Promise-to-Sell Contracts for Real Estate in Türkiye: Notarial Form, the Land Register Annotation and the Registration Lawsuit Under TBK 237 and TMK 706, 716 and 1009

Is a promise to sell real estate binding in Türkiye? It is, if it is made in official form: Article 237(2) of the Turkish Code of Obligations provides that a promise to sell real estate is not valid unless drawn up in official form, and Article 89 of the Notaries Law lists it among the deeds a notary draws up in the drafted form. A valid promise obliges the seller to transfer, but ownership passes on registration in the land register (Civil Code Article 705), and a buyer whose seller refuses may ask the court to transfer ownership by judgment (Civil Code Article 716).

This guide is written for foreign nationals buying a flat, a house or land in Türkiye from a private seller, for foreign owners selling property here, and for anyone who has paid money against a promise and is waiting for the title deed. It covers the form of the promise, the land register annotation, the registration lawsuit, default and withdrawal, deposits and penalty clauses, and the risks of creditors, a second sale and the death of the seller. It describes what the statutes say. It does not cover the rules on acquisition of property by foreign nationals, fees or charges, or how a particular court has decided a case.

1. What Is a Promise-to-Sell Contract, and What Form Does It Need?

It is a contract in which the owner of an immovable property promises to sell and transfer it, and the buyer promises to buy, with the transfer itself to follow at the land registry. Its validity depends on form: Article 237(2) of the Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu, TBK) provides that a promise to sell real estate, repurchase contracts and purchase-option contracts are not valid unless drawn up in official form (resmî şekilde düzenlenmedikçe geçerli olmaz).

The Turkish Civil Code No. 4721 (Türk Medeni Kanunu, TMK) states the same principle for the transfer contract. Article 706(1) provides that the validity of contracts aimed at the transfer of ownership of immovable property depends on their being drawn up in official form, and Article 706(2) leaves dispositions on death and matrimonial property contracts to their own forms. Article 237(1) TBK repeats the rule for the sale of real estate itself, and Article 237(3) sets a different rule for a different contract: the validity of a pre-emption contract (önalım sözleşmesi) depends on written form.

The Notaries Law No. 1512 (Noterlik Kanunu) names the authority. Article 60(3), as amended by Law No. 7413 of 23 June 2022, lists among the duties of notaries making real estate promise-to-sell contracts and, where one of the parties requests it and pays the fees and costs, annotating the contract in the land register through the land registry IT system; the same sub-paragraph also lists making real estate sale contracts. Article 89 lists the gayrimenkul satış va'di among the transactions drawn up under the rules for the drafted form (düzenleme şekli).

• Drafted form. Article 89 of the Notaries Law places the promise to sell immovable property, together with contracts and powers of attorney that by their nature require a transaction at the land registry, among the transactions drawn up in the drafted form.
• Certification is a different act. Article 60(4) describes another duty of the notary: certifying the signature, seal, mark or date on papers written elsewhere and brought in. A paper whose signatures a notary has certified in this way is not a deed drawn up in the drafted form of Article 89.
• A private agreement. A sale-and-purchase agreement that the parties sign privately, at an office, an estate agency or abroad, is not drawn up in official form. What follows from a promise that lacks the form, for example whether and on what basis money paid can be recovered, is a question the court assesses on the facts.

2. Does a Notarised Promise Make the Buyer the Owner?

No. Article 705(1) TMK provides that the acquisition of ownership of immovable property takes place by registration (tescille olur). A promise-to-sell contract creates obligations between the seller and the buyer. Until the transfer is registered in the land register, the seller remains the registered owner, and the buyer's claim is a personal right (kişisel hak) to demand registration, of the kind Article 716(1) describes.

Article 26 of the Land Registry Law No. 2644 (Tapu Kanunu) provides that official deeds concerning ownership are drawn up by the land registry director or land registry officers. Registration itself, under Article 1013(1) TMK, is made on the written declaration of the owner of the immovable that is the subject of the disposition. The promise is therefore a step before the land registry, not a substitute for it.

Article 705(2) lists the cases in which ownership is acquired before registration: inheritance, court judgment, compulsory enforcement, occupation, expropriation and other cases provided by law. The same paragraph adds that, in these cases, the owner's ability to carry out dispositions depends on the ownership being registered in the land register. The court judgment under Article 716, explained in section 4, falls within this list.

Article 60(3) of the Notaries Law also lists making real estate sale contracts among the duties of notaries. Whichever official deed the parties use, the rule of Article 705(1) stays the same: ownership of immovable property is acquired by registration. A buyer who holds a notarised document should check whether it is a promise to sell or a sale, and whether a registration has followed.

3. How Does the Annotation in the Land Register Protect the Buyer?

The annotation (şerh) records the buyer's right on the register page of the property and gives it effect against people who acquire rights on that property afterwards. Article 1009(1) TMK provides that rights arising from construction-in-exchange-for-land-share, real estate promise-to-sell, lease, purchase-option, pre-emption and repurchase contracts, and other rights whose annotation is expressly provided for by law, may be annotated in the land register. Article 1009(2) provides that by being annotated, they may be asserted against the holders of rights acquired later on that immovable.

Two statutes describe how the annotation is made. Article 60(3) of the Notaries Law allows the notary to annotate the contract through the land registry IT system where one of the parties requests it and pays the fees and costs. Article 26 of the Land Registry Law provides that real estate promise-to-sell contracts and construction-in-exchange-for-land-share contracts drawn up by notaries are also annotated in the land register if one of the parties requests it. Either party may make the request; for a buyer, asking for it when the promise is signed is the step these provisions make available.

The annotation has a time limit. The next sentence of Article 26 provides that if, within five years from the annotation, the sale is not made (or, for the servitude promises the article also covers, the servitude is not created and registered), the annotation is removed ex officio by the land registry director or land registry officers (re'sen terkin olunur). The five years run from the annotation, not from the date of the contract. Article 26 speaks of removing the annotation; it does not state what then happens to the contractual claim, and that is a question the court assesses.

A promise in official form that has not been annotated is still a valid contract between the parties under Article 237(2) TBK. What it does not have is the effect Article 1009(2) attaches to the annotation against later right holders. Section 7 explains why that difference matters when the seller has creditors or receives another offer.

4. What Can the Buyer Do If the Seller Refuses to Transfer?

The buyer can ask the court to transfer ownership. Article 716(1) TMK provides that a person who, relying on a legal ground for the acquisition of ownership, holds a personal right to demand from the owner that ownership be registered in their name may, if the owner refuses, ask the judge for the ownership to be transferred by judgment (mülkiyetin hükmen geçirilmesi). This is the lawsuit for registration (tescil davası). A buyer relying on a promise-to-sell contract brings the claim on the basis of that contract; whether the conditions are met in the particular case is for the court.

Article 716(2) provides that a person who acquires the ownership of an immovable on the basis of occupation, inheritance, expropriation, compulsory enforcement or a court judgment may have the registration made directly. Article 1013(2) is consistent with this: the owner's written declaration is not needed where the acquirer relies on a provision of law, a final court judgment (kesinleşmiş mahkeme kararı) or an equivalent document. Read with Article 705(2), the judgment takes the place of the seller's declaration at the land registry.

• The form of the promise. Article 237(2) TBK makes the validity of the promise depend on official form, and Article 716(1) requires a legal ground for the acquisition of ownership; whether the promise meets both is for the court.
• What each side undertook. The price, the payment schedule, the transfer date and any conditions written into the contract, and whether each party has performed its own side, are matters the court assesses on the contract and the evidence.
• The register page. A current land register extract shows whether the seller is still the owner, whether the promise was annotated and whether attachments or other entries were made later.

A registration claim is different from a claim to correct or cancel a registration that has already been made in someone else's name. Our guide to the deed cancellation lawsuit explains that separate route. How the court handles the price, interim measures and the effect of the passage of time is decided case by case; this guide does not describe court practice on those points.

5. When One Side Does Not Perform: Default, Deadlines and Withdrawal

A promise-to-sell contract places obligations on both sides: the seller is to transfer, the buyer is to pay. The general provisions of the Code of Obligations on non-performance therefore come into play when one side does not perform. Article 112 TBK provides that if an obligation is not performed at all or not performed properly, the obligor must compensate the obligee for the resulting loss, unless it proves that no fault can be attributed to it.

Default (temerrüt) is governed by Article 117. Under Article 117(1), the debtor of an obligation that has fallen due is in default upon the creditor's warning (ihtar). Under Article 117(2), where the day of performance was fixed by agreement, or fixed by one party through a proper notice under a right reserved in the contract, the debtor is in default when that day passes. A promise that names a date for the transfer at the land registry, or a mechanism for setting one, is relevant to this rule.

1. A period for performance, Article 123. In contracts imposing obligations on both sides, if one party is in default, the other may give an appropriate period for performance or ask the judge to set an appropriate period.
2. No period needed, Article 124. A period is not required where the debtor's situation or conduct shows that giving one would be ineffective, where performance has become useless to the creditor as a result of the default, or where the contract shows that performance will no longer be accepted if it does not take place at a certain time or within a certain period.
3. The creditor's choices, Article 125. If the debtor does not perform within the period, or no period was needed, the creditor has the right, at any time, to demand performance and compensation for the delay (125(1)). The creditor may instead, by declaring immediately that it waives performance and delay compensation, claim the loss caused by non-performance or withdraw from the contract (125(2)).
4. Consequences of withdrawal, Article 125(3). On withdrawal, the parties are released from their obligations to perform and may reclaim what they have already performed. Unless the debtor proves that it was not at fault in falling into default, the creditor may also claim the loss suffered because the contract fell away.

For a buyer facing a seller who will not attend the land registry, demanding performance in court means the registration lawsuit described in section 4. For a seller facing a buyer who does not pay, the same Articles 117 and 123 to 125 set out the warning, the period and the choice between performance, damages and withdrawal. Which path fits depends on the contract's terms and the documents, and the court assesses the facts.

6. What Does the Code Say About Deposits and Penalty Clauses?

A sum paid when the promise is signed is, by default, proof that the contract was made, not a price for walking away. Article 177(1) TBK provides that a sum given by a person when a contract is made is deemed given as proof that the contract was concluded, not as withdrawal money. Article 177(2) adds that unless otherwise agreed or required by local custom, the earnest money (bağlanma parası) is deducted from the main claim.

Withdrawal money (cayma parası) works differently and must be agreed. Article 178 provides that if withdrawal money has been agreed, each party is deemed entitled to withdraw from the contract; in that case the party that gave the money and withdraws leaves what it gave, and the party that received it and withdraws returns twice what it received. The wording of the contract therefore decides which article applies to a payment made at signing.

A penalty clause (ceza koşulu) is a separate tool. Under Article 179(1), where a penalty has been agreed for the contract not being performed at all or not performed properly, the creditor may demand either performance or the penalty, unless the contract shows otherwise. Under Article 179(2), where the penalty was agreed for performance not made at the fixed time or place, the creditor may demand the penalty together with performance, unless it has expressly waived that right or accepted performance without reservation. Article 179(3) preserves the debtor's right to prove that it was entitled to end the contract by withdrawal or termination by paying the penalty.

Article 180(1) provides that the agreed penalty is payable even if the creditor has suffered no loss; under 180(2), a creditor whose loss exceeds the penalty cannot claim the excess unless it proves the debtor's fault. Article 182(1) lets the parties set the amount freely, but Article 182(2) provides that if the main obligation is invalid for any reason, the penalty cannot be demanded, and Article 182(3) that the judge reduces of its own motion a penalty it considers excessive. A penalty clause written into a promise that lacks the official form of Article 237(2) is exposed to the first of these two rules.

7. Three Risks While the Title Deed Is Still in the Seller's Name

Between the promise and the registration, the property remains the seller's on the register. Three situations follow from the statutes discussed above.

• The seller's creditors. Article 1010(1) TMK allows restrictions on the power of disposal to be annotated, including those based on attachment (haciz), a bankruptcy decision or a period granted with a concordat, and Article 1010(2) provides that such restrictions, once annotated, may be asserted against the holders of rights acquired later on the immovable. Article 1009(2) gives an annotated promise effect against the holders of rights acquired later. How an annotated promise and an attachment entered on the same property relate to each other is a question the court assesses on the order of the entries and the facts; a land register extract taken before signing shows what is already entered.
• A second sale. A promise does not remove the registered owner's ability to transfer the property to someone else. Article 1023 TMK provides that a third party who acquires ownership or another real right relying in good faith on the registration in the land register is protected in that acquisition. Article 1009(2) is the provision that gives an annotated promise effect against the holders of rights acquired later; without the annotation, the buyer's contractual claims, for example under Articles 112 and 125 TBK, are directed at the seller, and whether a later acquirer was in good faith is for the court.
• The death of the seller. Article 599(1) TMK provides that the heirs acquire the estate as a whole, by operation of law, on the death of the deceased. Under Article 599(2), subject to the exceptions provided by law, the heirs acquire the deceased's real rights, claims and other assets directly and become personally liable for the deceased's debts. A registration claim based on a promise made by a seller who has since died is therefore directed at the heirs, and the court assesses who must be a party. The same article means that the claims of a buyer who dies pass to that buyer's heirs.

Each of these risks is easier to see before the promise is signed than after. Our real estate due diligence guide lists the land register and municipal records a buyer can check, and our guide to buying an off-plan apartment covers the separate consumer-law rules for a flat bought from a developer before it is built.

8. Buyers and Sellers Who Live Outside Türkiye

Foreign buyers and sellers may sign through a representative or from abroad. Two provisions are relevant to how they take part.

Article 89 of the Notaries Law lists contracts and powers of attorney that by their nature require a transaction at the land registry among the transactions drawn up in the drafted form. A power of attorney for the transfer at the land registry is of that kind; its wording should name the property and the acts the representative may carry out.

Article 26(2) of the Land Registry Law, added by Law No. 7181 of 4 July 2019, provides that in contracts aimed at the transfer of ownership of immovable property, where the parties are at different land registry offices or at the organisation abroad, the parties' declarations may be taken separately by the officials and the contract completed; the procedure is set by regulation. This provision concerns the transfer contract at the land registry; the promise to sell is drawn up by a notary under Article 60(3) of the Notaries Law.

9. Promise to Sell and Transfer at the Land Registry Side by Side

The table sets the promise next to the transfer it leads to. Each entry follows the text of the article cited.

10. Earnest Money, Withdrawal Money and a Penalty Clause Compared

The second table compares the three kinds of payment clause the Code of Obligations regulates. It follows the text of the articles cited and does not describe court practice.

11. Step by Step: From the Promise to the Title Deed

The steps below follow the order in which the provisions come into play. They concern documents and dates the parties can prepare; they are not a description of court practice.

1. Obtain a current land register extract for the property and check the registered owner and any annotations, attachments or other entries (TMK Arts. 1009 and 1010).
2. State in the promise what any payment at signing is: earnest money under Article 177, withdrawal money under Article 178, or an advance on the price, and whether a penalty clause applies (TBK Arts. 177 to 182).
3. Have the promise to sell drawn up by a notary in the drafted form, naming the property, the price, the payment schedule and the transfer date or the way it will be set (TBK Art. 237(2); Notaries Law Arts. 60(3) and 89).
4. Ask the notary to annotate the promise in the land register, and note the annotation date: the five years in Article 26 of the Land Registry Law run from it.
5. If a party will act through a representative, have the power of attorney drawn up in the drafted form (Notaries Law Art. 89).
6. On the transfer date, complete the official deed at the land registry; ownership passes on registration (TMK Art. 705(1); Land Registry Law Art. 26).
7. If the other side does not perform, send a warning or set a period and decide between performance, damages and withdrawal (TBK Arts. 117 and 123 to 125).
8. If the seller refuses to transfer, a buyer may file the lawsuit for transfer of ownership by judgment (TMK Art. 716(1)).

Each of these points is easier to handle with the documents in front of you: the promise, the land register extract, payment receipts, powers of attorney and any warning sent or received with its date. Our real estate law practice advises buyers and sellers in English on these contracts, and you can reach us through the contact page.

Frequently Asked Questions

Is a promise to sell property in Türkiye signed at an estate agency valid?

Article 237(2) of the Code of Obligations provides that a promise to sell real estate is not valid unless drawn up in official form, and Article 89 of the Notaries Law lists the promise to sell immovable property among the transactions a notary draws up in the drafted form. A private agreement signed at an office or an agency is not drawn up in that form. What follows from such an agreement, for example whether money paid can be recovered, is a question the court assesses on the facts.

Does a notarised promise to sell make me the owner of the property?

No. Article 705(1) of the Civil Code provides that the acquisition of ownership of immovable property takes place by registration. The promise gives the buyer a personal right to demand registration from the owner (Article 716(1)); ownership passes when the transfer is registered in the land register, or through the court judgment route in Article 716 if the owner refuses.

How long does the land register annotation of a promise last?

Article 26 of the Land Registry Law provides that if the sale is not made within five years from the annotation, the annotation is removed ex officio by the land registry. The five years run from the date of the annotation. The article speaks of the annotation; what then happens to the contractual claim is a question the court assesses.

Can the seller sell the property to someone else after signing a promise with me?

The seller remains the registered owner until the transfer is registered. Article 1009(2) of the Civil Code provides that an annotated promise may be asserted against the holders of rights acquired later on the property, and Article 1023 protects a third party who acquires ownership relying in good faith on the land register. If the promise was not annotated, the buyer's contractual claims, for example under Articles 112 and 125 of the Code of Obligations, are directed at the seller, and the court assesses the facts, including good faith.

What happens to the deposit I paid if the seller withdraws?

It depends on what the contract says the payment was. Under Article 177 of the Code of Obligations, a sum given when the contract is made is deemed proof that the contract was concluded and, unless otherwise agreed or required by local custom, is deducted from the main claim. If withdrawal money was agreed, Article 178 provides that a recipient who withdraws returns twice what it received. If the seller is in default and the buyer withdraws under Article 125(2), the buyer may reclaim what it has performed under Article 125(3).

Can a court reduce a penalty clause in a promise-to-sell contract?

Yes. Article 182(3) of the Code of Obligations provides that the judge reduces of its own motion a penalty it considers excessive. Under Article 182(2), the penalty cannot be demanded if the main obligation is invalid for any reason, which is relevant where the promise was not drawn up in the official form Article 237(2) requires.

What happens if the seller dies before the transfer is registered?

Article 599 of the Civil Code provides that the heirs acquire the estate as a whole on the death of the deceased and, subject to the exceptions provided by law, become personally liable for the deceased's debts. A registration claim based on the promise is then directed at the heirs under Article 716, and the court assesses who must be a party to the lawsuit.