Conditions for Administrative Termination of Contracts in Urban Transformation

Yazar: Av. Hüseyin AydınYayın: 24 September 2026Son güncelleme: 19 October 2026

Hüseyin Aydın – Lawyer, Alanya

Administrative termination of a contract in urban transformation is an exceptional and effective legal protection mechanism created by the legislator so that buildings exposed to disaster risk can be renewed without delay and landowners are not left victimised for years by a contractor’s default. Construction contracts in return for land share (flat-for-land contracts) are mixed-type agreements: in one respect they are contracts for work, and in another they contain the transfer of, or a promise to sell, immovable property. Under the general principles of the law of obligations, such contracts cannot, as a rule, be terminated by a unilateral declaration of intent; termination is possible only by mutual agreement of the parties (rescission agreement, ikale) or by a court judgment. However, the need to renew buildings at disaster risk urgently and to secure the safety of life led the legislator to create a fast administrative mechanism that departs from the cumbersome court proceedings produced by the general provisions.

Under paragraph 14 of Article 6 of the Law No. 6306 on the Transformation of Areas under Disaster Risk, where, for reasons attributable to the contractor’s fault, construction work is not started within one year or the construction remains stopped for at least six months, the administrative termination procedure may be initiated by a decision of the absolute majority of the owners calculated according to their land shares. Following a technical examination by the administration and the expiry, without result, of a thirty-day notice period granted to the contractor, the contract is deemed terminated ex officio without the contractor’s consent or a court judgment being required, and the contract annotations in the land register are cancelled.

Particularly in coastal areas with a dense stock of old buildings, such as Antalya, Alanya, Mahmutlar, Oba and Tosmur, administrative termination is a vital legal safeguard in deadlocked disputes between landowners and contractors that cause serious harm because construction has been left unfinished. However, this extraordinary termination power can only be exercised if the strict formal and procedural rules required by the Law and the Regulation are fully complied with.

1. Legal Nature of the Construction Contract in Return for Land Share

A construction contract in return for land share is a bilateral (synallagmatic) contract of a mixed nature under which the landowner undertakes to transfer certain shares of the land he or she owns to the contractor, and the contractor undertakes to build on that land a building in compliance with the contract and the zoning legislation and to deliver independent units to the landowner.

This agreement is a combination of two basic types of legal contract:

• Contract for Work Element: Under Article 470 et seq. of the Turkish Code of Obligations No. 6098 (TBK), it refers to the contractor’s obligation to produce a work and deliver it on time and free from defects.
• Promise to Sell Immovable Property / Transfer of Ownership Element: It refers to the obligation to transfer ownership, which under Article 706 of the Turkish Civil Code No. 4721 (TMK), Article 237 TBK, Article 26 of the Land Registry Law and Article 60 of the Notaries Law must be executed in official form (before a notary).

Because of this mixed structure, termination of the contract and settlement of the land register position are subject to much stricter procedural rules than an ordinary service contract. According to the settled case law of the Court of Cassation (Yargıtay) and the Regional Courts of Appeal, construction contracts in return for land share that contain an element of transfer of immovable property cannot be terminated by a unilateral declaration of intent. Indeed, as also emphasised in decisions of the 27th Civil Chamber of the Ankara Regional Court of Appeal, as long as the parties’ intentions to terminate do not coincide, under the general provisions the contract can be terminated only by agreement of all parties or by a court judgment. Just as in the issues of construction servitude and occupancy permit security we examined earlier, real or personal rights registered or annotated in the land register cannot be removed without an official and binding judicial or statutory basis.

2. Ways of Terminating the Contract and Comparison

There are three separate ways of legally terminating construction contracts concluded in the urban transformation process:

2.1. Mutual Agreement of the Parties (Rescission / Settlement Protocol)

The contract can always be terminated if all the parties (all landowners and the contractor) make declarations of intent to the same effect. This transaction, called an “ikale protocol” or “settlement protocol” in practice, must, if the contract was made in official form before a notary, likewise be executed in official form before a notary in accordance with the principle of parallelism of form.

An effective termination and settlement protocol must include the following:

• The date, journal number and notary of the main contract being terminated,
• The actual completion rate and current level of the construction on site,
• The value of the work carried out by the contractor and the mutual set-off,
• The financial picture of any incomplete and defective work,
• The method of returning land shares transferred to the landowners or the contractor and the land registry timetable,
• Express consent to the cancellation of the promise-to-sell and construction annotations in the land register,
• The rights in respect of which the parties release each other for the past and the future (release protocol).

The greatest drawback of this route under the general provisions is that the process becomes completely deadlocked if even a single landowner refuses to sign or if the contractor refuses to sign the protocol by making unjustified demands.

2.2. Termination by Court Judgment under the General Provisions (Civil Courts)

Where mutual agreement cannot be reached, the general legal remedy available to landowners is to file an action for termination of the contract (withdrawal from the contract) and for cancellation and re-registration of title before the Civil Court of First Instance (Asliye Hukuk Mahkemesi). With the help of panels of court experts, the court examines whether the contractor has fallen into default, whether a reasonable additional period was granted and to whom the delay is attributable.

However, taking into account site inspections, expert reports, objections, appeal and review by the Court of Cassation, a termination action in the civil courts can take on average 3 to 5 years. During this period, citizens whose building has been demolished are left without a home, rent assistance runs out and the property lies idle.

2.3. Administrative Termination under Law No. 6306 (Special Exception)

The administrative termination mechanism introduced by urban transformation legislation was designed precisely to break this deadlock. Law No. 6306 provides that, on a risky building plot, the contract automatically becomes ineffective upon the administration’s determination and the expiry of the statutory time limits, without waiting for court proceedings that would last for years.

Criterion	Court Route under the General Provisions	Administrative Termination under Law No. 6306
Legal Basis	Turkish Code of Obligations Art. 470 et seq., TMK Art. 706	Law No. 6306 Art. 6/14, Regulation Art. 13
Required Majority	As a rule unanimity (all co-owners)	Absolute Majority by land share (50% + 1)
Court Judgment	Mandatory (cannot be terminated without a court judgment)	Not required (deemed terminated ex officio by operation of law)
Average Duration	3 – 5 years (including appeal and Court of Cassation stages)	2 – 4 months (administrative examination and 30-day notice period)
Cancellation of the Land Register Annotation	By a final court judgment or with the contractor’s consent	Ex officio cancellation upon the administration’s letter or the owners’ request
Settlement Claims	Can be resolved in the same action, in the alternative/comprehensively	A separate application to the civil courts is required for private law settlement

3. Conditions for Administrative Termination of the Contract in Urban Transformation under Law No. 6306

Since administrative termination is an extraordinary statutory power, for the administration to deem the contract terminated ex officio the conditions listed in Article 6/14 of Law No. 6306 and Article 13 of the Implementing Regulation must be met together and cumulatively.

3.1. Required Majority: Absolute Majority by Land Share

Recent amendments to urban transformation legislation have made the decision-making mechanism easier. The “two-thirds (2/3)” majority requirement in earlier versions of the Law has been abandoned; under the current legislation an absolute majority by land share (a share exceeding 50%) is considered sufficient.

The critical point here is this: the majority is calculated not according to the number of persons or independent units, but according to the land shares registered in the land register. For example, on a plot with a total of 1,000 land shares, the signatures of owners holding at least 501 land shares are sufficient to initiate the administrative termination application. The decision minutes must fully contain the Turkish ID numbers (or other identity details) of all owners, independent unit numbers, current land shares and wet signatures.

3.2. Condition of Construction Not Started Within One Year

The first statutory ground for termination is that the contractor has not started the construction work even though one year has passed since the contract was signed.

For the purposes of the Law and administrative practice, “commencement of work” does not cover merely formal steps. The following acts alone do not legally mean that construction work has started:

• Merely having applied to the relevant municipality for a building permit,
• Surrounding the plot with metal hoarding or putting up a site sign,
• Carrying out token, superficial excavation and then abandoning the site.

For legally valid commencement of work, the building permit must have been obtained, the building inspection mechanism established, the actual site organisation deployed with workers and equipment, and foundation/structural work concretely carried out.

3.3. Condition of Construction Stopped for at Least Six Months

The second statutory ground for termination is that, although construction has started, the work has stopped at a certain stage and for at least six months activity has not continued with a team and equipment sufficient to complete the project.

In practice, some contractors send one or two workers to the site once a month or have token rebar-tying work carried out in order to block the termination procedure. However, administrative inspection and judicial case law characterise this as “window dressing” and examine whether the activity is serious enough to secure completion, in line with the size of the project and the work schedule. Building inspection reports, site manager reports and findings of the local municipal police are decisive evidence at this point.

3.4. Delay Attributable to the Contractor and the Owners’ Obligations

The most fundamental precondition, persistently emphasised in decisions of the 6th Civil Chamber of the Court of Cassation and of the Council of State (Danıştay), is that the delay must result from the contractor’s fault and that the owners must have fully performed the obligations incumbent on them before construction.

Justified grounds for termination attributable to the contractor include:

• The company’s financial difficulties, inability to obtain financing, concordat (composition with creditors) or bankruptcy,
• Failure to secure the necessary workforce, subcontractors and construction materials,
• Failure to pursue and complete the permit procedures within a reasonable time,
• Actual abandonment of the site.

Conversely, if the delay results from the owners’ fault, the conditions for administrative termination are not met. For example, where the plot has not actually been vacated and handed over to the contractor, the powers of attorney required for zoning and permits have not been given, land registry transactions could not be carried out because of a dispute among owners over share transfers, or there are interim injunctions issued by courts, the administration must reject the termination request.

4. Step-by-Step Procedure for Administrative Termination of the Contract in Urban Transformation

The process of terminating a construction contract in return for land share by administrative means in urban transformation consists of a five-stage administrative procedure:

Stage 1: Absolute Majority Decision and Authority of Representation
The owners constituting the absolute majority of land shares meet and record a reasoned termination decision in minutes. In this decision, the owners should appoint a representative from among themselves to conduct the process, or an attorney to manage the legal process.

Stage 2: Application to the Urban Transformation Presidency / Provincial Directorate
The termination file is submitted by formal petition to the Urban Transformation Directorate within the Provincial Directorate of Environment, Urbanisation and Climate Change in the province where the property is located (or to the competent administration). The following documents are attached to the application file:

• The notarised construction contract and any additional protocols,
• Current land register records showing encumbrances and an up-to-date list of land shares,
• The absolute majority decision minutes and signature circulars/powers of attorney for representation,
• The approved determination report showing that the property is a risky building within the scope of Law No. 6306,
• Dated high-resolution photographs, satellite records and technical findings documenting inactivity on site,
• Progress payment reports and site minutes of the building inspection company showing the level of construction,
• Notarial notices previously served on the contractor and the service records.

Stage 3: Technical Examination and On-Site Inspection by the Administration
The administration’s technical teams visit the site and examine the actual situation on the spot. The records of the zoning directorate and the building inspection system and municipal correspondence are examined, and a report is drawn up on whether the stoppage results from the contractor.

Stage 4: Sending a 30-Day Notice to the Contractor
Having found that the conditions are met, the administration grants the contractor a 30-day period by official notification. The notification expressly warns that within this period the work must be started or the stopped construction resumed with a sufficient team/equipment, failing which the contract will be deemed terminated ex officio upon expiry of the period.

Stage 5: Ex Officio Termination and Legal Consequence
If the contractor does not resume activity within the 30-day period granted, or the excuses submitted are not found legally valid, at the end of the 30th day the contract is deemed terminated ex officio by operation of law. The contractual relationship ends administratively without any need for a new court judgment, enforcement proceedings or a second notice.

5. Ex Officio Termination Regime under Article 6/A of Law No. 6306

Another special administrative termination regime in urban transformation law is set out in Article 6/A of Law No. 6306. In areas containing buildings so risky that they must be demolished, or that have been heavily damaged or are at risk of collapse due to natural disasters, the Urban Transformation Presidency may take over the implementation directly and ex officio.

On the date on which the Presidency announces that it will itself carry out the transformation under Article 6/A, all construction contracts previously signed between the owners and contractors on that plot are deemed terminated automatically without the consent of any party being required. In this case there is no need for the owners even to adopt an absolute majority decision or to wait for the 30-day notice process; the way is opened for transformation directly through public authority.

6. Cancellation of Construction Annotations in the Land Register and TKGM Circular 2024/1

After administrative termination takes effect, the most critical practical stage is removing the “Promise to Sell and Construction Contract in Return for Land Share” annotation entered in the land register. Under the general rules of law, cancelling this annotation requires either that the contractor, as beneficiary, personally applies to the land registry for cancellation or that a court judgment is obtained.

However, Circular No. 2024/1 of the General Directorate of Land Registry and Cadastre (TKGM) has removed this obstacle. According to the Circular, annotations in the land register relating to contracts reported as terminated under Article 6/14 or Article 6/A of Law No. 6306 are cancelled ex officio by the land registry directorate at the request of the Presidency, the competent administration or the owners, without the consent of the contractor or other interested parties being required.

Important Distinction: The only entry to be cancelled in the land register is the annotation of the terminated construction contract. Bank mortgages, third-party attachments, court injunctions on the property, or ownership of land shares formally transferred to the contractor in the land register beforehand are not automatically deleted or reversed by this administrative letter.

7. Private Law Consequences after Termination: Value of Work Done, Restitution and Compensation

The most common misconception among citizens is that administrative termination ends all legal accounts between the landowner and the contractor. Administrative termination removes the contractual bond and opens the way for the property to be given to a new contractor; but the remaining financial settlement is a matter of private law.

After termination, the following matters must be settled separately within the civil courts:

• Value of Work Done and Progress Payments: If the contractor has brought the construction to foundation, basement or shell level, it may claim the value of the useful work it carried out under the rules of unjust enrichment. However, the owners are also entitled to set off against this amount the delay damages, negative damages, additional damages and the cost of defective work they suffered due to the contractor’s fault.
• Land Shares Transferred to the Contractor (Cancellation and Re-registration of Title): If land register shares were transferred to the contractor at the contract stage, the administrative termination decision does not automatically pass these shares back to the landowners. The owners must file an action for cancellation and re-registration of title due to termination of the contract before the Civil Court of First Instance to have ownership registered back in their names. Similar risks and procedures should be carefully addressed within the scope of legal safeguards in property sales.
• Transfers to Third Parties: If the contractor has sold the shares transferred to it to third parties (off-plan buyers), questions such as whether there is a contract annotation in the land register, the level of completion of the construction and whether the buyers acted in good faith are resolved in line with the established principle of the Court of Cassation (the rule that a person acquiring by assignment from the contractor becomes the contractor’s successor).
• Bank Transformation Loans and Progress Payments: If an urban transformation construction loan has been granted in the owners’ names, as soon as the termination application is made a notarial notice should immediately be served on the relevant bank and the administration, and all progress payments to the contractor should be stopped without delay.

8. Jurisdiction: Administrative Courts versus Civil Courts

In disputes arising during the administrative termination process in urban transformation, choosing the correct court is vitally important for procedural economy and to avoid loss of rights. In light of the decisions of the Council of State and the Court of Jurisdictional Disputes, the division of jurisdiction has been drawn with clear lines:

Subject of Dispute	Competent Branch of Jurisdiction	Type of Action and Legal Basis
The administration’s act finding that the termination conditions are met	Administrative Court	Action for Annulment and Stay of Execution (Administrative Procedure Law, İYUK, Art. 2)
The 30-day notice served on the contractor	Administrative Court	Action for Annulment of an Administrative Act
Unjustified rejection of the termination application by the administration	Administrative Court	Action for Annulment of the Administration’s Rejection
Letter to the Land Registry Directorate for cancellation of the annotation	Administrative Court	Action for Annulment of an Administrative Act
Value of construction work and progress payment receivables	Civil Court of First Instance	Action for Debt / Unjust Enrichment (TBK Art. 77 et seq.)
Return of land shares held by the contractor	Civil Court of First Instance	Action for Cancellation and Re-registration of Title (TMK Art. 1025)
Delay compensation, contractual penalty and rent losses	Civil Court of First Instance	Action for Compensation and Debt (TBK Art. 112 et seq.)
Settlement of shares sold to third parties	Civil Court of First Instance	Action for Cancellation and Re-registration of Title / Third-Party Ownership Claim

The contractor or third parties may file an action for annulment with a request for a stay of execution before the Administrative Court, alleging that the land share majority was calculated irregularly, that the time limit had not expired, that the delay was caused by the landowners or that the administration’s examination was inadequate. However, even if such an action is filed, the administrative termination remains valid unless the court expressly orders a stay of execution.

9. Regional Assessment: Practice in Antalya, Alanya and Mahmutlar

In the Mediterranean region, the line running through central Antalya (Muratpaşa, Kepez, Konyaaltı) and Alanya (Cumhuriyet neighbourhood, Güller Pınarı, Mahmutlar, Oba, Tosmur) is where urban transformation projects are most intensive.

The factors that make these areas special from a legal and technical point of view are:

• Sea Salt and Corrosion: In 20-30-year-old buildings on the coastline, high humidity and the use of sea sand have caused severe corrosion and loss of reinforcement in reinforced-concrete load-bearing systems.
• Many Owners and Foreign Co-owners: In residential complexes in Alanya and Mahmutlar, the fact that some of the owners are foreign residents or Turkish citizens living abroad complicates notification and decision-making processes. Determining the absolute majority of land shares and ensuring that notifications are served correctly is therefore of vital importance.
• Contractors’ Financing Crises: Owing to rising construction costs, hundreds of independent units remain unfinished because of contractors who obtain the permit and lay the foundations but cannot complete the project. Indeed, the transformation of the old building stock is listed as a priority objective in Alanya Municipality’s strategic plans.

When taking urban transformation and termination steps for a property in the region, a risky building assessment should first be carried out by authorised licensed institutions, objection procedures completed and the building vacated (for general protection principles on eviction and vacating, the guide on eviction and protection of ownership may also be consulted), and then, if the contractor fails to fulfil its contractual undertakings, the administrative application file should be completed without delay.

10. Legal Checklist for Owners and Contractors

11. Frequently Asked Questions (FAQ)

Are the signatures of all owners required for administrative termination?

No. Administrative termination under Article 6/14 of Law No. 6306 does not require the agreement of all owners; it is sufficient for an absolute majority (a share exceeding 50%) of the owners, calculated by land share, to decide in favour of termination.

Does an action for annulment filed by the contractor automatically suspend the administrative termination?

No. Under the Administrative Procedure Law (İYUK), filing an action for annulment does not automatically suspend the execution of the administrative act. For the termination of the contract and the cancellation of the land register annotation to be halted, the Administrative Court must have expressly issued a stay of execution order.

After administrative termination, do title deeds in the contractor’s name automatically pass to the landowners?

No. Administrative termination only ends the contractual bond and removes the contract annotation in the land register. If independent units or land shares are registered in the contractor’s name, an action for cancellation and re-registration of title must be filed before the Civil Court of First Instance to return them to the owners.

If the contractor sends a few workers as a token gesture during the 30-day notice period, is termination prevented?

It cannot be prevented. The Law and the Regulation require activity to continue with a team and equipment at a level sufficient to complete the project. Sham or token work is rejected through the administration’s on-site technical inspection and the termination process is completed.

12. Conclusion and Legal Assessment

While termination of construction contracts in return for land share is subject to burdensome procedures and lengthy court proceedings under the general provisions, Law No. 6306 on the Transformation of Areas under Disaster Risk has introduced a fast administrative termination mechanism to prevent urban transformation projects from becoming deadlocked because of contractors’ fault.

This process, operated through a decision taken by the owners’ absolute majority of land shares, an administrative examination and a 30-day notice to the contractor, allows the contract to be terminated ex officio and the land register annotation to be cancelled without the need for a court judgment. Nevertheless, since the value of work done, progress payments, recovery of transferred title and compensation claims arising after termination remain within the sphere of private law, the process needs to be managed from start to finish with a multi-dimensional legal strategy.

To avoid irreparable loss of rights in your specific dispute, it is advisable to seek professional legal advice from a lawyer.

Legal Notice: This text has been prepared for general information purposes only and does not constitute legal advice. sophoshukuk.com makes no referral, guarantee or promise of outcome. Each case must be assessed on its own particular circumstances; for your specific dispute, please obtain professional advice from a lawyer.