-allocated to the same investor without a new public notice, at the current price.
- No further Ministry extension is available for a re-allocated plot.
Impact: Foreign investors whose projects have been delayed by financing, supply chain or permitting issues gain a second chance. The new rule is a specific exception to the general principle in Article 62(6) that a participant whose allocation has been returned or cancelled has no priority if it applies again. On cancellation, the refund is indexed under Article 62, paid within one year and capped at the current allocation price, while re-allocation requires payment of the current price with no further extension. The decision should therefore be made before the refund is paid and with a clear view of the cost. A transitional rule introduced in October 2025 allowed participants whose deadlines had expired to obtain extensions until 31 March 2028 if they applied by 31 December 2025; for those who missed that window, re-allocation is now the main route back.
6. Build to Suit Leasing (Article 63(8))
Before: A participant could lease its facility only after obtaining title free of any repurchase annotation and after at least one year had passed since then, provided it had no overdue debts to the OIZ and the board approved the lease. Leases had to be for production purposes, and no separate units could be created within a facility on an industrial plot (Article 63(5)). Leases to group companies were already permitted where the participant itself continued production on the plot (Article 63(6)).
Now: If the participant and its tenant apply for the allocation together and this is stated in the allocation contract, the requirement in Article 63(1)(a) does not apply at all. Both the title requirement and the one-year waiting period fall away. The other conditions remain.
Impact: This opens the door to build to suit structures in OIZs, where a developer or investor builds a facility for a specific occupier from the outset, and the tenant can move in as soon as the facility is ready, even before title is issued. The exception applies only where the tenant is identified at the allocation stage; tenants found later remain subject to both requirements. Because the Law requires leases to be for production purposes, the tenant's activity must qualify. For multinational groups, Article 63(6) on leases to group companies should be considered alongside the new exception.
7. A New Surface Right (Article 63/A)
Before: The Regulation contained no specific provision on surface rights over OIZ plots.
Now:
- On pre-allocated or allocated plots still owned by the OIZ, a surface right may be created over designated areas in favour of a person nominated by the allottee and approved by the OIZ board.
- The right is not independent or permanent, cannot be registered as a separate property in the land registry and cannot be transferred. Its term cannot exceed the allottee's allocation period.
- The allottee's obligations remain unchanged, but construction permits obtained by the holder of the surface right count towards the allottee's investment deadlines.
- The allottee is jointly and severally liable for the holder's breaches of OIZ rules.
- The mechanism is not available for plots allocated wholly or partly free of charge until title passes to the allottee. On plots owned by the participant, an independent and permanent surface right is prohibited, but a limited right may be created on the same conditions with board approval, and on vacant plots only while an allocation period is still running.
Impact: The surface right allows a group company, an energy investor or a key supplier to build on part of an allottee's plot. Because the right is non-independent and non-transferable, it cannot serve as standalone collateral, and the allottee carries the regulatory risk. A detailed agreement between the allottee and the holder is essential. It should cover permits, deadlines, the internal allocation of liability, termination and the fate of the buildings.
8. General Assembly Representation and Licensing (Articles 19 and 42)
Before: A company's representative attended the OIZ general assembly by presenting a trade registry certificate issued in the same year. Joint signatories could authorise one of their number by a consent signed by more than half of them.
Now: The certificate must show that the representative is authorised to represent the company without limitation, alone or jointly. A joint signatory may attend only with a consent signed by the other joint signatories. For many foreign-owned Turkish subsidiaries, which often use joint or limited signing authority, this requires preparation before each general assembly. In OIZs formed from industrial estates, owners of standalone plots of at least 3,000 m² are now represented separately only if they hold an occupancy permit. Separately, workplace opening and operating licences must now be signed electronically in the online system.
9. The Statutory Framework: Law No. 4562
The Regulation must be read together with Law No. 4562 on Organised Industrial Zones. The Law leaves considerable room to the Regulation: it provides that pre-allocations and allocations are made by the OIZ board in accordance with the procedures set out in the Regulation (Article 18(1)). Several of the new provisions, however, should be read within the limits the Law sets.
- The 49% rule: Its statutory basis is Article 18(3) of the Law, which authorises the Ministry, where plots are allocated to companies, to take measures preventing sales and speculative transfers of ownership until the price has been paid and the facility has started production. The statutory power is tied to that period, and the Regulation itself links the shareholding check to the building, occupancy and operating licence stages. Applying the rule to changes in the shareholding of a company that has already paid in full and started production would therefore be open to challenge. The Law targets speculative transactions, and the Regulation does not set out the criteria the Ministry will apply when approving a genuine acquisition.
- Transfers: The Law prohibits the transfer of allocated plots before payment and production (Article 18(3)) and expressly permits only a transfer to a qualifying shareholder on liquidation (Article 18(4)). The Regulation extends the exceptions, now also to pre-allocations. Inheritance, mergers, demergers and conversions are forms of universal succession and sit comfortably with the statutory prohibition. A voluntary transfer to a wholly owned company is more debatable.
- Sanctions and forum: Under the Law, a breach of the transfer restrictions established by a court leads to the plot being taken back at its original price (Article 18(5)). The Regulation provides for direct cancellation. Because an OIZ is a private law legal entity (Article 5), challenges to an OIZ's cancellation decision will generally go to the civil courts, while challenges to Ministry decisions go to the administrative courts. Identifying which body took the decision is therefore the first step in any challenge.
- Leasing: The Law permits participants to lease their facilities to one or more tenants under the procedures in the Regulation (Article 18(11)), so the new build to suit exception rests on a sound basis. The Law requires, however, that the lease be for production purposes.
- Surface rights: The Law does not regulate surface rights over OIZ plots generally; it mentions them only for real estate investment trusts established by OIZs (Additional Article 5). The new Article 63/A therefore relies on the Ministry's general rule-making power (Article 27) and the OIZ's position as owner. Making the right non-independent and non-transferable is consistent with the statutory transfer restrictions. Surface rights over plots owned by participants, particularly before payment and production, are more open to challenge under Article 18(3), and land registry practice will also matter.
- Price of neighbouring plots: The Law caps the unit sale price of a plot at 25% above unit cost (Article 15(2)). How a tender price under the new priority rule interacts with this cap may become a point of dispute.
For investors, the practical message is that the Regulation's rules should be applied with the Law in mind: the 49% rule is most clearly enforceable during the investment phase, and transfer and surface right structures should stay within the categories the Law can support.
10. Side by Side Summary
| Article |
Before |
After 6 November 2026 |
| 19 |
Trade registry certificate sufficient; joint signatories could appoint one by majority consent |
Certificate must show unlimited authority; joint signatory needs consent of the other joint signatories |
| 42 |
No rule on form of signature |
Electronic signature of operating licences mandatory |
| 54/A |
Pre-allocation until parcelling plan approval; no transfer under any circumstances |
Pre-allocation until infrastructure is complete; transferable in permitted cases; unapproved share transfer leads to cancellation |
| 55 |
No priority for neighbours |
Priority for adjoining producers through a mandatory tender |
| 60 |
Cancelled plots could not be re-allocated without Ministry approval; no priority for a returning participant |
Cancellation void if extension granted; re-allocation to same investor at current price before refund, no further extension |
| 61 |
49% rule as a mandatory contract clause |
49% rule as a direct ground for cancellation, expressly covering pre-allocations |
| 63 |
Title free of repurchase annotation and one year after title before leasing |
Neither requirement applies if allottee and tenant apply jointly at allocation |
| 63/A |
No specific rule |
Non-independent, non-transferable surface right limited to the allocation period |
11. Action Points for Foreign Investors
- Map your group's OIZ plots, their allocation status and the dates of any pending investment deadlines.
- Before any share sale, capital increase, new investor or group reorganisation, calculate the cumulative change in shareholding since allocation and obtain Ministry approval where required.
- In acquisitions of Turkish targets, cover OIZ plots specifically in due diligence, conditions precedent and warranties.
- Use the permitted transfer routes for pre-allocations in mergers, demergers and intra-group restructurings.
- If a project is delayed, apply for extensions in time and, if an allocation is cancelled, compare the indexed refund with the current price and request re-allocation before the refund is paid.
- Plan leasing and surface right structures at the allocation stage, apply jointly with the intended tenant, and document the relationship with the tenant or surface right holder in detail.
- Prepare signature authority documents and consents before each OIZ general assembly.
12. Conclusion
The November 2026 amendments tighten control over speculative transfers while giving genuine industrial investors more flexibility. The key points are:
- The 49% shareholding rule is not new, but it is now a direct ground for cancellation and expressly covers pre-allocations, with clear consequences for M&A. Its statutory basis is tied to the investment phase.
- Pre-allocation rights can now be transferred in mergers, demergers, inheritance and intra-group cases, and the pre-allocation phase lasts until infrastructure is completed.
- Plots cancelled for missed deadlines can be re-allocated to the same investor at the current price if requested before the refund, with no further extension.
- Producers on adjoining plots can obtain priority through a mandatory tender.
- Build to suit leasing is possible from the outset, without the title and one-year requirements, where the allottee and tenant apply together.
- A new, non-independent and non-transferable surface right allows third parties to build on OIZ plots, with the allottee remaining jointly liable.
For advice on OIZ plot allocations, Ministry approvals for share transfers, M&A involving OIZ assets, allocation cancellations, leasing and surface right arrangements, please contact us at info@guzeloglu.legal.