Preliminary Real Estate Sale Agreement in Turkey: TBK Article 237, Notary Form and Title Annotation

1. A sale promise creates an obligation to transfer later; it is not the title transfer

Turkish law separates a contract that obliges the parties to complete a future real-estate transfer from the legal act that actually transfers registered ownership. A preliminary agreement, commonly described in Turkish practice as a taşınmaz satış vaadi sözleşmesi, is a binding contractual route only when the statutory form requirements are satisfied. It does not, merely by being signed, make the buyer the registered owner.

This distinction matters especially to foreign buyers purchasing an unfinished unit, a property whose title transfer is scheduled for a later date, or a property subject to conditions that must be completed before closing. A marketing reservation form, invoice, bank transfer, private English-language contract or developer brochure does not replace the official form required by Turkish law for a real-estate sale promise.

Ownership of registered real estate is completed through the title-registration system. For the general foreign-buyer framework, see our Buying Property in Turkey for Foreigners: Article 35 guide. For the closing stage, see Title Deed Transfer in Turkey for Foreigners 2026.

2. Turkish Code of Obligations Article 237 makes official form a validity requirement

Article 237 of Turkish Code of Obligations No. 6098 draws a clear statutory line. The first paragraph requires an immovable sale contract to be executed in official form. The second paragraph states that a promise to sell immovable property, a repurchase agreement and a purchase-option agreement are not valid unless executed in official form. This is not merely an evidentiary preference; the statute makes the prescribed form part of the validity of the transaction.

Article 237 must be read together with Turkish Civil Code Article 706, which provides that contracts aimed at transferring ownership of immovable property must be made in official form, subject to the statutory exceptions for instruments with their own special forms. The practical result is that foreign parties should identify, before payment, whether they are signing only a reservation/private agreement or a legally valid official-form sale promise.

3. Notary Law Articles 60(3) and 89 govern the notarial route

Notary Law No. 1512 Article 60(3), as amended, expressly lists making a real-estate sale promise among notarial duties. It also authorises annotation of that promise through the title-information system at the request of a party when the relevant fees and expenses are paid. Article 89 separately includes a real-estate sale promise among transactions that must be prepared under the statutory “arrangement” procedure rather than being reduced to a simple signature-certification exercise.

This distinction is important for a foreign document. A foreign buyer should not assume that having signatures certified on a privately drafted contract turns that contract into the official-form Turkish sale promise contemplated by Articles 237, 60 and 89. Authentication of signatures and preparation of an instrument in the legally prescribed official form are different legal functions.

Since the 2022 statutory amendment and the subsequent notarial real-estate-sale system, notaries can also make real-estate sale contracts under Notary Law Article 61/A. That separate authority should not obscure the distinction between (a) an immediate sale that results in title registration and (b) a sale promise that obliges a future transfer.

4. Turkish Civil Code Article 1009 gives the sale-promise right a Land Registry annotation mechanism

Turkish Civil Code Article 1009 expressly lists rights arising from a real-estate sale promise among personal rights that may be annotated in the Land Registry. The second paragraph states the legal effect: once annotated, those rights can be asserted against holders of rights subsequently acquired over that property.

The annotation therefore addresses a risk that is different from contractual validity. An official-form promise can bind its parties, while annotation concerns the ability to invoke the promise against later right-holders. A buyer who pays a substantial amount but leaves the promise unannotated carries a materially different third-party risk from a buyer whose valid promise has been properly annotated.

Annotation still does not make the buyer owner. It records and strengthens the buyer’s personal right in the manner set out in Article 1009. The actual transfer must still be completed through the legally required registration process.

5. Land Registry Law Article 26 limits the annotation effect to five years

Land Registry Law No. 2644 Article 26 provides for annotation of notarial real-estate sale promises at the request of a party. The same statutory framework provides that if the sale is not completed, or the relevant right is not established and registered, within five years from annotation, the annotation is to be removed from the register.

The five-year rule should be built into long-term development contracts. A contract that anticipates a transfer date beyond the practical annotation period requires careful restructuring; the buyer should not simply assume that an old annotation will protect the transaction indefinitely.

6. A foreign buyer cannot use a sale promise to bypass Article 35 acquisition restrictions

For a foreign natural person, Land Registry Law No. 2644 Article 35 remains relevant to the final acquisition. The buyer’s nationality, statutory area limits, security restrictions and the character of the property must be compatible with the acquisition rules when title is transferred. A promise to sell cannot convert an otherwise prohibited acquisition into a registrable transfer.

This is why nationality and parcel eligibility should be checked before the buyer becomes economically committed. A developer’s statement that “the title can be transferred later” is not a substitute for confirming that the foreign buyer can legally acquire that property under the rules applicable at the time of transfer.

The ordinary foreign-buyer limits are explained in our Article 35 property guide. If the transaction is intended for exceptional citizenship, separate citizenship conditions apply in addition to the validity of the sale promise; the two legal tests should not be merged.

7. The contract should identify the exact property, price, transfer date and conditions

An official form does not cure commercial ambiguity. The contract should identify the parties and the property with registry-level precision. Where an independent unit exists, the block, parcel, building, floor, independent-section number and ownership share should match the official records. For an unfinished project, the contractual description should be tied to the approved project and the unit that will ultimately be registered.

The price and payment schedule should be stated numerically and in a way that allows each payment to be matched to a bank record. The contract should state when title transfer must occur, what documents or construction milestones must exist before closing, what happens if a mortgage or attachment appears, and who bears statutory fees and taxes.

If the buyer expects vacant possession, a particular completion standard, furniture, parking, storage, rental-guarantee terms or removal of an encumbrance, those obligations should appear as enforceable contractual terms rather than only in sales correspondence. The contract should also state the consequences of delay, non-delivery and non-transfer in language compatible with mandatory Turkish law.

Before finalising the price provisions, see our Cost of Buying Property in Turkey 2026 guide for the separate title-deed fee and official-charge framework.

8. Payment should follow legal milestones, not sales pressure

A foreign buyer frequently signs from another country and transfers funds before seeing the original registry record. That structure makes documentary control especially important. The buyer should establish the seller’s identity and authority, current title status and the exact contractual basis for each payment before funds leave the buyer’s account.

A deposit should not be described casually. The legal consequences of an advance payment, earnest money, withdrawal money, contractual penalty or refundable reservation payment are not identical. The contract should state what the payment is, when it becomes non-refundable, what event requires refund, and the repayment deadline.

Payments should be made through traceable banking channels using a description that identifies the property and contractual purpose. Payment to an estate agent, employee or unrelated account should not be treated as payment to the seller unless the recipient has clear authority and the contract addresses that payment route.

Where an existing mortgage will be discharged at closing, the payment sequence should connect the lender’s release with the transfer. Where the seller is a developer, corporate authority, project rights, construction status and any project finance security should be reviewed before substantial advance payment.

9. Prepaid residential projects trigger additional Consumer Law rules when the statutory consumer conditions apply

Consumer Protection Law No. 6502 contains a separate regime for prepaid residential sales. Article 40 defines a prepaid residential sale as a transaction in which the consumer pays all or part of the price in advance and the seller undertakes to transfer or deliver the residential property after that payment. Article 40 also prohibits entering into such a prepaid residential contract before the building permit has been obtained.

Article 41 requires the prepaid residential sale to be registered in the Land Registry or, when structured as a sale promise, requires the promise to be made in notarial arrangement form. It further states that the seller cannot demand payment or a document putting the consumer under debt before a valid contract has been made.

Article 43 gives the consumer a fourteen-day statutory withdrawal right under the conditions set out in the provision. Article 44 sets a maximum thirty-six-month transfer or delivery period for prepaid residential sales. Article 42 requires the statutory security mechanism for projects within the provision’s scope. These are mandatory consumer-law protections and should be checked separately from the general Article 237 validity rule.

The classification must be accurate: the prepaid-housing chapter does not automatically apply to every commercial land purchase, resale between private parties or investment transaction. The parties’ legal status and the transaction’s purpose determine whether consumer rules apply.

10. If the seller refuses the final transfer, Turkish Civil Code Article 716 provides the statutory registration claim framework

Turkish Civil Code Article 716 provides that a person who has a personal right to request registration of ownership based on a legal ground for acquisition may, if the owner refuses, ask the court for judicial transfer of ownership. A valid real-estate sale promise can form the contractual basis for such a claim when its substantive and procedural conditions are met.

The buyer must distinguish a claim for transfer from a claim for repayment or damages. If transfer has become legally impossible, if the seller was not the owner, if the foreign buyer cannot lawfully acquire the parcel, or if another legal obstacle exists, the available remedy can differ. The contract should therefore be drafted with both performance and failure scenarios in mind.

Before litigation, the current title record, annotation, payment evidence, notarial instrument, correspondence and proof of the buyer’s own performance should be assembled as one file. The relief sought must correspond to the legal position shown by those records.

11. A foreign buyer may act through a power of attorney, but title-related authority must be drafted for the intended acts

A buyer outside Turkey can use a power of attorney for delegable property and notarial acts, provided that the instrument is valid for use in Turkey and contains the authority required for the transaction. Authentication, apostille or consular formalities and Turkish translation depend on where and how the document is executed.

Notary Law Article 89 includes powers of attorney that by their nature require Land Registry action among documents subject to the statutory arrangement procedure. A generic business power should not be assumed to contain authority to sign a real-estate sale promise, complete a title transfer, create a mortgage or make citizenship-related declarations.

For overseas execution, use our dedicated Foreign Power of Attorney for Turkish Property guide before booking the foreign notary or consular appointment.

12. Legal due diligence should be completed before the sale promise becomes economically irreversible

At minimum, a foreign buyer should verify the registered owner, property description, current mortgages, attachments, injunctions, usufructs, easements and annotations. For buildings, municipal and condominium documentation should be reviewed where material. For an unfinished project, the project approvals, building permit, seller/developer rights and the unit’s future registration route require separate verification.

The foreign-acquisition eligibility check should run in parallel. If the buyer’s nationality or the property location creates a restriction under Article 35, that issue should be resolved before full payment. If citizenship is an objective, the citizenship-specific property and payment rules should be checked before the sale promise is signed; an ordinary valid sale promise is not automatically a citizenship-qualifying investment.

A buyer should also verify whether the contract is intended to be annotated immediately. Notary Law Article 60(3) now expressly permits the sale promise to be transmitted for Land Registry annotation through the title-information system at a party’s request after the required fees and expenses are paid. Leaving this question until after payment creates avoidable third-party risk.

Practical conclusion

A preliminary real estate sale agreement in Turkey is useful when title transfer will occur later, but its legal effect depends on form, content and registration strategy. TBK Article 237 requires official form; Notary Law Articles 60 and 89 govern the notarial sale-promise procedure; TMK Article 1009 provides the Land Registry annotation mechanism; Land Registry Law Article 26 supplies the five-year annotation period; and TMK Article 716 provides the statutory basis for judicial transfer where a person entitled to registration faces an owner who refuses. A foreign buyer must additionally satisfy the Article 35 acquisition framework at the final title stage.

The safest structure is therefore not “sign first, check later.” The title record, foreign-buyer eligibility, seller authority, project status, contract form, annotation request and payment milestones should be verified as one integrated closing file.