Amended Law
As part of the 11th Judicial Package published in the Official Journal on 25.12.2025, amendments were made to Articles 733 and 734 of the Turkish Civil Code (TCC), introducing new provisions regarding the exercise of the statutory preemption right. The amendment to Article 734/2 of the TCC stipulates that the value of the share subject to the preemption right will be determined by the judge based on its market value, and imposes an obligation on the right holder to deposit the amount in order to accrue interest. Following the amendment, Article 734/2 of the TCC is as follows:
“The market value of the share subject to the lawsuit shall be determined by the judge without any delay. The holder of the preemption right is obliged to deposit the determined market value along with the title deed registration fees owed by the buyer, in cash, at the place specified by the judge within the pre-determined fixed period. If this obligation is not fulfilled within the given period, the registration of the share in favor of the preemption right holder cannot be ordered. The deposited amount shall be paid to the entitled person, together with accrued interest, once the ruling becomes final.”
Moreover, it has been stipulated that the amendment to Article 734/2 of the TCC will also apply to cases filed before the amendment date of 25.12.2025.
Court of Cessation’s Latest Ruling
Under its decision, dated 17.02.2026 and bearing the Basis number 2025/2557 and the Decision number 2026/870, the 7th Civil Chamber of the Court of Cessation has developed case law regarding the temporal application of the law amendment. The relevant part of the decision is as follows:
“Considering the legal regulations and principles explained above, since there is not any provision in the second paragraph of Article 734 of the TCC, as amended by Law Nr. 7571, it will be consistent with the purpose of the law and the general principles of law that, in determining the market value of the share subject to the preemption right, the filing date of the case be taken into account for cases filed after the amendment’s entry into force, and the date of entry into force itself be applied for pending cases filed before that date. Any contrary application would produce unfair results that disrupt the balance of rights between the parties and contradict the primary purpose of the preemption right.”
Accordingly;
- Under any cases filed after 25.12.2025, the preemption price will be determined based on the “value on the date of filing” as assessed by the court.
- Under any cases filed before 25.12.2025, which are still pending, the preemption price will be determined based on the “value as of 25.12.2025.
Within the framework of the case law it has developed, the 7th Civil Chamber of the Court of Cessation ruled as follows in this present case:
“In the appeal case filed before the amendment, it was concluded that, in accordance with the amendment, the obligation of the preemption right holder, the plaintiff, regarding the payment consists of the market value of the share subject to the preemption right as of the date the amendment entered into force, along with the title deed registration fees payable by the buyer as stated under the official deed. Therefore, the market value of the share subject to the preemption right must be determined by collecting the parties’ evidence on this matter, through an on-site inspection and an expert committee appropriate to the nature of the property, as of 25.12.2025. If the preemption price determined in this manner exceeds the amount previously deposited and accrued with interest, the total previously deposited and accrued amount must be offset against the new preemption price, and the remaining balance must be deposited into the same account to accrue interest. A decision must then be made based on these calculations, necessitating the annulment of the previous ruling.”
As a result, with the updated case law developed by the 7th Civil Chamber of the Court of Cessation, a framework has been established for the application of the amendment to Article 734/2 of the TCC in pending cases. In cases filed before the amendment and still pending, reversal decisions are expected to be issued within the same framework.
Source: Decision,
dated 17.02.2026 and bearing the Basis number 2025/2557 and the Decision
number 2026/870, of the 7th Civil Chamber of the Court of Cessation
