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The 50%+1 majority decision in urban transformation is the decision taken, on a property whose risky-building designation has become final under Law No. 6306 on the Transformation of Areas Under Disaster Risk (Afet Riski Altındaki Alanların Dönüştürülmesi Hakkında Kanun), by the owners holding more than half of the land shares regarding the demolition of the building, the construction contract and the terms of the project. A decision that reaches this threshold also binds the dissenting (minority) owners; however, this binding effect is limited by the principle of fair distribution, service of process in accordance with due procedure and the requirement of a valuation by a CMB-licensed appraiser.
This guide comprehensively addresses the rights of the minority owner, the notarial notice procedure, the sale of shares, objections to the valuation report and avenues of judicial review in the urban transformation disputes that frequently arise in Antalya, in the light of current Council of State, Court of Cassation and Constitutional Court decisions.
What Is the 50%+1 Majority Rule in Urban Transformation?
Urban transformation has been placed under a special regime by Law No. 6306. The previously required two-thirds majority was reduced by legislative amendments to a 50%+1 (absolute majority), thereby accelerating the decision-making process. This ratio does not refer to a numerical majority of the shareholders, but to more than half of the total land shares they hold. A decision taken by the absolute majority also binds the dissenting minority owners. However, this binding effect is not absolute; the decision must comply with the rule of good faith, observe fair distribution and be taken in full compliance with the legal procedures.
Law No. 6306 is a special law that entered into force later than Law No. 4721, the Turkish Civil Code (Türk Medeni Kanunu). Under the hierarchy of norms, in the urban transformation process it is the special provisions of Law No. 6306 that apply, not the unanimity provisions of the Civil Code (TMK) concerning shared ownership.
Invalidity of Decisions Taken Before the Risky-Building Determination
The urban transformation process does not begin merely with the coming together of an absolute majority. The legitimacy of the process arises when a risky-building determination made in accordance with due procedure becomes final. Risky-building applications are quite common with respect to the pre-1999 building stock in Antalya; however, decisions taken and meetings held before the building is definitively established as risky are legally defective, and at this stage unanimity is required under Article 45 of the Condominium Law (Kat Mülkiyeti Kanunu).
Court of Cassation (Yargıtay), 20th Civil Chamber, judgment dated 09.04.2018, Merits No. 2017/2880, Decision No. 2018/2762A decision to demolish and rebuild the building must be taken by the unanimity of all condominium owners pursuant to Article 45 of the Condominium Law (Kat Mülkiyeti Kanunu). Where the building still exists and a construction easement has been established, it is not possible to apply the majority provisions of Law No. 6306 before the risky-building process has been completed; otherwise, the decisions taken must be annulled.
The Rights of the Minority Owner and the Principle of Fair Distribution
Minority shareholders are not passive objects of the urban transformation process, but active subjects whose right to property is protected under the constitution. An owner who does not join the majority decision is under legal protection in the capacity of a "dissenting shareholder." The basis of this protection is the principle of fair distribution: the project and distribution model adopted by the majority must also be presented to the minority owner in an equitable manner.
Council of State (Danıştay), 4th Chamber, decision dated 10.03.2025, Merits No. 2024/659, Decision No. 2025/1499Because the offer made to the claimant—in the new property to be built in place of the building demolished after the risky-building decision, of which the claimant is a co-owner—does not comply with the principle of fair distribution, the transactions at issue in the case must be annulled. Where it is established by an expert report that the area offered is far below the equivalent of the land share, then even if the 50%+1 majority is achieved, if the offer presented is not fair the entire process becomes unlawful.
The rights of the minority owner are not limited to saying "no" at the meeting. They have the opportunity to review whether the offer sent to them complies with market rates, to compare the location and value premium (şerefiye) of the independent section falling to their share in the new project with those of the other owners, and, in the event of manifest inequality, to allege a violation of the rule of good faith.
The Notarial Notice and the 15-Day Peremptory Period
Following a decision taken by absolute majority, it is mandatory to send a notarial notice to owners who did not join the decision or who did not attend the meeting. Pursuant to Article 15/2 of the Implementing Regulation of Law No. 6306, the decision and the terms of the agreement must be served together. In the content of the notice, the mere statement "we have taken a decision" is not sufficient; the full text of the decision protocol, the characteristics, location and size of the independent section awaiting the owner in the new project, and the construction cost, if any, must be clearly set out.
The Mandatory Content of the Notice
The text served must necessarily be accompanied by a copy of the Joint Decision Protocol or the Construction Contract in Return for Land Share. The owner cannot be compelled to make a declaration of intent without fully knowing the terms of the contract presented. Sending it through a notary is mandatory in terms of the law of evidence; ordinary mail or oral notification is not deemed valid before the courts.
The 15-Day Period and Its Consequences
The 15-day period is peremptory in nature and begins from the service of the notarial notice. Within this period the owner may resort to one of three options: to accept the offer as it stands, to request negotiation, or to reject the offer and resort to legal remedies. In the event of silence or express rejection, it is deemed that "no agreement could be reached" and the share-sale process is initiated. For owners who are abroad or whose address cannot be determined, service is effected by public announcement or through the consulate within the framework of Law No. 7201 on Service of Process (Tebligat Kanunu).
Irregularity in the Meeting Notice and the Limits of Proxy
A defect in the meeting notice renders the notice and all subsequent transactions invalid. The Council of State (Danıştay) consistently annuls decisions taken in processes where no document evidencing that the meeting invitation was made can be presented.
Council of State (Danıştay), 6th Chamber, decision dated 17.05.2023, Merits No. 2022/5696, Decision No. 2023/4725Where the administration cannot present any information or document showing that the claimant was invited to the meeting of condominium owners, the sale transactions based on the decisions taken at that meeting are invalid. Moreover, in meetings concerning properties containing fewer than 40 independent sections, one person may act as proxy for at most two persons; decisions taken in violation of this rule are procedurally defective and cannot form a ground for the sale of shares.
Sale of Shares and the Public Auction Procedure
Where the minority owner rejects the offer or does not respond within the period, a request for sale is submitted to the Antalya Provincial Directorate of Environment, Urbanisation and Climate Change (or to the competent municipality). Pursuant to Article 6 of Law No. 6306, the minority share is offered, primarily to the other shareholders who have reached agreement, by way of public auction. This process differs from a classic compulsory enforcement auction; it is a special sale mechanism operating within a closed group of shareholders.
Council of State (Danıştay), 14th Chamber, decision dated 01.02.2017, Merits No. 2016/7079, Decision No. 2017/436No one other than the shareholders who have at least reached agreement may participate in the public auction. Participation in the sale by a contractor (müteahhit) who has not yet acquired the status of shareholder vitiates the transaction. A construction contract in return for flats or a sale-promise contract grants the contractor only a personal right; it does not confer a right in rem or the status of shareholder.
The CMB-Licensed Valuation Report and Market Value
The legal basis of the sale of shares is the valuation report determining the market value of the property. Pursuant to Article 15/A of the Regulation, the sale price cannot be lower than the market value, and this price is determined on the basis of a report prepared by licensed valuation firms registered with the Capital Markets Board (CMB / Sermaye Piyasası Kurulu). The valuation is not merely a figure; it must include the property's location, zoning status, development conditions, comparable sales and future potential.
Council of State (Danıştay), 4th Chamber, decision dated 14.12.2023, Merits No. 2023/12152, Decision No. 2023/7053The determination of market value is made by the Price Determination Commission, taking into account the property value ascertained by licensed valuation firms operating registered with the Capital Markets Board. Dismissing the case on the basis of an incomplete examination, without an on-site inspection and expert review, is unlawful.
Objecting to the valuation report is a key line of defence for the minority owner in protecting the right to property. Administrative courts characterise allegations of an undervalued price as a matter requiring special and technical knowledge, and where there is an excessive difference between the court expert's report and the price determined by the administration, they annul the transaction in terms of its cause and subject-matter elements.
Land-Registry Confirmation of Comparable-Sale Documents
It is insufficient for the properties shown as comparable sales in valuation reports to rest merely on declaration; the Council of State's 2025 case law requires that these sales be confirmed by land-registry records. The failure to submit the land-registry information of comparable sales to the case file is deemed incomplete examination and leads to the reversal of first-instance court decisions. This underlines the strategic importance, when the minority owner is proving allegations of an undervalued price, of requesting the court to obtain the land-registry records of the comparable sales.
Judicial Review and Stay of Execution
Because the sale of shares in urban transformation leads to the definitive change of ownership, the irreparable harm condition set out in Article 27 of Law No. 2577 on Administrative Procedure (İYUK) should be deemed to have arisen automatically. For this reason, when the minority owner files an action for annulment following service of the majority decision or the share-sale decision, they must necessarily request a stay of execution. This request is the most effective shield preventing the sale from taking place and the property from being registered in the name of a new owner.
The Chain-of-Transactions Theory: If the Sub-Transaction Is Annulled, the Sale Is Also Invalid
The urban transformation process consists of interconnected chain transactions: the risky-building determination, the demolition decision, the majority decision and the sale of shares. If any one of these transactions is annulled, the subsequent transactions relying on it are also left without a legal basis.
Constitutional Court (Anayasa Mahkemesi), decision dated 15.09.2021, Application No. 2018/14460Where it is clearly understood that a merger (consolidation) transaction is unlawful, or where this is established by another judicial authority, the sale transaction closely connected with that transaction is also left without a legal basis. Annulment of the sub-transaction renders the parent transaction (the sale) invalid, and a violation of the right to property arises.
The Right to Be Heard and the Obligation of Notice
In annulment actions filed after the sale of shares has been completed, it is mandatory to inform the new owner who purchased the share of the case (notice of the action). The Council of State consistently reverses, on procedural grounds, decisions rendered without such notice. This is a vital review mechanism in administrative procedure for protecting the rights of the parties and interested persons.
Minority Owner Rights, Time Limits and Avenues of Recourse
The following table summarises the critical stages the minority owner will encounter in the urban transformation process, together with their legal bases and application periods.
| Stage / Right | Legal Basis | Period / Avenue of Recourse |
|---|---|---|
| Objection to the Risky-Building Determination | Law No. 6306, Art. 3 + Regulation Art. 7 | Within 15 days of service |
| Objection to Irregular Meeting Notice | Regulation Art. 15, general provisions of the Civil Code (TMK) | At any time once the decision is learned of |
| Response to the Notarial Notice | Regulation Art. 15/2 | 15 days from service (peremptory) |
| Objection to the CMB Valuation Report | Regulation Art. 15/A | Request for an expert within the annulment action |
| Action to Annul the Sale of Shares | İYUK Art. 2, Law No. 6306 Art. 6 | Within 60 days of service |
| Stay of Execution | İYUK Art. 27 | Requested when filing the annulment action |
| Individual Application to the Constitutional Court | Law No. 6216, Arts. 45-47 | 30 days after exhaustion of ordinary remedies |
The Principal Points of Objection for the Minority Owner
The principal grounds for annulment shaped by court decisions in urban transformation cases are as follows: failure to issue a meeting invitation or issuing it irregularly; exceeding the limits of proxy (one person acting as proxy for more than two persons in buildings with fewer than 40 independent sections); inadequate presentation of the project details and the offer in the notarial notice; presenting an offer contrary to the principle of fair distribution; making do with an administrative price instead of a CMB-licensed valuation; participation in the public auction by a contractor who is not a shareholder; and failure to give notice of the action to the new owner who purchased the share.
The strongest defence strategy for the minority owner is to assess the process from beginning to end as a "chain of transactions." A procedural error made at any step, from the risky-building determination to the sale, may lead to the annulment of the sale transaction at the very end as well. For this reason, every notification, every meeting minute and every valuation report should be examined together with legal advice.
Frequently Asked Questions About the Rights of the Minority Owner in Urban Transformation
How is the 50%+1 majority decision calculated in urban transformation?
The 50%+1 ratio is calculated not by the number of shareholders but by the total of the land shares. That is, more than half of the total land shares held by the shareholders satisfies this ratio. For example, if 10 people hold shares in the property, what matters is not the number of these people but the decision taken by those holding more than 50 percent of the total land share.
If I do not join the majority decision, can my flat be taken away from me?
Yes, but within the framework of certain procedural safeguards. If the owner who does not join the majority decision does not respond within 15 days of the notarial notice, their share is sold, by public auction, to the other shareholders who have reached agreement, at the market value to be determined according to a CMB-licensed valuation report. However, the right to file an annulment action is reserved in cases of defective service, an unfair offer or an undervaluation.
What can I do if the offer sent to me does not reflect the true value of my property?
You may object within 15 days by asserting that the offer is contrary to the principle of fair distribution, and subsequently file an annulment action against the sale decision before the administrative court. In the case, request that the absence of a CMB-licensed valuation report, the fact that the land-registry confirmation of the comparable sales was not carried out, and the determination of the true market value through an expert examination be addressed. Council of State decisions strongly support these objections.
If I am not invited to the urban transformation meeting, is the decision valid?
No. According to the settled case law of the Council of State, decisions taken without a duly issued invitation, and the share sales based on them, are annulled. The administration's inability to present concrete evidence that the invitation was made proves the unlawfulness of the process from the very beginning, and pursuant to the chain-of-transactions theory all subsequent transactions become invalid.
Can a contractor participate in the share-sale auction?
No. Pursuant to Law No. 6306 and the relevant regulation, only the shareholders who have reached agreement may participate in the public auction. A contractor holding a construction contract in return for flats or a sale-promise contract does not acquire the status of shareholder; they are merely the holder of a personal right. Sales made through the participation in the auction of a contractor who is not a shareholder are annulled.
Within what period and where is an action filed against the share-sale decision?
An annulment action must be filed within 60 days of the service of the share-sale decision, before the administrative court of the place where the property is located. In the case, a stay of execution must certainly be requested pursuant to Article 27 of Law No. 2577 (İYUK); otherwise, the sale and registration may take place before the case is concluded. After the exhaustion of ordinary remedies, the avenue of individual application to the Constitutional Court within 30 days is also open.
If the sale of shares has already taken place, is it possible to recover the property?
It is possible; however, timing and strategy are critical. In the event of the annulment of the sale transaction, according to the case law of the Constitutional Court, the registration also becomes wrongful pursuant to the chain-of-transactions theory. In that case, an action for annulment of the title deed and re-registration also comes onto the agenda. Giving notice of the action to the new owner who made the purchase and ensuring their right to be heard are mandatory for the process.
For general information on the entirety of the procedure and substance concerning the subject, the land law page may be reviewed.
