What Is a Preliminary Contract (Sözleşme)?

What Is a Preliminary Real Estate Sale Agreement in Turkey?

A preliminary agreement—or, as it is called in Turkey, Satış Vaadi Sözleşmesi (literally: “contract of promise to sell”)—is a legal document in which the seller undertakes to transfer ownership of a specific property to the buyer in the future on pre-agreed terms, and the buyer, in turn, undertakes to purchase and pay for that property. This agreement itself does not transfer ownership—it merely records the parties' intentions and creates a legal basis for the subsequent conclusion of the main contract and registration of the TAPU in the Land Registry (Tapu Sicil Müdürlüğü).

From the perspective of Turkish legislation, the Satış Vaadi Sözleşmesi is governed by the Civil Code and the Notary Law. According to the official position of the General Directorate of Land Registry of Turkey, a preliminary agreement under no circumstances replaces the TAPU and does not grant the buyer ownership status. This is a fundamentally important point that anyone planning to acquire real estate in Turkey must understand.

When Is a Preliminary Agreement Used?

The Satış Vaadi Sözleşmesi is used in several typical situations:

• Purchase of an off-plan property. When the building has not yet been constructed and does not physically exist, it is impossible to obtain a TAPU. A notarized preliminary agreement is the only legal tool that records the developer's obligations to the buyer.
• Reserving a property on the secondary market. The buyer pays a deposit, the parties agree on the price and timeline, and the transaction at the land registry itself takes place later—for example, after the seller obtains the necessary certificates or the legal due diligence is completed.
• Installment payment. When the payment is split into several installments, the preliminary agreement sets out the payment schedule and the conditions for the transfer of ownership upon full settlement.
• Awaiting permits. For example, if the seller has not yet obtained the İskan (occupancy permit), without which it is impossible to obtain a full TAPU of the Kat Mülkiyeti type (ownership right to an individual apartment).

Mandatory Notarization: Why a Notary Is Required

The key requirement of Turkish law: a preliminary real estate sale agreement must be executed before a notary. A simple written form, receipt, or agreement signed by the parties 'on a napkin' has no legal force and is not subject to enforcement through court. This is explicitly established in Turkish legislation: any contract containing a promise to transfer ownership of real estate is valid only if notarized.

In practice, this means: you and the seller (or developer) go together to a Turkish notary, who verifies the identities of the parties, draws up the contract in Turkish (with a notarized translation into the buyer's language if necessary), and enters it into the register. Each party receives their own copy.

What Must Be Included in the Agreement

A properly drafted Satış Vaadi Sözleşmesi contains the following elements:

1. Full details of the seller and the buyer — passport data, tax number (Vergi Numarası), addresses.
2. Exact description of the property — address, cadastral number (ada/parsel), floor, area, number of rooms, and for off-plan properties — block and apartment number according to the project.
3. Price of the property and currency of payment — the amount is clearly stated, with the currency specified (usually euro or US dollars, although under new rules for TAPU transactions conversion to Turkish lira is required).
4. Amount and terms of the deposit — typically 5–10% of the property value. It should be specified whether the deposit is included in the price or returned after the transaction.
5. Payment schedule — if payment is made in installments, the dates and amounts of each installment are set.
6. Deadline for concluding the main contract — a specific date or condition (for example, 'within 30 days after obtaining the İskan').
7. Liability of the parties — penalties for non-performance, conditions for return of the deposit.
8. Force majeure and dispute resolution procedure.

How a Preliminary Agreement Differs from a TAPU

The difference between these documents is fundamental, and it is important to understand it before signing any papers:

• Satış Vaadi Sözleşmesi is a promise to sell and buy. It records the commercial terms of the transaction and imposes obligations on the parties, but does not make the buyer an owner. With this document, you cannot register your residence, inherit the property, or sell it to a third party.
• TAPU (Tapu Senedi) is a certificate of ownership, the main title deed in Turkey. Only after it is issued in the Land Registry does the buyer become the full owner. The TAPU indicates the cadastral value, the type of right (Kat Mülkiyeti or Kat İrtifakı), the exact area, and the share in the common property.

In other words: a preliminary agreement is a promise, while a TAPU is a right.

Deposit and Payment Procedure

When signing the Satış Vaadi Sözleşmesi, the buyer usually pays a deposit of 5% to 10% of the property value, although in some cases (especially when buying off-plan housing) the first payment can reach 30–50%. The deposit confirms the seriousness of the buyer's intentions and reserves the property for them.

The further mechanism depends on the type of transaction:

• On the secondary market, the remaining amount is transferred just before signing the main contract at the land registry.
• When buying from a developer, payment is made in stages (30% at signing, 30% upon completion of construction, 40% upon obtaining the TAPU, etc.). The specific terms must be set out in the agreement.

Risks of the Preliminary Agreement and How to Avoid Them

Despite the notarized form, a preliminary agreement is not without risks. Here are the main ones:

• Developer bankruptcy. If you have entered into a Satış Vaadi Sözleşmesi with a construction company and it goes bankrupt before construction is completed and the TAPU is issued, the only way to recover your money is through court—a lengthy and costly process. Solution: check the developer's reputation, previous projects, and financial standing.
• Double sale. Without registration in the land registry, the same property can be promised to several buyers. Solution: submit the agreement for registration in the Land Registry—such a possibility exists and protects the buyer's rights.
• Failure to obtain İskan. If the building does not obtain a habitation permit, it will not be possible to obtain a TAPU of the Kat Mülkiyeti type. Solution: include a clause in the agreement obligating the seller to provide the İskan by a certain deadline, with the buyer's right to terminate the agreement and receive a full refund.
• Exchange rate fluctuations. If the price is fixed in euros or dollars and the lira exchange rate changes sharply, this may cause problems at the payment stage. Solution: clearly fix the conversion rate in the agreement.

Registration of the Preliminary Agreement in the Land Registry

Few people know, but since 2023 Turkish notaries have received expanded powers: they can not only certify preliminary agreements but also register them electronically in the Land Registry. This entry in the registry is a powerful tool for protecting the buyer: it makes it impossible to sell the property to third parties until the obligations to you are fulfilled. Be sure to ask the notary whether your agreement will be registered in the land registry.

What to Do If the Seller Refuses to Conclude the Main Contract

If the seller who has signed the Satış Vaadi Sözleşmesi subsequently avoids concluding the main contract and transferring the TAPU, the buyer has two options under Turkish law:

1. Claim for damages — return of all amounts paid plus compensation for costs incurred and lost profits. The amount of compensation is often tied to the deposit amount (e.g., double return of the deposit).
2. Court claim for compulsory transfer of ownership — a Turkish court may issue a decision that has the force of a main sale contract. This is a longer route, but it allows you to obtain ownership of the property rather than simply getting your money back.

Both mechanisms work only if there is a notarized agreement—another reason not to skimp on the notary's services.

Conclusion

Satış Vaadi Sözleşmesi is not just a formality or a 'temporary piece of paper.' It is a full-fledged legal tool that protects the interests of both parties in a real estate transaction in Turkey—provided that it is properly drafted, notarized, and, ideally, registered in the land registry. Saving on the notary, signing the agreement 'at the developer's office' without notarization, or neglecting to check the legal cleanliness of the property can result in the loss of money and lengthy court proceedings.

Before signing any document and transferring money, make sure you clearly understand: a preliminary agreement is only a promise to sell. You will obtain ownership only when your name appears in the TAPU—and not a minute earlier.