The Regulation on Shopping Centers ("Regulation") was published by the Republic of Turkey Ministry of Customs and Trade ("Ministry") on February 26, 2016. The "Regulation Amending the Regulation on Shopping Centers", which was published in the Official Newspaper on May 8, 2025, introduced a number of changes. All of these changes entered into force as of the date of publication. The details of these amendments are provided below.
1- Amendments Made to the Definitions
In subparagraph (b) of the first paragraph of Article 3, titled "Definitions", of the Regulation, the phrase "real and/or legal person" has been amended to read "real or legal person or persons". This amendment clearly states that the owner of a shopping Center may comprise multiple natural or legal persons. The revised text of the relevant provision is as follows:
(b) Shopping Center Owner: The natural or legal person(s) holding ownership of the Shopping Center.
In the same article, the term "base station" in
subparagraph (i) has been repealed.
As a result, the practice of treating income derived from the
installation of base stations in shopping Centers as common revenue
has been abolished; accordingly, the obligation to deduct such
income from common expenses has been eliminated. The amended text
of the relevant provision is as follows:
(i) Common Revenue: All types of income
obtained from temporary leasing of common areas, advertising,
marketing, cultural and artistic activities,
(Repealed phrase: Official Gazette dated 8 May 2025, No.
32894) ATMs, and other common area revenues, as well as income
derived from advances collected within the scope of the third
paragraph of Article 11.
Additionally, the definition of "Shopping Center Management" has been amended as follows, and a new definition of "Common Use Area" has been introduced into the Regulation. It has been explicitly clarified that accommodation, storage, and production areas within shopping centers shall not be considered as common use areas. Accordingly, expenses related to such areas shall not be excluded within the scope of common expenses, and any income derived from these areas shall not be deductible from common expenses. The amended texts of the relevant provisions are as follows:
(c) Shopping Center Management: The central management unit composed of real or legal person(s) who are either the owner(s) of the shopping center or who are authorized by the owner(s) to manage the shopping center.
(l) Common Use Area: Areas within the shopping center that are directly and jointly accessible and used by occupants and visitors, excluding accommodation, storage, and production areas, as well as individual commercial premises. These include spaces such as areas for social and cultural activities, emergency medical units, prayer rooms (masjids), baby care rooms, children's play areas, restrooms, and lounge areas.
2- Restriction on the Use of the Term "Shopping Center"
With the addition of a new paragraph to Article 4 of the Regulation, it has been prohibited for structures and businesses that do not qualify as shopping centers to use the term "shopping center."
Accordingly, in order to use the term "shopping center" in promotional materials, advertisements, or signage, the relevant structure must meet the criteria set forth in the Regulation. Structures that fail to meet these regulatory criteria but continue to use the term may face administrative penalties.
3- Amendments Regarding Project Design and Construction Permits
Amendments made to Article 5 of the Regulation introduce new provisions concerning the project design and building permit processes for shopping centers. These amendments can be summarized as follows:
It has been made mandatory that the nature of the structure be explicitly stated as a "shopping center" in the building permit related to the shopping center.
It has been stipulated that building permits shall not be issued for projects that do not include common use areas, thereby clarifying the obligation of shopping centers to provide such areas.
The Regulation also provides that in certain cases, the Ministry may suspend the obligations imposed under the Regulation either ex officio or upon application. In this context:
- For shopping centers with a sales area of less than 10,000 square meters or fewer than 30 commercial units, the obligations may be suspended automatically.
- For shopping centers with a sales area between 10,000 and 20,000 square meters, the obligations may be suspended if it is determined that, during operation, more than half of the commercial units are not active, or the units are not operated by national or international retail businesses.
4- Amendments Regarding Common Use Areas
With the amendment made to Article 6 of the Regulation, it has been explicitly stipulated that areas such as exterior facades and rooftops, which are not directly accessible for use, shall not be considered as common use areas within the scope of the Regulation. Accordingly, areas within shopping centers that are not directly and jointly used by customers and retail businesses have been excluded from the status of common use areas. Consequently, the shopping center management is no longer obligated to charge fees related to these areas under common expenses, nor to make these areas available for common use.
This provision clarifies the principle that only areas directly accessible and actually used by customers shall be regarded as common use areas, thereby narrowing the scope of common expenses and enhancing transparency.
5- Amendments Regarding Social and Cultural Activities
The second paragraph of Article 7, titled "Social and Cultural Activities", of the Regulation has been repealed. This repealed paragraph previously imposed the obligation to announce social and cultural activities held in shopping centers at least seven days prior to the event, in visible locations within the shopping center and, if available, on its website.
With this amendment, shopping centers are no longer required to announce their events, leaving the planning and announcement of such activities entirely to the discretion of the management.
This provision grants shopping center management greater discretion in planning and organizing events. However, considering the impact of social and cultural activities on visitor density, retail operations, and the overall customer experience, the removal of the announcement requirement may limit retail businesses' ability to obtain advance information and make necessary preparations. Therefore, it is recommended in practice that effective communication and coordination between shopping center management and retail businesses be maintained.
6- Amendments Regarding Common Revenue-Expense Reporting and Independent Audit Obligations
Amendments made to the sixth and seventh paragraphs of Article 11 of the Regulation introduce important provisions concerning the reporting processes of common revenues and expenses of shopping centers, as well as the audit of these transactions.
Accordingly, shopping centers are now required to prepare an annual report on common revenues and expenses relating to the previous calendar year and send this report to the retail businesses within the shopping center by the end of April. Furthermore, proof of delivery of the report, along with supporting documents, must be submitted to the Ministry's registered electronic mail (KEP) address announced by the Ministry no later than the end of May.
The common revenue and expense report to be prepared must, at a minimum, include detailed information such as: the name and contact information of the shopping center, the titles and tax details of the owner and management, sales areas, the number of commercial units, the size of common use areas, the types and amounts of revenues and expenses, expenses per unit sales area, common expense allocation tables, and layout diagrams of meter placements.
In addition, for retail businesses that are only charged a share of common expenses, it has been made mandatory to provide, upon request, copies of the income and expense documents and service contracts forming the basis of this report within 15 days.
Furthermore, shopping centers that collect common expense contributions are now required to have their advance payments, revenue and expense calculations, and common expense allocations audited by independent audit firms authorized by the Public Oversight, Accounting and Auditing Standards Authority. The resulting audit report must be shared with retail businesses by the end of July and submitted to the Ministry via the registered electronic mail (KEP) system by the end of August.
It is important to emphasize that the independent audit obligation applies only to shopping Centers that collect common expense contributions; shopping Centers that do not collect such contributions are not subject to this obligation. Additionally, the costs of independent audits may not be charged to retail businesses.
7- Amendments Regarding Administrative Fines
With the amendment to the fourth paragraph of Article 20 of the Regulation, the procedure for imposing administrative fines in cases of non-compliance with the provisions of the Regulation has been revised.
Under the new regulation, the authority to impose all administrative fines stipulated under Article 18 of the Law has been granted directly to the Ministry of Trade. Under the previous version, only certain subparagraphs were within the Ministry's jurisdiction, while fines for other provisions could be imposed by the relevant local authorities. However, with the recent amendment, the authority to impose all administrative fines under the Regulation has been centralized under the Ministry, and local authorities are no longer authorized to impose such sanctions directly.
The Ministry may delegate its authority to impose administrative fines only to its provincial directorates. This delegation power does not extend to central units within the Ministry (such as the General Directorate of Domestic Trade). The aim of this amendment is to centralize the authority for imposing administrative sanctions and to ensure consistency and efficiency in enforcement practices.
8- Conclusion and Impact of the Regulation Amendments on Agreements in Force
The amendments that entered into force on May 8, 2025, introduced significant updates to the provisions of the Regulation. These changes will particularly affect rental agreements in force, especially with regard to the scope of common expenses, income-expense reporting, and independent audit obligations.
In this context, due to the amendment that excludes areas not directly accessible for use—such as exterior facades and rooftops—from the definition of common use areas, any common expense obligations related to such areas under existing contracts may no longer be charged to tenants. Furthermore, the newly introduced obligations regarding common income and expense reporting and the requirement for independent audit reports will reinforce the principles of transparency and accountability, even for cost collections based on current lease agreements.
On the other hand, the newly introduced restrictions on the use of the term "shopping center" may necessitate changes in the naming and promotional practices of properties that do not fulfill the definitional criteria set forth under the Regulation. Consequently, this may give rise to a need for contractual adaptations concerning provisions related to trade name use, marketing, and advertising obligations contained in existing agreements.
In conclusion, the amendments effective as of May 8, 2025, are of such a nature that they will materially impact the execution and interpretation of existing rental agreements—particularly with respect to the scope of common expenses, financial reporting obligations, and mandatory independent audits. It is therefore imperative that existing contractual arrangements be reviewed and, if necessary, revised to ensure compliance with the amended regulatory framework.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
