What does a simple majority mean in urban transformation?

 This comprehensive legal guide covers the simple majority requirement in urban transformation projects; decision-making based on landowners' share/share ratios under Law No. 6306; the status of landowners who do not participate in the decision; land share sales; and legal avenues.

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What is a simple majority in urban transformation?

In urban transformation, a simple majority, as defined by Law No. 6306 on the Transformation of Areas Under Disaster Risk, refers to the ability of property owners to make specific transformation decisions with a majority of more than half of their shares in parcels containing risky structures or in risky area/reserve building area applications . In other words, a simple majority does not mean a simple majority of the total number of property owners; in most cases, it means more than 50% in terms of land share or ownership percentage

This distinction is extremely important in practice. An apartment building might have 20 independent units and 20 owners. If 11 owners agree to the transformation, it may seem like there is a majority in terms of numbers. However, if the total land share of these 11 owners does not exceed 50%, a simple majority may not be considered achieved within the meaning of Law No. 6306. Conversely, if a smaller number of owners possess more than half of the total land share, they may be decisive in terms of achieving a simple majority.

According to the current provisions of Law No. 6306, in risky areas and reserve building areas, and in the case of risky buildings, even before the buildings are demolished, decisions regarding consolidation, subdivision, abandonment, creation, reconstruction, sale of shares, construction in exchange for floors, or revenue sharing can be made by a simple majority of the shareholders in proportion to their ownership shares

Therefore, the concept of a simple majority in urban transformation is not merely a theoretical calculation of votes. It is a fundamental legal mechanism that directly affects the economic future of property owners, the independent units they will receive in the new building, the choice of contractor, the content of the contract, whether the land shares of owners who do not participate in the decision will be sold, and the title deed transactions.

Why was the simple majority requirement introduced?

One of the biggest problems in urban transformation projects was the inability to reach decisions regarding properties with multiple owners. Especially in cities with a high risk of earthquakes, where the renovation of risky buildings was necessary, projects often stalled for years due to various reasons including: some owners refusing to sign, inability to locate heirs, family disputes in jointly owned properties, disagreements over contractor selection, and minority owners obstructing the process.

The simple majority system aims to allow the transformation process to proceed with the will of a reasonable majority. The logic here is: if a building is risky and transformation is deemed necessary for public safety, a very small minority or a single owner should be prevented from completely blocking the process. However, this arrangement does not mean that the majority of owners are given unlimited power. Even if a simple majority decision is made, the decision must be in accordance with the law, equity, the principle of good faith, property rights, and procedure.

Indeed, Law No. 6306 stipulates that the land shares of owners who do not agree with a decision taken by a simple majority can be sold by auction at a price not less than the market value, while also providing certain guarantees regarding the notification of offers, valuation, auction, and title deed transactions.

Therefore, a simple majority does not mean "whatever the majority wants happens." The correct meaning is this: In areas defined by law, a decision made by owners representing more than half of the shares/land allows conversion processes to proceed, provided certain procedural conditions are met.

Is the simple majority calculated based on the number of owners or the share of the land?

In urban transformation projects, the primary criterion for calculating a simple majority is not the number of owners, but the ratio of their shares or land portions. Therefore, the number of attendees at the meeting alone is insufficient. What matters is whether the total land share or ownership ratio of the owners who attended the meeting and voted in favor of the decision exceeds half of the total.

For example, in a building with 10 independent units, 6 owners may have agreed to the transformation decision. However, if the total land share of these 6 owners is 48%, a simple majority has not been achieved. On the other hand, if 4 owners own 55% of the total land share and have agreed to the transformation decision, the simple majority requirement can be met. Therefore, in urban transformation, before asking "how many people signed?", the question "what is the total land share of those who signed?" should be asked.

This is especially important in older buildings. In some apartment buildings, land shares do not correspond to the actual values ​​of the independent units. A large apartment may have been allocated a low land share, while a smaller apartment may have been allocated a high land share. Ground floor shops, attic extensions, basement storage areas, subsequently divided independent units, or outdated condominium ownership records can complicate the land share balance.

Therefore, before calculating the simple majority, current land registry records should be obtained, a list of independent units should be prepared, the land share of each independent unit should be determined, the share ratios should be calculated separately if there are co-owners, and the representation authority and inheritance status of legal entity owners should be checked. An incorrect land share calculation may render the decision and related sales transactions illegal.

What decisions can be made by a simple majority?

According to Law No. 6306, the scope of decisions that can be made by a simple majority is quite broad. In parcels containing risky structures or in risky areas/reserve building areas, decisions such as parcel consolidation, individual or combined development, or development block-based implementation, subdivision, relinquishment, creation, registration in the land registry, reconstruction, sale of shares, construction contracts in exchange for a share of the completed building, revenue sharing, or other methods of redevelopment of the property can be made by a simple majority.

This regulation shows that in the urban transformation process, the majority decision is not limited solely to "contractor selection." Property owners can also make decisions by simple majority on transactions that directly affect the zoning and title deed structure of the property. Therefore, a decision made by simple majority can fundamentally change the economic future of the property.

For example, a simple majority of the owners may decide to enter into a construction contract with a contractor for the reconstruction of the building in exchange for a share of the completed building. Alternatively, a revenue-sharing model may be preferred. Consolidation with neighboring parcels, subdivision of parcels, relinquishment and creation of new land, or obtaining the necessary permits for a new project may also be subject to a simple majority decision.

However, the key point to note here is that the content of the decision taken by a simple majority must be clear and specific. Abstract and general statements such as "It has been decided to carry out urban transformation" may not be considered sufficient, especially if the sale of land shares of owners who do not agree with the decision is to be pursued. The decision should clearly state which contractor will be contracted and under what conditions, the land-for-construction ratio, delivery time, rental assistance, security deposit, technical specifications, title transfer, distribution of independent units, and the offer to be made to owners who do not agree with the decision.

Is a simple majority important for a demolition decision or a reconstruction decision?

One common mistake in urban transformation is confusing the simple majority rule with the demolition of a risky building. If a building has been definitively identified as risky, its demolition is a consequence of Law No. 6306, which is based on public safety. In other words, the owners do not need to make a separate decision by simple majority or unanimous vote for the demolition of a building that has been definitively deemed risky.

A simple majority is primarily crucial in determining how the property will be valued, whether before or after demolition . Will a new building be constructed? Who will be the contractor? Will it be a land-for-construction or revenue-sharing arrangement? Will there be a sale of shares? How will the land shares be valued? Which contract will be signed? In these types of decisions, a simple majority becomes decisive.

Law No. 6306 stipulates that in the case of risky buildings, even before the buildings on the parcels in which these buildings are located are demolished, decisions regarding the construction of new buildings, the sale of shares, or redevelopment through methods such as floor-for-floor exchange or revenue sharing can be made by a simple majority of the shareholders in proportion to their shares.

This distinction is important in practice. A property owner cannot stop the finalized process for demolishing a risky building simply by saying "I am against the demolition." However, the same owner can pursue legal action against subsequent procedures by claiming that the new contract is unfair, the valuation is too low, they were not properly notified of the offer, or the calculation of the simple majority is incorrect.

How should a simple majority decision be made?

When making a simple majority decision, the first step is to clarify the legal status of the property. Title deeds, land shares, ownership lists, inheritance status, power of attorney documents, company representation authorizations, mortgages, liens, usufruct rights, and other encumbrances should be examined. This is because the quorum and the outcome of the decision will be determined based on these records.

In the second stage, the owners should be informed about the meeting or decision-making process. While a traditional apartment general assembly is not always mandatory in practice, a meeting notice, agenda, list of attendees, land share table, and minutes of the meeting should be prepared to ensure the decision is verifiable, auditable, and beyond dispute.

In the third stage, a decision document must be prepared. This document must be clear and concrete. The decision should clearly state the property information, the risky building status, the basis of the decision, the names of the owners who approved the decision, the independent unit numbers, land shares, the total approval rate, contractor or project information, contract terms, the offer to be made to owners who did not agree with the decision, and, if necessary, the initiation of the sales process.

The decision must be signed in the fourth stage. If signing by proxy, the scope of the power of attorney must be checked. For legal entity owners, the signature circular and documents of the body authorized to make decisions should be examined. For heirs, the certificate of inheritance and the status of all heirs should be evaluated.

The final decision must be duly communicated to the owners who did not agree with the decision. Proceeding directly to the sale of land shares without this notification may render the process unlawful.

How are owners who disagree with the decision notified?

Owners who have made a decision by simple majority must inform the owners who did not agree with the decision of the proposal containing the decision and the terms of the agreement. According to Law No. 6306, the proposal containing the decision and the terms of the agreement, or the place where the proposal can be viewed and examined, may be notified to the owners who did not agree with the decision through a notary public or by posting it at the relevant village headman's office for fifteen days. In the case of notification by posting at the village headman's office, the notification is considered to have been made on the last day of the posting.

This notification should also state that if the offer is not reviewed or accepted within fifteen days from the date the notification is made or deemed to have been made, the land shares will be sold under Law No. 6306.

This stage is one of the most important procedural safeguards of the simple majority process. It is not sufficient to simply tell a dissenting owner, "If you don't sign, your share will be sold." The owner must be able to see which contract they are required to participate in, which project they will be included in, which independent unit they will be given, what price and conditions will apply, the delivery time, the guarantees, and the contractor's obligations.

If the notification is incomplete or vague, the owner who does not agree with the decision may raise strong objections to the sales process. In particular, sales transactions initiated without presenting the details of the offer, without showing the terms of the contract, with notification sent to the wrong address, or without properly giving the 15-day period may be subject to litigation.

Will the land shares of owners who do not agree with the decision be sold?

Yes. It is possible to sell the land shares of owners who do not agree with the decision taken by a simple majority. Law No. 6306 stipulates that the land shares of those who do not agree with the decision will be sold to the other shareholders who have reached an agreement, through an auction process, at a price determined by the Presidency and not less than that value. If the sale to the shareholders does not take place, the sale process can be repeated until a sale is made to the shareholders who have reached an agreement in risky buildings, or to third parties who have accepted the transaction in accordance with the agreement reached by the shareholders who have reached an agreement.

This sale is not a free market sale in the classic sense. It is a special administrative sale mechanism based on law. Therefore, it is necessary to ensure that a simple majority decision has actually been made before the sale, that the offer is properly notified to the owner who does not agree with the decision, that a valuation is carried out, that the auction process is conducted in accordance with the legislation, and that the title deed transactions are completed correctly.

The sale transaction must be conducted with great care, as it constitutes a direct interference with property rights. An owner who disagrees with the decision cannot be penalized simply for being in opposition. The owner may claim that the contract is unfair, that the valuation was too low, that the decision was made improperly, or that they were not given sufficient information. However, for these claims to be effective, they must be presented within the prescribed time limit and with concrete evidence.

Why is the Market Value Important in Land Share Sales?

The most important legal safeguard in the sale of land shares is that the sale is made at a price no lower than the market value. This is because a landowner who does not agree with the decision risks losing their ownership rights to the property. Therefore, it is necessary to accurately determine the true economic value of the share.

In determining the market value, only the municipal market value should not be taken into account. The location of the property, zoning status, building rights, land share ratio, equivalent of an independent unit in a new project, comparable sales in the area, commercial value, street frontage, view, floor level, and prestige factors should be considered.

In high-value cities like Istanbul, Izmir, and Ankara, even a small share of a plot of land can carry significant economic weight. Therefore, an undervaluation can disproportionately infringe upon the property owner's rights. If a property owner disagrees with the valuation report and wishes to object, they must support their objection with concrete precedents, an independent expert report, regional sales data, and zoning documents.

Majority property owners should also be wary of undervaluation. Undervaluation or inaccurate valuation can lead to the cancellation of the sale, project delays, and future compensation disputes. Therefore, the fair market value process concerns not only the minority property owners but the entire transformation project.

Is a simple majority decision sufficient for a contractor contract?

A simple majority allows for decisions such as contractor selection and construction contracts based on land-for-construction agreements. However, this does not automatically mean that every contract is safe and legally compliant. The contract underlying a decision made by a simple majority must be clear, balanced, and protect the interests of the property owners.

The following points should be specifically regulated in a construction contract in exchange for a share of the completed building: sharing of independent units, net and gross square meters, technical specifications, delivery time, delay penalty, rent assistance, relocation costs, licensing and occupancy permit obligations, security deposit, stages of title transfer, liability for defective workmanship, project changes, and termination conditions.

Law No. 6306 also stipulates that if, after a unanimous agreement or a decision by a simple majority, the construction of the new building is not started within one year due to reasons attributable to the contractor, or if the construction work is halted at a certain level and activities requiring the completion of the project are not continued for at least six months, the owners may decide to terminate the contracts by a simple majority in proportion to their shares.

This regulation demonstrates that the simple majority system is important not only for initial decisions but also for terminating contracts in cases of serious contractor-related failures. However, the termination process must be carefully conducted from both a technical and legal standpoint; the contractor's default, the level of construction, the status of the team and equipment, the work performed, and the transferred shares must be examined concretely.

What are the rights of minority property owners?

The simple majority system does not eliminate all rights of minority property owners. Property owners who do not agree with the decision can first verify whether a simple majority has actually been achieved. Is the land share calculation correct? Are the signatures valid? Are the powers of attorney sufficient? Are the company representatives authorized? Has the situation of the heirs been taken into account? Each of these questions is important for the validity of the decision.

The minority owner also has the right to review the content of the decision. They must be clearly informed about the offer presented, the terms of the contract, which independent unit they will receive, who will undertake the project, the delivery time, the security deposit, and the valuation information. The refusal of an owner who has not been informed or has been misled cannot be interpreted as bad faith.

A minority shareholder can also pursue legal avenues against the land share sale process. They may argue that the sale was irregular, that the valuation was too low, that the offer was not properly submitted, that the auction process was flawed, or that the majority decision violated the principle of good faith.

Conversely, minority property owners should not completely disregard the process. Property owners who fail to follow notifications and announcements, miss the 15-day deadlines, do not present concrete objections to the valuation report, or do not exercise their right to sue within the prescribed time may find themselves in a weaker legal position in the future.

How is a simple majority calculated if there is more than one building on a single plot of land?

The simple majority calculation becomes more complex when there is more than one building on a single plot. This situation is particularly common in housing complexes, multi-building blocks, properties with multiple apartment buildings on the same plot, and older settlements with shared land deeds.

According to the regulation, if there is more than one building on a plot and all of these buildings are identified as risky structures, decisions regarding the implementation are made by a simple majority of all shareholders, regardless of whether they are co-owners of the building or not, in proportion to their shares. If only some of the buildings on the plot are identified as risky structures, only the buildings identified as risky will have a designation indicating their address in the land registry, and decisions regarding the implementation are made by a simple majority of the shareholders of the risky buildings in proportion to their shares.

This regulation aims to prevent decisions from being made with the wrong group of owners. For example, if there are blocks A and B on the same plot and only Block A has been identified as a risky structure, the extent to which the owners of Block B will be included in the decision-making process should be evaluated according to the specific title deed and building conditions. Calculating a simple majority based on the wrong group of shareholders may lead to the cancellation of decisions and sales transactions.

Does a lawsuit for the dissolution of a partnership prevent a simple majority decision?

In urban transformation projects, some property owners are seen trying to prevent a simple majority decision by filing a lawsuit for the dissolution of co-ownership. However, Law No. 6306 stipulates that a lawsuit for the dissolution of co-ownership can be filed on immovable property that has become vacant land after the demolition of structures within the scope of the law, but this lawsuit does not prevent a decision from being made by a simple majority and the actions to be taken according to that decision.

This provision aims to prevent the urban transformation process from being completely halted through a lawsuit for the dissolution of co-ownership. Of course, a lawsuit for the dissolution of co-ownership is a separate private law dispute and may have consequences regarding the division of the property. However, the filing of a lawsuit does not automatically suspend the implementation of decisions taken by a simple majority under Law No. 6306.

Therefore, property owners need to correctly assess which course of action will lead to which outcome. A lawsuit for the dissolution of co-ownership is not a tool that automatically nullifies the urban transformation decision. A simple majority decision, the sale of land shares, contractor contracts, and administrative procedures must be evaluated separately within their own specific regimes.

Can a lawsuit be filed against a simple majority decision?

Legal avenues may arise against decisions made by a simple majority and the related land share sales transactions. Here, a distinction should be made between administrative and judicial jurisdiction depending on the nature of the dispute. Since the land share sale transaction is a sales mechanism subject to administrative procedure, the administrative aspect may prevail. In contrast, issues such as the content of the contractor's contract, contract termination, delay compensation, and defective workmanship are often considered within the scope of judicial jurisdiction.

If a lawsuit is to be filed, it must be clearly defined which action is the subject of the lawsuit. Will the irregularity of the simple majority decision be alleged? Was the bid submission flawed? Was the valuation report insufficient? Was the land share sale auction unlawful? Or is the contractor contract unfair? Each requires a different legal strategy.

Deadlines are critical when filing a lawsuit. Notifications, local announcements, e-Government notifications, sale date notifications, auction results, land registry records, and administrative transaction dates should be carefully examined. Failure to file a lawsuit within the prescribed time can weaken the property owner's ability to seek redress.

The Most Common Mistakes in Simple Majority Voting

In urban transformation projects, the most common mistake in the simple majority process is calculating the majority based on the number of individuals. However, what is crucial is the ownership shares or land portions of the property owners. This error can undermine the foundation of the decision.

The second mistake is the vague preparation of the decision minutes. If it is not stated which contractor will be contracted, for which project, and under what terms, the enforceability of the decision becomes questionable.

The third mistake is failing to properly notify the owners who do not agree with the decision of the offer. Proceeding with the sale of land shares without showing the content of the offer or without properly granting a 15-day acceptance period creates serious legal risks.

The fourth mistake is accepting the valuation report superficially. If the market value is not determined correctly, the sale transaction may be canceled or disputes over compensation may arise.

The fifth mistake is signing the contractor's contract without subjecting it to legal scrutiny. Even if decisions are made by a simple majority, contracts that are unsecured, vague, or contain harsh terms detrimental to the property owner can cause serious harm in the future.

The sixth mistake is that minority property owners completely ignore the process. If a property owner who disagrees with the decision does not follow the notifications, offers, valuation reports, and sales notices sent to them, they may have difficulty protecting their property rights.

Conclusion

In urban transformation projects, a simple majority is a fundamental decision-making mechanism under Law No. 6306 that accelerates the transformation process and facilitates the renovation of risky buildings. However, the simple majority is calculated not according to the number of owners, but in most cases according to the share or land portion ratio. Therefore, rather than the number of signatures, it is whether the total land share of the signatory owners exceeds half that is the determining factor.

With a simple majority, decisions directly affecting the economic future of the property can be made, such as reconstruction, construction contracts in exchange for land, revenue sharing, sale of shares, consolidation, subdivision, abandonment, creation, and title deed transactions. However, these decisions must be clear, specific, documented, and legally compliant. Otherwise, the objections and legal rights of the owners who do not agree with the decision may arise.

Owners who do not agree with the decision should be duly notified of the offer containing the terms of the agreement, given a 15-day period, and it should be clearly stated that if the offer is not accepted, the land share may be sold. If the land share is to be sold, the fair market value must be determined, the auction procedure must be conducted in accordance with the legislation, and the title deed transactions must be completed carefully.

In conclusion, the simple majority rule is a powerful but carefully used legal tool in urban transformation. When used correctly, it accelerates the renovation of risky buildings, implements the will of the majority, and ensures safe construction. When used incorrectly, however, it can lead to lawsuits over land share sales, valuation disputes, contractor contract disputes, and lengthy property litigation. Therefore, the simple majority process in urban transformation should be conducted with professional legal supervision at every stage, from land registry records to decision minutes, from offer notifications to valuations, from contractor contracts to litigation strategy.