Important Condominium Transactions in Turkey: Article 45 Unanimity Rule for Foreign Owners

What does Article 45 require?

Article 45 is titled “disposals and important matters.” Its function is to protect every condominium owner against major transactions affecting the common property that go beyond ordinary daily management.

The provision states that transactions such as encumbering the main property with a right, dividing the land and transferring ownership of the divided part, or important management transactions such as leasing the exterior walls, roof or rooftop of the main structure for advertising can be carried out only on the basis of a decision taken unanimously by all condominium owners.

This is a higher threshold than the ordinary decision rules in Article 30, the double-majority rule for useful improvements in Article 42, and the four-fifths rule applying to certain unilateral common-area alterations under Article 19. Article 45 protects the shared property itself against major dispositions without universal owner consent.

The provision uses examples rather than reducing the concept to one transaction type. The legal question is whether the proposed act is a disposition or important management transaction of the kind governed by Article 45.

Encumbering the main property with a right

Article 45 expressly includes encumbering the main property with a right. This matters where the condominium is asked to grant a real or contractual right that burdens common property for another person or company.

The exact legal form of the proposed right must be identified before voting. An easement, long-term use right, access right or other burden can have consequences far beyond an ordinary service contract. A manager should not sign a document that creates a significant property burden merely because the contract includes a monthly payment to the condominium.

Foreign owners should request the complete draft agreement and title effect before giving consent. The summary presented at a meeting may not disclose renewal periods, exclusivity, access rights, equipment-removal duties, indemnities or registration provisions.

If the right will be registered at the land registry, the formal title requirements and representation authority must also be satisfied. A meeting vote does not itself complete every formal act required for registration.

Dividing the parcel and transferring a divided part

Article 45 also expressly requires unanimity for dividing the land and transferring ownership of the divided portion. This is a fundamental property transaction because every independent unit is linked to a land share in the main property.

A proposal to sell an unused strip of the condominium parcel to a neighbour, transfer part of the garden to a developer or restructure the parcel boundaries cannot be treated as ordinary management. The transaction changes the underlying land in which every owner has a shared legal interest.

Public-law cadastral, zoning and municipal requirements remain separate. Even unanimous condominium consent does not guarantee that subdivision is legally permitted. The correct sequence is to confirm technical and public-law feasibility and then obtain the necessary private-law unanimity and formal title acts.

Owners should also review how any transaction will affect land shares, access, building setbacks, parking, common utilities and the value of each independent unit.

Leasing the exterior wall, roof or rooftop for advertising

Article 45 gives a particularly clear example of an important management transaction: leasing the main structure’s exterior walls, roof or rooftop for advertising purposes. The statute requires unanimous approval of all owners.

This prevents a simple majority from commercializing a highly visible or valuable common part against the objection of even one owner when the Article 45 example applies. The manager cannot replace the missing unanimous vote by relying on general management authority.

The lease should identify the exact area, term, rent, tax/expense allocation, installation method, structural loading, electricity use, maintenance access, insurance, liability, removal obligation and reinstatement condition at the end of the contract.

Article 19 may also become relevant if the tenant or contractor will physically install structures on common walls or the roof. A valid commercial agreement does not eliminate the requirement that the works themselves comply with condominium, architectural and public-law rules.

What about telecom antennas, base stations or other rooftop equipment?

Article 45 expressly names advertising leases, not every possible modern rooftop technology. A telecom or technical installation should therefore be classified by examining the rights granted, the area occupied, duration, exclusivity, physical intervention and whether the transaction constitutes an important management act or burden on common property.

Article 4 lists roofs among statutory common areas. Article 16 confirms that all owners hold shared rights in common places, while Article 19 restricts construction and installations undertaken in common areas. These rules operate together with Article 45 where a substantial lease or property right is proposed.

The safe legal approach is not to assume that management can sign a telecom contract under ordinary day-to-day authority. Obtain the full contract, identify the property right and installation, determine the required Condominium Law vote, and separately check electronic-communications, zoning, structural and safety rules.

The same approach applies to solar-equipment leases, signage structures, external commercial screens and other arrangements granting a third party continuing use of common property.

Can the condominium manager sign an Article 45 transaction alone?

No manager can create owner approval that the statute requires. Article 35 gives the manager broad duties in ordinary management, implementation of owners’ decisions, preservation of the property and collection/payment matters. Article 45 is a specific restriction for major transactions.

If unanimity is required, the manager’s role is to implement the unanimous decision and sign within the authority validly granted. The manager should not decide independently that a lucrative contract is in the condominium’s best interests and bypass the owners.

A professional management company is subject to the same limit. Commercial experience does not substitute for legal authority.

Foreign owners should review the meeting minutes and the power granted to the signatory. A contract may be vulnerable if the person who signed lacked the necessary underlying owner authorization.

How should rent income and expenses be documented?

Where the condominium receives income from an Article 45 transaction, the manager must keep accurate records under the Condominium Law’s accounting and document-preservation rules. The contract, invoices, payment receipts, tax documents, insurance records and expenses connected with installation should be kept with management records.

The owners’ resolution should state how income will be treated within the condominium accounts and how related costs will be allocated. Tax treatment should be reviewed separately based on the nature of the income, parties and current tax rules.

A foreign owner should not accept a statement that “the roof rent is used for expenses” without a written contract and traceable accounting. Article 39 gives owners statutory account-review rights, and Article 41 provides audit mechanisms.

Our guide on condominium manager duties and liability explains those account and audit rules.

What if an Article 45 transaction was approved without unanimity?

A resolution purporting to authorize a transaction subject to Article 45 without unanimous approval is legally defective. The owner should obtain the complete meeting file, attendance list, proxies, vote count and signed contract immediately.

Where the challenge concerns the owners’ assembly decision, Article 33’s ordinary annulment periods may be relevant: one month from the decision date for an attending dissenting owner, and one month from learning of the resolution for an absent owner, ordinarily subject to the six-month long-stop period. Decisions that are legally non-existent or absolutely void are treated separately by Article 33.

Our dedicated guide explains challenging a condominium meeting decision in Turkey.

The contract with the third party must also be analyzed. The legal consequences for a contracting counterparty depend on the transaction, authority, registration and other facts; cancelling the owners’ resolution and determining the contract’s effect are related but not necessarily identical questions.

Can a foreign owner give or withhold consent from abroad?

Yes. Foreign owners have the same condominium ownership rights. Where the owner cannot attend, representation may be used subject to Article 31 proxy limits and the formal authority required for the transaction.

For a transaction that may lead to a land-registry act, the representative may need a notarized power of attorney containing express authority suitable for the formal act. A general meeting proxy should not automatically be assumed sufficient.

See our guide on power of attorney for a lawyer in Turkey from abroad and the separate guide on apostille and certified translation.

Buyer due diligence: existing roof and land contracts

A purchaser of an apartment should ask whether the condominium has granted long-term rights over the roof, façade, garden, access road or another common area. Such contracts can affect noise, access, visual appearance, maintenance and future redevelopment.

Request the management plan, recent owners’ assembly minutes, current manager’s contracts, title-record annotations and any registered rights affecting the main property. If a commercial rooftop installation exists, obtain the agreement and the owner resolution on which it is based.

A buyer who discovers an installation after title transfer may have different remedies depending on whether the transaction was validly approved and whether the contract binds successors. Pre-purchase review is substantially cheaper than post-purchase litigation.

Article 45 transaction checklist

1. Identify the exact transaction. Lease, easement, transfer, parcel division or another right?
2. Determine whether Article 45 applies. Do not label a major disposal “ordinary management.”
3. Obtain unanimous owner approval where required. Attendance majority is not enough.
4. Review proxies and formal authority. Article 31 limits and title formalities may both matter.
5. Review the management plan. It cannot reduce mandatory Article 45 unanimity but may contain additional procedure.
6. Check Article 19 for physical installations. Contract authority and construction authority are separate questions.
7. Check public-law approvals. Advertising, telecom, zoning and structural rules remain applicable.
8. Use a written contract. Define area, term, rent, access, insurance, liability and restoration.
9. Record income transparently. Preserve contract and payment records under Articles 36, 39 and 41.
10. Act quickly against a defective resolution. Article 33 can impose short challenge periods.

Official legal sources

• Condominium Law No. 634 — especially Articles 4, 16, 19, 33, 35, 39, 41 and 45.
• Law No. 6325 on Mediation in Civil Disputes — Article 18/B for condominium-law disputes.

Frequently Asked Questions

What majority does Article 45 require?

Unanimity of all condominium owners for the transactions and important management matters within the article.

Can a majority lease the roof for advertising?

No. Article 45 expressly states that leasing the exterior walls, roof or rooftop for advertising as an important management act requires unanimous approval.

Can the manager sign a rooftop lease without an owners’ vote?

Not where Article 45 requires unanimity. The manager implements owner decisions but cannot replace a statutory unanimous decision.

Can the condominium sell part of its garden land?

Article 45 expressly includes dividing the land and transferring ownership of the divided part. Unanimous approval and separate cadastral/zoning/title requirements must be satisfied.

Can the condominium grant an easement over common property?

Article 45 expressly covers encumbering the main property with a right. The exact formal requirements depend on the right created.

Does Article 45 automatically govern every telecom antenna?

The transaction must be classified by its legal rights, use of common property and physical works. Articles 4, 16 and 19 also apply, and a substantial rooftop lease or burden must not be treated casually as ordinary management.

Do public-law permits still matter if all owners agree?

Yes. Unanimous condominium consent does not replace advertising, telecom, zoning, building, structural or safety approvals required by public law.

Can a foreign owner vote by proxy?

Yes, subject to Article 31 and any stricter formal authority required for the transaction or title act.

Can I challenge a non-unanimous Article 45 decision?

Yes. The specific decision, Article 33 challenge periods, mandatory mediation and contractual consequences should be reviewed immediately.

Should I check roof contracts before buying an apartment?

Yes. Existing leases, registered rights and commercial installations on common property can affect use and value and should be part of due diligence.

Conclusion

Article 45 draws a clear boundary around major condominium transactions. Encumbering the main property, dividing and transferring part of the land, and important management acts such as advertising leases over the exterior walls, roof or rooftop are not matters for a manager or ordinary majority. They require unanimous owner approval.

Foreign owners should insist on the full contract and vote record before consenting to a commercial use of common property. The legal review must then continue beyond Article 45 to physical-installation rules, public permits, tax/accounting treatment and any formal land-registry requirements.