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What is a Property Owner's Decision in Urban Transformation?

In urban transformation, the property owners' decision is the collective will of the owners of a property located within a risky building, risky area, or reserve building area, regarding reconstruction, contractor selection, construction contracts in exchange for land, revenue sharing, transfer of land shares, sale of shares, consolidation, subdivision, abandonment, creation, registration in the land registry, building permit application, and similar transactions. This decision is one of the most important legal foundations of the urban transformation process.

The purpose of Law No. 6306 is to determine the procedures for improvement, demolition, and renewal in areas at risk of disaster and on plots and lands containing risky structures, in order to create healthy and safe living environments in accordance with engineering and architectural standards. Therefore, property owner decisions should not be viewed merely as simple management decisions within an apartment building; they are legally significant transactions directly affecting property rights, land shares, title deed transactions, contractor contracts, and the sale of shares by owners who did not participate in the decision.

An irregular landlord's decision is one that violates the form, majority, notification, representation, content, valuation, or sales procedures stipulated in the law and regulations. Such a decision may appear to have been made by a simple majority; however, if a meeting was not called, the land share calculation was incorrect, the minutes of the decision were vaguely prepared, the heirs were not included in the process, the powers of attorney were insufficient, the offer was not properly communicated to the owner who did not participate in the decision, or the market value does not reflect the true value, the decision becomes seriously questionable legally.

Why are property decisions so important?

In urban transformation projects, the owners' decision determines the direction of the project. The decision outlines which contractor will be contracted, the construction model for the new building, which independent units will be allocated to the contractor, how the land share transfer will be handled, the amount of rental assistance, the delivery time, the security deposit, the technical specifications, and the procedures to be applied to owners who do not agree with the decision.

Under the current Law No. 6306, in risky areas and reserve building areas, and in risky buildings, many transactions in the parcels where these buildings are located can be decided by a simple majority of the shareholders in proportion to their shares. The law stipulates that transactions such as consolidation, subdivision, abandonment, creation, registration in the land registry, reconstruction, sale of shares, construction in exchange for a share of the building, or revenue sharing can be carried out by a simple majority decision.

This regulation aims to prevent urban transformation from being indefinitely blocked by a small number of property owners. However, this facilitating system does not grant unlimited and unchecked power to the majority. Since a simple majority decision directly affects property rights, the process of making and implementing the decision must be in accordance with the law. An irregular property owner decision poses serious risks not only to the minority property owners but also to the majority property owners' project and the contractor's contract.

In what circumstances does an irregular property decision occur?

Irregular property decisions in urban transformation projects can arise for many different reasons. The most common irregularities are as follows:

Failure to issue a meeting notice, or failure to issue one properly,

Failure to clearly announce the meeting place, time, and agenda,

Attempting to apply the simple majority procedure in Law No. 6306 before the risky building decision is finalized,

The simple majority is calculated based on the number of people

Incorrect calculation of land share or ownership ratios,

The exclusion of the heirs of deceased owners from the process,

Joint ownership should be considered as co-ownership,

Signing by persons who do not have a power of attorney or who have an insufficient power of attorney,

The company owner's authorized representative's signature is missing,

The decision was not clearly stated in the minutes

Leaving the contractor's offer and contract terms unclear,

Failure to notify property owners who do not agree with the decision,

The fact that property owners who do not agree with the decision are not given a 15-day period to accept it,

The valuation report being incomplete, inaccurate, or undervalued,

The share sale file was created with incomplete documents

Failure to properly notify the date and location of the sale,

Faulty execution of the tender and auction procedures.

Each of these irregularities alone could raise questions about the legality of the decision or the sales, licensing, title deed, and contract transactions based on that decision.

Improper Issuance of the Meeting Invitation

According to the current system of the Implementing Regulation of Law No. 6306, a meeting of all property owners may be convened at the request of one of the owners to make decisions regarding applications to be made on parcels containing risky buildings. The place and time of the meeting can be notified to the owners by filling out the form in the regulation and posting it at the headman's office or, if the risky building has not been demolished, on the building door/notice board for 15 days, or through a notary public. In notifications made by announcement, the last day of the announcement is considered the day of notification to all stakeholders.

The aim of this regulation is to ensure that property owners are informed of the decision-making process. Because in urban transformation, the decisions made can have serious consequences, potentially leading to the sale of the land share of a property owner who does not participate in the decision. Therefore, the approach of "we are the majority anyway, we can make decisions without holding a meeting" is not safe.

A decision by a property owner may become invalid if no meeting notice is issued, if the notice is only sent to some property owners, if the notification period is not 15 days, if the meeting agenda is unclear, or if the place and time of the meeting are not clearly indicated. In particular, a property owner who did not participate in the decision may claim that they were not informed of the meeting and therefore could not participate in the decision-making process.

Incorrect Simple Majority Calculation

One of the most significant reasons for irregular property decisions is the erroneous calculation of the simple majority requirement. In urban transformation projects, the simple majority is calculated not according to the number of property owners, but according to their shares or land portions. For example, in an apartment building with 10 independent units, the approval of 6 people is not always sufficient. If the total land share of these 6 people is less than half, a simple majority is not achieved. Conversely, if a smaller number of property owners possess more than half of the land share, a simple majority can be achieved.

Law No. 6306 stipulates that decisions shall be made by a simple majority of shareholders in proportion to their shares. Furthermore, documents to be submitted to the administration may include signed minutes of the decision by the agreeing shareholders or copies of power of attorney/agreement documents belonging to the agreeing shareholders.

Erroneous majority calculations are common in the following situations:

The number of independent units is taken as the basis instead of the land share.

The inheritance shares of deceased owners are not taken into account.

Even if a share transfer has taken place, the previous owner is still taken into account.

Joint ownership is calculated in the same way as co-ownership.

In company records, the signature of an unauthorized person is considered valid.

The voting rights of shares subject to seizure or mortgage are being misjudged.

If the land shares in the title deed are not up-to-date or have been misread, the decision may be based on an invalid majority.

If a simple majority is not present, a decision made as if a majority were present becomes legally invalid. In this case, share sales, building permit applications, contractor contracts, and title deed transactions also become disputed.

The Minutes of the Decision are Ambiguous

For a property decision to be valid and enforceable, the minutes of the decision must be clear, concrete, and verifiable. Simply stating "it has been decided to carry out urban transformation" is not sufficient. Which transformation model has been adopted? Is it a land-for-construction exchange, revenue sharing, direct sale, or construction by the property owners themselves? Which contractor has been contracted and under what conditions? What are the terms of rent assistance, delivery time, technical specifications, security deposit, land share transfer, and occupancy permit obligations? These must be clearly stated.

Irregular court records typically contain the following problems:

The contractor's name is not listed.

The terms of the agreement were not included in the decision.

The division of independent sections is unclear.

The shares to be transferred to the contractor are not shown.

Rental assistance and delivery time are not specified.

The land shares of the owners participating in the decision were not written down.

It is unclear whether the signatories are the owners or their representatives.

Power of attorney documents are not included.

There is a difference between the minutes and the offer sent to the owner who did not agree with the decision.

An unclear decision document strengthens the defense of the dissenting owner. Because if the owner does not know under what conditions they are asked to agree, the 15-day acceptance period does not function properly legally.

Improper Notification of the Offer to the Owner Who Did Not Agree with the Decision

A simple majority decision alone is not sufficient. Owners who do not agree with the decision must be notified of the decision and the terms of the agreement, or provided with a location where the offer can be viewed and examined. The current legal text stipulates that this notification can be made through a notary public or by posting it at the local administrative office for 15 days, with the last day of the posting considered the notification date. The notification must also state that if the offer is not reviewed or accepted within 15 days of the notification being made or deemed to have been made, the land shares will be sold under the provisions of the law.

The regulation also details this system. Those who do not agree with the decision should be notified that, if the offer is not accepted, their land shares will be sold at auction for a price no less than the market value, that in some cases they may be purchased by the Presidency, the Administration or TOKİ, or that in the case of risky buildings, they may be sold to third parties.

Therefore, the tender submission may be considered irregular in the following cases:

No offer was ever made.

They simply said, "Come to the notary and sign.".

The terms of the contract are not shown.

The location where the proposal can be reviewed has not been specified.

No 15-day grace period was granted.

No notice was given that the shares would be sold.

The village headman's notice was not posted properly.

Electronic notification was not sent to the owner whose electronic notification address is available.

The notary notification was sent to the wrong address.

These deficiencies are among the strongest grounds for irregularity that a dissenting shareholder can raise against the sale of their share.

Power of Attorney and Unauthorized Signature Issues

In urban transformation projects, property decisions are often signed through proxies. However, if the scope of the power of attorney is incorrect, the decision may become irregular. A proxy authorized to attend the meeting may not also have the authority to sign a construction contract in exchange for a share of the property, transfer land shares, or approve the sale of shares.

The power of attorney must contain explicit and specific authorization, especially for the following transactions:

Signing a construction contract in exchange for a share of the completed building

Transfer of land share,

Real estate sale,

Property registration procedures,

Unification, separation, abandonment, and creation

Establishment of floor easement and condominium ownership,

settlement, waiver, release,

Filing and pursuing lawsuits,

Rent assistance or payment collection.

A power of attorney that is outdated, lacks specific property information, contains general statements, or belongs to a dismissed agent also poses a serious risk. For company owners, the signatory's authority to represent the company, signature circulars, and trade registry records should be examined. An unauthorized signature can invalidate the simple majority requirement and render the decision void.

Irregular Decisions Due to Heirs and Joint Ownership

Irregular ownership decisions are very common in inherited properties. The owner may have passed away, but the title transfer may not have been completed. Some heirs may not have been included in the process. One heir may have signed as if representing all heirs. Joint ownership may have been treated as co-ownership.

In these situations, the decision regarding ownership becomes seriously controversial. This is because heirs may jointly own the estate and, as a rule, must dispose of the immovable property belonging to the estate together. Decisions made before the heirs are determined, before a certificate of inheritance is obtained, before the transfer of title is completed, or before the authority to represent is clarified, create problems of missing parties and unauthorized representation.

In urban transformation projects involving inherited properties, the following documents must be examined:

Certificate of inheritance,

Current land registry record,

Title deed transfer status,

The shares of the heirs,

Notifications sent to the heirs,

Power of attorney documents obtained from heirs,

If there are minor or incapacitated heirs, guardian/custodian permissions are required

For heirs abroad, apostilled or consular-certified power of attorney documents are required.

Without these documents, the property owner's decision may be legally incomplete even if a majority vote appears to have been achieved.

Irregularities in the Valuation Report

If the land share of a non-participating owner is to be sold, the fair market value must be accurately determined. The law stipulates that the land shares of those who do not participate in the decision will be put up for sale at a price no less than the fair market value determined by the Presidency. The regulation and the Urban Transformation Presidency's guide also state that the sales file must include valuation documents from real estate valuation firms authorized by the Capital Markets Board (SPK).

The following errors in the valuation report may constitute irregularities:

The comparable sales were incorrectly selected.

The property's location, frontage advantage, or commercial nature were not taken into consideration.

The land share ratio has been calculated incorrectly.

The land value was determined incorrectly after the building was deemed at risk.

Development rights, building potential, or project value have been misjudged.

The fact that it is an independent unit has been disregarded.

The report does not reflect current market value.

Undervaluation in a share sale can result in an undue interference with property rights. Owners who disagree with the decision should object to the sale price by obtaining an independent valuation report and presenting comparable sales data.

Irregularities in the Share Sale Process

The most serious consequence of an irregular landowner's decision is the sale of the land share of the owner who did not agree with the decision. According to the Urban Transformation Presidency's guidelines, the shares of owners who do not agree with the decision despite notification are put up for sale; the location and date of the sale are announced to all owners via the e-Government Portal and at the local administrative office for 15 days; the value of the share to be sold is determined; and the land shares of owners who did not agree with the simple majority decision are sold to the other shareholders who have reached an agreement, through an auction process, at a price not less than the market value.

The following irregularities may occur during the sales process:

The sales request was submitted with incomplete documentation.

The meeting notice and minutes are not in the file.

A simple majority has not been achieved.

The tender notification is irregular.

The date and location of the sale were not properly announced to the owners.

The 15-day advertising period was not applied.

The valuation committee or appraisal report is missing.

The auction was not conducted transparently.

The sale price has not been deposited into the owner's bank account.

The restrictions were not continued on the price.

The KDB guide explains that sales transactions will be conducted through the ARAAD Information System; that the ARAAD system will be integrated with the e-Government and land registry systems; and that records related to decisions, offers, and sales notifications will be recorded through the system. Therefore, ARAAD records are important evidence in verifying whether the sale was conducted properly.

Does an Irregular Owner Decision Affect a Building Permit?

Yes. Irregularities in the property decision can also affect the building permit process. According to the regulation, before applying for a building permit based on a simple majority decision under Law No. 6306, the proposal containing the decision and agreement terms must be notified to the property owners who did not participate in the decision, and these property owners must have applied to the Directorate or, if there is a delegation of authority, to the Administration for the sale of their shares. Furthermore, the preliminary review of the sales file will inform the administration that will issue the building permit whether a simple majority has been achieved and whether the notification procedures have been completed.

This regulation shows that irregular property owner decisions are not just about internal relations. An erroneous decision can affect the building permit application, the legality of the permit, and the continuation of the project. A property owner who does not agree with the decision can also object to the permit process if there is no simple majority, if notification has not been given, or if the sales file is incomplete.

What legal remedies are available against an irregular landlord's decision?

The legal avenues available against an irregular property decision vary depending on the type of irregularity and the stage of the process. There is no single type of lawsuit in every case. The following avenues may be considered together or separately, depending on the specific case:

Application to the administration and objection to the sales file: An owner who does not agree with the decision may apply to the Directorate or the administration to which the authority has been delegated, stating that a simple majority was not reached, that the notification was irregular, that the valuation report is incorrect, or that the sales file is incomplete.

Lawsuit for the annulment of a share sale transaction: If the share sale is an administrative act, its illegality can be challenged in administrative courts through an annulment lawsuit.

Request for suspension of execution: Since the sale of shares, title registration, or licensing process will have irreversible consequences, a request for suspension of execution should be made in the annulment lawsuit.

Title cancellation and registration lawsuit: If the sale of shares and title registration have been completed, title cancellation and registration requests may arise depending on the nature of the transaction.

Declaratory judgment action: In some cases, a claim for determination that the owner's decision is invalid or that a majority was not formed can be made in the judicial system.

Lawsuit against a contractor's contract: If there is an unauthorized signature, incomplete representation, or a contract contrary to the owner's decision, the contract may be declared invalid, terminated, or compensation may be claimed.

Compensation claim: If the owner has suffered damages due to an irregular decision or sale, compensation can be sought.

Complaint: If there is suspicion of forged signatures, forged power of attorney, fraudulent sales, abuse of office, or fraud, criminal law avenues may also be considered.

Law No. 6306 stipulates that lawsuits against administrative actions within this scope can be filed within 30 days from the date of notification. Therefore, monitoring the deadlines is extremely important in cases involving irregular property ownership decisions and related administrative actions.

What evidence should be gathered when alleging an irregular property ownership decision?

Allegations of irregularities should not be left abstract. Simply stating "the decision is irregular" is not enough. The specific irregularity must be documented. The following documents must be collected:

Current land registry record,

Restriction document,

Land share list,

List of owners,

Certificate of inheritance,

Title deed transfer documents,

Power of attorney documents,

Company owners' trade registry and signature circulars,

Announcement of meeting invitation,

Village headman's announcement record,

Notary notifications,

Electronic notification records,

Meeting minutes,

The minutes of the decision,

Contractor agreement and technical specifications,

The offer sent to the owner who did not agree with the decision,

Notification regarding the location where the proposal will be reviewed,

Capital Markets Board (SPK) licensed valuation report

Valuation committee report,

ARAAD records,

Sales day notifications,

Tender minutes,

Title deed registration documents,

Building permit application documents.

These documents reveal at what stage the irregularity occurred. ARAAD, e-Government, and land registry system records are particularly important during the share sale and licensing phases.

Minority Owner's Strategy in Irregular Owner Decisions

The property owner who does not agree with the decision should not passively observe the process. First, they should request the minutes of the decision and the terms of the contract. Then, they should verify whether the notification they received was properly executed. Within 15 days, they must provide a written response regarding whether they accept the offer; if they do not accept, they must concretely state their reasons.

A minority landowner may raise the following arguments:

There is no simple majority.

The meeting invitation is improper.

The minutes of the hearing are unclear.

Contract terms have not been disclosed.

The power of attorney documents are insufficient.

The heirs are not listed completely.

The valuation report does not reflect the true value.

The sales file is incomplete.

The sale of shares constitutes an excessive interference with property rights.

The choice of contractor does not protect the property owners' interests.

However, if the minority property owner merely says "I am against it," this defense will be weak. The legal battle must be based on documented evidence and concrete irregularities.

How can majority owners prevent the risk of irregularities?

Irregular landlord decisions pose risks not only for minority landlords but also for majority landlords. Because if a decision is made irregularly, the project may be halted, the sale of shares may be canceled, the permit may be delayed, the contractor's contract may become controversial, and the consequences may be detrimental to all landlords.

The basic rules that majority owners should pay attention to are as follows:

An up-to-date list of title deeds and land shares should be obtained.

The heirs must be identified in full.

The meeting invitation must be issued in accordance with the regulations.

The meeting minutes and decision minutes should be prepared in detail.

The land shares of the owners participating in the decision should be shown.

Power of attorney documents should be checked.

The contractor's contract and technical specifications should be attached to the decision.

Property owners who do not agree with the decision must be clearly informed of the offer.

The 15-day period must be duly recognized.

The valuation report must be independent and up-to-date.

The sales file must be prepared completely.

ARAAD and e-Government notifications must be processed correctly.

These steps will both speed up the project and weaken the allegations of irregularities.

Conclusion

In urban transformation projects, irregular property owner decisions constitute one of the most serious legal risks. This is because property owner decisions form the basis of highly significant transactions such as contractor selection, land-for-construction agreements, revenue sharing, land share transfer, building permits, share sales, and title registration. If the fundamental decision is irregular, subsequent actions based on that decision also become questionable.

The current system under Law No. 6306 allows for decision-making by a simple majority of shareholders in proportion to their shares, aiming to accelerate the transformation process. However, this system requires careful application of procedures such as meeting invitations, minutes of decisions, proposal notifications, 15-day periods, valuation, share sales, and notifications. The fact that the land shares of owners who did not participate in the decision can be sold through auction at a price no less than the market value indicates that this process directly interferes with property rights.

In conclusion, when making decisions regarding property ownership in urban transformation projects, the main issue is not simply securing a majority. It is crucial to ensure the correct property owners are involved, the land shares are calculated accurately, heir and power of attorney issues are resolved, the meeting is conducted properly, the decision is clearly written, realistic and verifiable offers are presented to property owners who did not participate in the decision, the valuation is done correctly, and the sales file is prepared completely.

Property owners who encounter an irregular property decision should not wait for the process to unfold, but should immediately gather documents, apply to the administration, file a lawsuit for annulment with a request for a stay of execution if necessary, and present their technical objections to the valuation/share sale stages. Making quick decisions is important in urban transformation; however, a quick decision should not mean an irregular decision. A legally compliant property decision ensures the safe progress of the transformation; an irregular decision, on the other hand, can turn the transformation project into years of lawsuits and title disputes.