Pre-Emption Rights of Co-Owners in Turkish Real Estate: When Can a Sale Be Challenged?

Where one co-owner of jointly owned Turkish real estate sells their share to someone outside the existing group of co-owners, the other co-owners generally have a statutory pre-emption right allowing them to acquire that share at the same price and terms, by bringing a court action within a defined period after learning of the sale. This right can materially affect both buyers and sellers who overlook it.

The pre-emption right (önalım or şufa hakkı) protects existing co-owners of property held in shared ownership from having an unwanted third party become a new co-owner without their input. When a co-owner sells their undivided share to an outsider, any other co-owner can, within the legal time limit, demand that the sale be redirected to them on the same terms, effectively displacing the original buyer. This is a distinct issue from partition, and frequently arises together with it in inherited or jointly purchased property.

The Turkish Civil Code grants co-owners of property held in shared (paylı) ownership a statutory pre-emption right when a co-owner sells their share to a person outside the co-ownership. The right can be exercised by filing a court action against the buyer within the statutory period, and the price and terms must match those of the original sale. The right does not generally apply to sales between existing co-owners themselves, nor typically to certain other transfers such as gifts, though the precise scope depends on the nature of the transaction.

Turkish courts examine the terms of the underlying sale (price, payment terms and any related conditions) to determine what the exercising co-owner must offer or deposit to complete the pre-emption. Courts also scrutinise whether the transaction was a genuine sale or was structured (for example, disguised as a different type of transaction) specifically to avoid triggering the pre-emption right, since Turkish courts look to the true nature of a transaction rather than its label.

A frequently debated issue is whether artificially low sale prices declared for tax purposes affect the amount the pre-empting co-owner must pay, and how courts should establish the real price where the declared price and the actual price differ. Another debated area concerns waivers of the pre-emption right and whether a co-owner can validly waive the right in advance for future, unspecified sales, as opposed to waiving it for a specific known transaction.

A co-owner wishing to exercise the pre-emption right must show that a sale (rather than another type of transfer) occurred between a co-owner and an outside party, that they were not informed or did not otherwise waive the right for that specific sale, and that they act within the statutory time limit after learning of the sale, generally by depositing or offering the sale price and filing the appropriate court action against the buyer.

The right must be exercised within a short period after the co-owner learns of the sale, and in any event within an outer limit running from the date of the sale's registration, regardless of actual knowledge. Because these periods are short and calculated strictly, a co-owner who wishes to preserve the option to exercise pre-emption should seek legal advice as soon as they become aware that a co-owner's share has been or is about to be sold.

Pre-emption actions are brought before the civil courts of general jurisdiction at the location of the property, against the buyer of the share (not against the selling co-owner, who is not a necessary party to the pre-emption action itself, though they may be relevant to related claims).

• title deed records showing the co-ownership and the recent sale/transfer;
• the sale contract or land registry transaction records showing price and terms;
• evidence of when the co-owner learned of the sale;
• proof of the ability to pay or deposit the sale price;
• any notice sent to or received from the other co-owners regarding the sale;
• evidence bearing on whether the transaction was a genuine sale or a different transaction type.

Buyers of a co-owned property share sometimes assume their purchase is final and overlook the possibility that another co-owner may exercise pre-emption within the statutory period, disrupting the transaction. Selling co-owners sometimes fail to notify the other co-owners of a pending sale, which does not prevent the pre-emption right but can extend the period during which it may be exercised, since the clock often runs from actual knowledge rather than from the sale itself. Co-owners who wish to exercise the right sometimes delay too long while negotiating informally, missing the applicable deadline.

Pre-emption disputes reward speed and precise documentation, both for a co-owner wishing to exercise the right and for a buyer trying to secure a purchase against a future claim. We recommend that anyone buying into a co-owned property, or selling a share of one, obtain a case-specific review of the co-ownership structure and the applicable time limits before completing the transaction.