Obtaining a Mining Licence in Türkiye
A Practical Guide for Foreign Investors in Light of Council of
State Decisions and Current Legislation
A Practical Guide for Foreign Investors in Light of Council of
State Decisions and Current Legislation
Author: Aigerim Sabit Bikmaz
A foreign investor may be considering the development of a copper deposit, the acquisition of a marble mining company, or participation in an existing gold-mining project in Türkiye. In transactions of this kind, the scope of the rights conferred by the licence and the legal ability to commence mining are no less important than the quality of the reserves and the availability of financing. A seller’s statement that “the licence is ready” does not, in itself, establish either that the site may be operated or that the licence can be transferred to the purchaser without impediment.
Investment in the mining sector requires a combined analysis of corporate, administrative and environmental law. The case law of the Council of State of Türkiye (Danıştay), the highest administrative court, reflects this reality: an administrative authority may not reject an application on abstract grounds, while an investor should not regard the outcome of an auction, the existence of a licence or a successful court challenge as sufficient authorisation to operate. This article examines the practical implications of that distinction, from the decision to acquire a licence through the transaction documents and any potential court proceedings.
1. First, establish an entity eligible to hold the licence
Article 6 of Mining Law No. 3213 permits mining rights to be granted to companies that have legal personality and are incorporated under the laws of the Republic of Türkiye. A foreign individual or a parent company incorporated under foreign law does not satisfy this requirement merely by investing in Türkiye. In practice, investments are structured through a Turkish company that is either newly incorporated or acquired. Establishing a branch is likewise not equivalent to creating a separate Turkish legal entity.[1]
Under the principles of freedom of investment and equal treatment set out in Article 3 of Foreign Direct Investment Law No. 4875, the share capital of a Turkish company may, as a general rule, be wholly owned by a foreign investor. Foreign participation does not, in itself, require the involvement of a Turkish shareholder. However, special regimes applicable to particular minerals must be examined separately. For example, Article 16 of the Mining Law provides for a specific TPAO participation requirement in companies holding licences for offshore deposits of coccolith, sapropel and hydrogen sulphide. Nor should it be assumed that the general licensing regime applies without qualification to boron and raw materials used in nuclear energy.[1][2]
The investor’s initial task is to put in place the company’s ownership and representation structure, confirm its eligibility to submit an application, arrange financing and establish the necessary authority for electronic filings. If land is to be acquired, the rules governing the acquisition of real estate by a company with foreign capital must be assessed separately. A mining licence does not automatically confer either ownership of the land or all the rights required to use it.
2. An initial application, an auction, a licence transfer and an acquisition of shares are different procedures
Initial application and auction. The method of obtaining mining rights depends on the mineral group and the legal status of the relevant area. Under Article 30, as amended by Law No. 7554, licences for Group I, Groups II(a) and II(c), Group III and Group V minerals are granted through auctions. Areas in Groups II(b) and IV may also be put up for auction where the statutory conditions are met. Accordingly, the rule that “the first applicant obtains the licence for available coordinates” does not apply to every area. When preparing the application, investors should take account of the new Regulation on Auctions for Mining Areas dated 12 March 2026 and, for Group I(a), the separate regime excluded from the scope of that Regulation.[3][4]
Direct transfer of a licence. A private-law agreement does not, by itself, transfer a licence to the purchaser. The procedures for obtaining the Ministry’s approval, satisfying the financial and technical requirements, and recording the transfer in the mining registry must be completed in accordance with Article 5 of the Mining Law and Article 79 of the Mining Regulation. A transfer does not extinguish liabilities relating to the licence that arose previously. A contractual undertaking by the seller to assume responsibility for debts and breaches does not restrict the statutory powers of the administrative authority.[1][5]
Acquisition of shares in the licence-holding company. Even where the existing company remains the licence holder, the transaction is not independent of administrative approvals. Paragraph 11 of Article 79 of the Mining Regulation requires Ministry approval for a transfer of more than 10% of the shares or equity interests where that transfer may change the ownership structure of the legal entity holding the licence. Consequently, in an acquisition of 100% of the share capital, completion of the procedures at the trade registry alone cannot be regarded as sufficient. Before closing, the ownership chain, the scope of the transaction and the approvals required must be identified.[5]
Rödövans agreements. Entering into an agreement for the operation of a deposit in return for a royalty (rödövans) does not amount to acquiring the mining rights. The purchase of a licence must be distinguished from a contractual right to operate the deposit. Due diligence should also verify the termination of any existing rödövans agreements and the removal of the relevant entries from the registry. An amendment dated 31 July 2026 abolished the requirement for a court judgment terminating the agreement to become final before a registry entry may be deleted upon a unilateral application; the requirement to obtain the court judgment itself remains in place.[6]
3. Four practical lessons from Council of State decisions
A. An unreasoned refusal to transfer a licence may be challenged; setting it aside does not itself effect the transfer
The decision of the 8th Chamber of the Council of State dated 23 December 2025, E.2024/4619, K.2025/10251, concerned a refusal to transfer a licence for an area in the Ilgın district of Konya Province, based on a decision of the Real Estate Commission. The Chamber held that a circular cannot add new conditions to a statutory authorisation regime and that administrative discretion must be based on specific factual and legal grounds. The court upheld the annulment of the refusals, setting out its own reasoning. However, the judgment does not itself transfer the licence: the Ministry must re-examine compliance with the legislation. A dissenting opinion was issued in relation to the reasoning on the Commission’s competence.[7]
The practical implication for a transaction is that payment of the full purchase price should not depend solely on the signing of the agreement or the judicial annulment of a refusal. Payment and closing conditions should be linked to obtaining the necessary administrative approval and completing the registration. If an application is refused, the complete application file and the reasons for refusal should be retained for any court proceedings.
B. A refusal to extend a licence must also be reasoned; an existing licence provides no unconditional guarantee
The 8th Chamber’s decision dated 16 December 2025, E.2025/2617, K.2025/9941, concerned a refusal to extend the term of a Group IV licence area in Elazığ. The Chamber found unlawful the administrative acts based solely on administrative discretion without specific reasons and upheld their annulment, setting out its own reasoning. It expressly stated, however, that setting aside the refusal does not mean that the extension application has thereby been granted.[8]
For an investor, this means that the valuation of an asset cannot be based solely on the volume of its reserves. The remaining term of the licence, the status of the extension procedure and any outstanding obligations affect both the price and the payment schedule. If the extension deadline is approaching, completion of the application documents and receipt of the relevant decision may be made separate conditions to closing.
C. Delays in obtaining permits do not always protect the licence holder
The 8th Chamber’s decision dated 9 October 2025, E.2022/2231, K.2025/7472, concerned a Group II(a) area for which, by the end of the ten-year licence term, a permit to use forest land had not been obtained. The lower court held the cancellation of the licence unlawful because the investor was not at fault. The majority of the Council of State set that decision aside, applying the consequence expressly provided for in paragraph 11 of Article 24, as worded on the date of the administrative act. The case demonstrates that taking steps to obtain a permit and actually completing the permitting procedure are matters with different legal significance. Following the reversal, the case was remitted for reconsideration.[9]
Applications for permits, notices of deficiencies and responses to those notices should therefore be monitored in a single compliance calendar. Where there is an administrative delay, its effect on the licence term and the appropriate form of legal protection must be assessed without delay. The decision was based on the provisions applicable to an earlier administrative act; its conclusions should not be transposed to new projects without comparing them with the permitting regime as amended in 2025.
D. The highest bid at an auction does not amount to a final entitlement to a licence
The 13th Chamber’s decision dated 7 February 2022, E.2021/2847, K.2022/279, concerned a refusal to approve the results of an auction for a Group IV area in Bingöl. Having regard to the price, competition and public interest, the Chamber held the refusal lawful in the circumstances of that case, set aside the first-instance judgment and dismissed the claim. Its approach to the Commission’s competence differs from that taken in the 8th Chamber decisions discussed above; the types of administrative acts challenged also differed.[10]
This decision should not be understood as recognising unlimited administrative discretion in all licensing matters. In academic literature, Ulusoy criticises the approach taken in the decision to the hierarchy of legal norms. For current transactions, Article 21 of the 2026 Regulation on Auctions must also be taken into account: auction results become final after approval by the General Directorate. An investor should assess the auction result together with the approval stages and the subsequent licensing process.[4][11]
4. In addition to the licence, verify the documents authorising mining operations
An exploration licence (arama ruhsatı), an operating licence (işletme ruhsatı) and an operating permit (işletme izni) are different documents. Even where an operating licence has been issued, the environmental, land-use and other permits applicable to the operation of the enterprise must be checked. It should not be assumed that the entire licensed area corresponds to the area in which mining is actually authorised. The extraction site, processing plant, waste-rock dumps, waste disposal facility, access roads and power supply must be assessed together.[1][9]
The 2025 amendments substantially restructured the permitting procedures. For certain non-forest areas listed in Article 7 of the Mining Law, where the relevant authority’s approval is obtained before the licence is issued, a three-month response period and a mechanism under which the permit is deemed granted after an additional month allowed by MAPEG—the General Directorate of Mining and Petroleum Affairs—are provided for. This does not mean that an authority’s silence constitutes approval in response to every application. A separate procedure applies to forests, while certain disputes concerning permits are subject to the statutory mechanism involving the Board (Kurul). Earlier decisions concerning the Real Estate Commission established by circular do not automatically displace the powers of this Board, which has a statutory basis.[3]
With regard to environmental impact assessment (EIA; ÇED in Turkish), the amendments of 5 March 2026 must also be taken into account. The categories of decisions and procedures under the current Regulation use terminology different from that used in the former “EIA Not Required” decisions (ÇED Gerekli Değildir). An earlier decision does not automatically extend to an increased capacity or an expansion of the project area. In the event of a change in the project owner, the obligations to submit documents and give undertakings under Article 21 must be assessed separately; where capacity is increased, the procedure under Article 20 applies.[12]
Alıca’s study on EIA, published on DergiPark, examines the preventive function of environmental assessment and issues of judicial review. For the due diligence of an investment project, this means that it is necessary to review not only the final page of the EIA decision but also the report, project capacity, coordinates, opinions of the authorities and undertakings on which the decision is based. Since the study was published in 2011, its description of the former legal framework should not be used as an account of the current procedure.[13]
As part of due diligence on the asset being acquired, claims challenging permits and court orders suspending administrative decisions should also be identified. The issuance of a permit does not eliminate the risk of environmental disputes. Legal, engineering and environmental due diligence should be carried out using the same underlying data concerning the area and the project.
5. The financial plan must account for the costs of maintaining the licence
In addition to the purchase price or the amount payable following an auction, the investment budget should separately account for licence fees, transfer fees, investment security, the State royalty (Devlet hakkı), rehabilitation obligations and the costs of using land and forest areas. These payments and obligations differ in their legal nature. Law No. 7554 amended the system of investment security and rehabilitation; the date on which the licence was issued and the transitional provisions are therefore relevant.[3]
In exploration projects in particular, merely declaring investment commitments is not sufficient. Activity reports, work actually performed and expenditure should be documented regularly, and the schedule of the authorised technical organisation and responsible specialists should be aligned with the company’s budget. A presentation of reserves prepared by the seller is no substitute for the reports in the administrative file or for work actually carried out at the site.
When applying for an extension, the deadlines for filing the application and remedying deficiencies under Article 24 of the Mining Law must be monitored separately. Under the general regime, the obligation to apply twelve months before expiry and the six-month threshold relevant to the application of sanctions serve different purposes. The special provisions applicable to the relevant mineral group should also be checked. Negotiations for the purchase do not suspend the running of the term of an existing licence.[1]
6. In the event of refusal or cancellation, the litigation strategy depends on the type of administrative act
For licensing matters, the general time limit for bringing an action, unless a special rule applies, is 60 days from the day following written notification. By contrast, disputes concerning auction-related acts and EIA decisions, other than administrative sanctions, which fall within Article 20/A of the Administrative Judicial Procedure Law, are subject to an expedited procedure with a 30-day time limit for filing a claim; the administrative application procedure under Article 11 does not apply. It should therefore not be assumed that continuing correspondence with the authority will preserve the time limit for judicial review in every case. The circumstances of notification, publication and actual knowledge must be assessed separately in each case.[14]
Filing an action does not automatically suspend the effect of an administrative act. To obtain a stay of execution, the applicant must establish both that the act is manifestly unlawful and that it would cause harm that would be difficult or impossible to remedy. The completeness of the application, deficiencies in the reasoning for the refusal and the specific harm to the investment project should be documented. The legal position of the Turkish company—as applicant or licence holder—and that of its foreign shareholder should not be treated as identical.[14]
The general practical lesson from the decisions discussed above is that litigation should not be the transaction’s only fallback protection. A successful challenge may require the authority to reconsider the matter. The purchaser should take this possibility into account in advance when setting the financing schedule, the long-stop date for completion and the mechanism for refunding the purchase price.
7. What should a foreign investor check before signing the agreement?
Sources and Case References
[1] Mining Law No. 3213, in particular Articles 2, 4–7, 13–17, 24, 30 and 46. The current text should be read together with the amending provisions. View source
[2] Foreign Direct Investment Law No. 4875, Articles 2–3; legislation database of the Ministry of Justice. View source
[3] Law No. 7554, adopted on 19 July 2025; Official Gazette (Resmî Gazete), 24 July 2025, No. 32965, in particular Articles 1, 3, 5 and 7–12. Text published by the Grand National Assembly of Türkiye. View source
[4] Regulation on Auctions for Mining Areas, Official Gazette, 12 March 2026, No. 33194, in particular Articles 2, 10–11, 17, 20–24 and 27. View source
[5] Mining Regulation (Maden Yönetmeliği), Official Gazette, 11 December 2022, No. 32040, in particular paragraphs 1–4 and 11 of Article 79 and Article 101; current text. View source
[6] Regulation Amending the Mining Regulation, Official Gazette, 31 July 2026, No. 33326, Article 2 (registry entries concerning rödövans agreements). View source
[7] Council of State, 8th Chamber, 23 December 2025, E.2024/4619, K.2025/10251. Transfer of a licence; judgment upholding the annulment with substituted reasoning; dissenting opinion on the reasoning. Official text. View source
[8] Council of State, 8th Chamber, 16 December 2025, E.2025/2617, K.2025/9941. Refusal to extend a licence; judgment upholding the annulment with substituted reasoning; dissenting opinion on the reasoning. Official text. View source
[9] Council of State, 8th Chamber, 9 October 2025, E.2022/2231, K.2025/7472. Failure to obtain a permit to use forest land; decision set aside and case remitted for reconsideration by majority vote. Official text. View source
[10] Council of State, 13th Chamber, 7 February 2022, E.2021/2847, K.2022/279. Refusal to approve auction results; first-instance judgment set aside and claim dismissed. Danıştay Kararlar Dergisi, 2022/10, p. 377 et seq. View source
[11] Ulusoy, Ali Dursun, “Maden Ruhsat ve İzinleri ve İdarenin Takdir Yetkisi” [Mining Licences and Permits and the Administration’s Discretion], AÜHFD, 73(4), pp. 2447–2484; year of issue: 2024, published online on 11 March 2025; in particular pp. 2453–2454. DOI: 10.33629/auhfd.1575029. View source
[12] Regulation on Environmental Impact Assessment, Official Gazette, 29 July 2022, No. 31907; text as amended on 5 March 2026, No. 33187, in particular Articles 5–7 and 17–21 and the transitional provisions. View source
[13] Alıca, Süheyla Suzan, “Çevresel Etki Değerlendirmesinin Yargı Kararları Çerçevesinde İrdelenmesi” [An Analysis of Environmental Impact Assessment in the Light of Judicial Decisions], Gazi Üniversitesi Hukuk Fakültesi Dergisi, XV(3), 2011, pp. 97–130 (listed on DergiPark under the journal’s current title). View source
[14] Administrative Judicial Procedure Law No. 2577, in particular Articles 7–11, 20/A and 27. Current version in the Ministry of Justice legislation database. View source
Investment in the mining sector requires a combined analysis of corporate, administrative and environmental law. The case law of the Council of State of Türkiye (Danıştay), the highest administrative court, reflects this reality: an administrative authority may not reject an application on abstract grounds, while an investor should not regard the outcome of an auction, the existence of a licence or a successful court challenge as sufficient authorisation to operate. This article examines the practical implications of that distinction, from the decision to acquire a licence through the transaction documents and any potential court proceedings.
1. First, establish an entity eligible to hold the licence
Article 6 of Mining Law No. 3213 permits mining rights to be granted to companies that have legal personality and are incorporated under the laws of the Republic of Türkiye. A foreign individual or a parent company incorporated under foreign law does not satisfy this requirement merely by investing in Türkiye. In practice, investments are structured through a Turkish company that is either newly incorporated or acquired. Establishing a branch is likewise not equivalent to creating a separate Turkish legal entity.[1]
Under the principles of freedom of investment and equal treatment set out in Article 3 of Foreign Direct Investment Law No. 4875, the share capital of a Turkish company may, as a general rule, be wholly owned by a foreign investor. Foreign participation does not, in itself, require the involvement of a Turkish shareholder. However, special regimes applicable to particular minerals must be examined separately. For example, Article 16 of the Mining Law provides for a specific TPAO participation requirement in companies holding licences for offshore deposits of coccolith, sapropel and hydrogen sulphide. Nor should it be assumed that the general licensing regime applies without qualification to boron and raw materials used in nuclear energy.[1][2]
The investor’s initial task is to put in place the company’s ownership and representation structure, confirm its eligibility to submit an application, arrange financing and establish the necessary authority for electronic filings. If land is to be acquired, the rules governing the acquisition of real estate by a company with foreign capital must be assessed separately. A mining licence does not automatically confer either ownership of the land or all the rights required to use it.
2. An initial application, an auction, a licence transfer and an acquisition of shares are different procedures
Initial application and auction. The method of obtaining mining rights depends on the mineral group and the legal status of the relevant area. Under Article 30, as amended by Law No. 7554, licences for Group I, Groups II(a) and II(c), Group III and Group V minerals are granted through auctions. Areas in Groups II(b) and IV may also be put up for auction where the statutory conditions are met. Accordingly, the rule that “the first applicant obtains the licence for available coordinates” does not apply to every area. When preparing the application, investors should take account of the new Regulation on Auctions for Mining Areas dated 12 March 2026 and, for Group I(a), the separate regime excluded from the scope of that Regulation.[3][4]
Direct transfer of a licence. A private-law agreement does not, by itself, transfer a licence to the purchaser. The procedures for obtaining the Ministry’s approval, satisfying the financial and technical requirements, and recording the transfer in the mining registry must be completed in accordance with Article 5 of the Mining Law and Article 79 of the Mining Regulation. A transfer does not extinguish liabilities relating to the licence that arose previously. A contractual undertaking by the seller to assume responsibility for debts and breaches does not restrict the statutory powers of the administrative authority.[1][5]
Acquisition of shares in the licence-holding company. Even where the existing company remains the licence holder, the transaction is not independent of administrative approvals. Paragraph 11 of Article 79 of the Mining Regulation requires Ministry approval for a transfer of more than 10% of the shares or equity interests where that transfer may change the ownership structure of the legal entity holding the licence. Consequently, in an acquisition of 100% of the share capital, completion of the procedures at the trade registry alone cannot be regarded as sufficient. Before closing, the ownership chain, the scope of the transaction and the approvals required must be identified.[5]
Rödövans agreements. Entering into an agreement for the operation of a deposit in return for a royalty (rödövans) does not amount to acquiring the mining rights. The purchase of a licence must be distinguished from a contractual right to operate the deposit. Due diligence should also verify the termination of any existing rödövans agreements and the removal of the relevant entries from the registry. An amendment dated 31 July 2026 abolished the requirement for a court judgment terminating the agreement to become final before a registry entry may be deleted upon a unilateral application; the requirement to obtain the court judgment itself remains in place.[6]
3. Four practical lessons from Council of State decisions
A. An unreasoned refusal to transfer a licence may be challenged; setting it aside does not itself effect the transfer
The decision of the 8th Chamber of the Council of State dated 23 December 2025, E.2024/4619, K.2025/10251, concerned a refusal to transfer a licence for an area in the Ilgın district of Konya Province, based on a decision of the Real Estate Commission. The Chamber held that a circular cannot add new conditions to a statutory authorisation regime and that administrative discretion must be based on specific factual and legal grounds. The court upheld the annulment of the refusals, setting out its own reasoning. However, the judgment does not itself transfer the licence: the Ministry must re-examine compliance with the legislation. A dissenting opinion was issued in relation to the reasoning on the Commission’s competence.[7]
The practical implication for a transaction is that payment of the full purchase price should not depend solely on the signing of the agreement or the judicial annulment of a refusal. Payment and closing conditions should be linked to obtaining the necessary administrative approval and completing the registration. If an application is refused, the complete application file and the reasons for refusal should be retained for any court proceedings.
B. A refusal to extend a licence must also be reasoned; an existing licence provides no unconditional guarantee
The 8th Chamber’s decision dated 16 December 2025, E.2025/2617, K.2025/9941, concerned a refusal to extend the term of a Group IV licence area in Elazığ. The Chamber found unlawful the administrative acts based solely on administrative discretion without specific reasons and upheld their annulment, setting out its own reasoning. It expressly stated, however, that setting aside the refusal does not mean that the extension application has thereby been granted.[8]
For an investor, this means that the valuation of an asset cannot be based solely on the volume of its reserves. The remaining term of the licence, the status of the extension procedure and any outstanding obligations affect both the price and the payment schedule. If the extension deadline is approaching, completion of the application documents and receipt of the relevant decision may be made separate conditions to closing.
C. Delays in obtaining permits do not always protect the licence holder
The 8th Chamber’s decision dated 9 October 2025, E.2022/2231, K.2025/7472, concerned a Group II(a) area for which, by the end of the ten-year licence term, a permit to use forest land had not been obtained. The lower court held the cancellation of the licence unlawful because the investor was not at fault. The majority of the Council of State set that decision aside, applying the consequence expressly provided for in paragraph 11 of Article 24, as worded on the date of the administrative act. The case demonstrates that taking steps to obtain a permit and actually completing the permitting procedure are matters with different legal significance. Following the reversal, the case was remitted for reconsideration.[9]
Applications for permits, notices of deficiencies and responses to those notices should therefore be monitored in a single compliance calendar. Where there is an administrative delay, its effect on the licence term and the appropriate form of legal protection must be assessed without delay. The decision was based on the provisions applicable to an earlier administrative act; its conclusions should not be transposed to new projects without comparing them with the permitting regime as amended in 2025.
D. The highest bid at an auction does not amount to a final entitlement to a licence
The 13th Chamber’s decision dated 7 February 2022, E.2021/2847, K.2022/279, concerned a refusal to approve the results of an auction for a Group IV area in Bingöl. Having regard to the price, competition and public interest, the Chamber held the refusal lawful in the circumstances of that case, set aside the first-instance judgment and dismissed the claim. Its approach to the Commission’s competence differs from that taken in the 8th Chamber decisions discussed above; the types of administrative acts challenged also differed.[10]
This decision should not be understood as recognising unlimited administrative discretion in all licensing matters. In academic literature, Ulusoy criticises the approach taken in the decision to the hierarchy of legal norms. For current transactions, Article 21 of the 2026 Regulation on Auctions must also be taken into account: auction results become final after approval by the General Directorate. An investor should assess the auction result together with the approval stages and the subsequent licensing process.[4][11]
4. In addition to the licence, verify the documents authorising mining operations
An exploration licence (arama ruhsatı), an operating licence (işletme ruhsatı) and an operating permit (işletme izni) are different documents. Even where an operating licence has been issued, the environmental, land-use and other permits applicable to the operation of the enterprise must be checked. It should not be assumed that the entire licensed area corresponds to the area in which mining is actually authorised. The extraction site, processing plant, waste-rock dumps, waste disposal facility, access roads and power supply must be assessed together.[1][9]
The 2025 amendments substantially restructured the permitting procedures. For certain non-forest areas listed in Article 7 of the Mining Law, where the relevant authority’s approval is obtained before the licence is issued, a three-month response period and a mechanism under which the permit is deemed granted after an additional month allowed by MAPEG—the General Directorate of Mining and Petroleum Affairs—are provided for. This does not mean that an authority’s silence constitutes approval in response to every application. A separate procedure applies to forests, while certain disputes concerning permits are subject to the statutory mechanism involving the Board (Kurul). Earlier decisions concerning the Real Estate Commission established by circular do not automatically displace the powers of this Board, which has a statutory basis.[3]
With regard to environmental impact assessment (EIA; ÇED in Turkish), the amendments of 5 March 2026 must also be taken into account. The categories of decisions and procedures under the current Regulation use terminology different from that used in the former “EIA Not Required” decisions (ÇED Gerekli Değildir). An earlier decision does not automatically extend to an increased capacity or an expansion of the project area. In the event of a change in the project owner, the obligations to submit documents and give undertakings under Article 21 must be assessed separately; where capacity is increased, the procedure under Article 20 applies.[12]
Alıca’s study on EIA, published on DergiPark, examines the preventive function of environmental assessment and issues of judicial review. For the due diligence of an investment project, this means that it is necessary to review not only the final page of the EIA decision but also the report, project capacity, coordinates, opinions of the authorities and undertakings on which the decision is based. Since the study was published in 2011, its description of the former legal framework should not be used as an account of the current procedure.[13]
As part of due diligence on the asset being acquired, claims challenging permits and court orders suspending administrative decisions should also be identified. The issuance of a permit does not eliminate the risk of environmental disputes. Legal, engineering and environmental due diligence should be carried out using the same underlying data concerning the area and the project.
5. The financial plan must account for the costs of maintaining the licence
In addition to the purchase price or the amount payable following an auction, the investment budget should separately account for licence fees, transfer fees, investment security, the State royalty (Devlet hakkı), rehabilitation obligations and the costs of using land and forest areas. These payments and obligations differ in their legal nature. Law No. 7554 amended the system of investment security and rehabilitation; the date on which the licence was issued and the transitional provisions are therefore relevant.[3]
In exploration projects in particular, merely declaring investment commitments is not sufficient. Activity reports, work actually performed and expenditure should be documented regularly, and the schedule of the authorised technical organisation and responsible specialists should be aligned with the company’s budget. A presentation of reserves prepared by the seller is no substitute for the reports in the administrative file or for work actually carried out at the site.
When applying for an extension, the deadlines for filing the application and remedying deficiencies under Article 24 of the Mining Law must be monitored separately. Under the general regime, the obligation to apply twelve months before expiry and the six-month threshold relevant to the application of sanctions serve different purposes. The special provisions applicable to the relevant mineral group should also be checked. Negotiations for the purchase do not suspend the running of the term of an existing licence.[1]
6. In the event of refusal or cancellation, the litigation strategy depends on the type of administrative act
For licensing matters, the general time limit for bringing an action, unless a special rule applies, is 60 days from the day following written notification. By contrast, disputes concerning auction-related acts and EIA decisions, other than administrative sanctions, which fall within Article 20/A of the Administrative Judicial Procedure Law, are subject to an expedited procedure with a 30-day time limit for filing a claim; the administrative application procedure under Article 11 does not apply. It should therefore not be assumed that continuing correspondence with the authority will preserve the time limit for judicial review in every case. The circumstances of notification, publication and actual knowledge must be assessed separately in each case.[14]
Filing an action does not automatically suspend the effect of an administrative act. To obtain a stay of execution, the applicant must establish both that the act is manifestly unlawful and that it would cause harm that would be difficult or impossible to remedy. The completeness of the application, deficiencies in the reasoning for the refusal and the specific harm to the investment project should be documented. The legal position of the Turkish company—as applicant or licence holder—and that of its foreign shareholder should not be treated as identical.[14]
The general practical lesson from the decisions discussed above is that litigation should not be the transaction’s only fallback protection. A successful challenge may require the authority to reconsider the matter. The purchaser should take this possibility into account in advance when setting the financing schedule, the long-stop date for completion and the mechanism for refunding the purchase price.
7. What should a foreign investor check before signing the agreement?
- Rights and time limits: the valid licence, registry entries, coordinates, mineral group, status of any extension, registered third-party rights and the complete administrative file.
- Ability to conduct mining operations: the operating permit, documents authorising the use of land and forests, EIA materials, the enterprise operating permit and whether all permits are consistent with the planned capacity.
- Existing liabilities: payment records for licence fees and the State royalty, rehabilitation status, security, inspection reports, suspensions of operations, fines and pending court proceedings.
- Technical verification: reserve reports, exploration and production data, the agreement with the authorised technical organisation and the findings of an independent technical review.
- Conditions to closing: approvals required for the transfer of the licence or shares/equity interests, registration and permitting steps, refund arrangements, security and termination rights if the transaction is not completed.
- Allocation of risk: the seller’s representations and warranties, disclosed exceptions, specific indemnities for losses arising from past breaches and security for the performance of those obligations.
Sources and Case References
[1] Mining Law No. 3213, in particular Articles 2, 4–7, 13–17, 24, 30 and 46. The current text should be read together with the amending provisions. View source
[2] Foreign Direct Investment Law No. 4875, Articles 2–3; legislation database of the Ministry of Justice. View source
[3] Law No. 7554, adopted on 19 July 2025; Official Gazette (Resmî Gazete), 24 July 2025, No. 32965, in particular Articles 1, 3, 5 and 7–12. Text published by the Grand National Assembly of Türkiye. View source
[4] Regulation on Auctions for Mining Areas, Official Gazette, 12 March 2026, No. 33194, in particular Articles 2, 10–11, 17, 20–24 and 27. View source
[5] Mining Regulation (Maden Yönetmeliği), Official Gazette, 11 December 2022, No. 32040, in particular paragraphs 1–4 and 11 of Article 79 and Article 101; current text. View source
[6] Regulation Amending the Mining Regulation, Official Gazette, 31 July 2026, No. 33326, Article 2 (registry entries concerning rödövans agreements). View source
[7] Council of State, 8th Chamber, 23 December 2025, E.2024/4619, K.2025/10251. Transfer of a licence; judgment upholding the annulment with substituted reasoning; dissenting opinion on the reasoning. Official text. View source
[8] Council of State, 8th Chamber, 16 December 2025, E.2025/2617, K.2025/9941. Refusal to extend a licence; judgment upholding the annulment with substituted reasoning; dissenting opinion on the reasoning. Official text. View source
[9] Council of State, 8th Chamber, 9 October 2025, E.2022/2231, K.2025/7472. Failure to obtain a permit to use forest land; decision set aside and case remitted for reconsideration by majority vote. Official text. View source
[10] Council of State, 13th Chamber, 7 February 2022, E.2021/2847, K.2022/279. Refusal to approve auction results; first-instance judgment set aside and claim dismissed. Danıştay Kararlar Dergisi, 2022/10, p. 377 et seq. View source
[11] Ulusoy, Ali Dursun, “Maden Ruhsat ve İzinleri ve İdarenin Takdir Yetkisi” [Mining Licences and Permits and the Administration’s Discretion], AÜHFD, 73(4), pp. 2447–2484; year of issue: 2024, published online on 11 March 2025; in particular pp. 2453–2454. DOI: 10.33629/auhfd.1575029. View source
[12] Regulation on Environmental Impact Assessment, Official Gazette, 29 July 2022, No. 31907; text as amended on 5 March 2026, No. 33187, in particular Articles 5–7 and 17–21 and the transitional provisions. View source
[13] Alıca, Süheyla Suzan, “Çevresel Etki Değerlendirmesinin Yargı Kararları Çerçevesinde İrdelenmesi” [An Analysis of Environmental Impact Assessment in the Light of Judicial Decisions], Gazi Üniversitesi Hukuk Fakültesi Dergisi, XV(3), 2011, pp. 97–130 (listed on DergiPark under the journal’s current title). View source
[14] Administrative Judicial Procedure Law No. 2577, in particular Articles 7–11, 20/A and 27. Current version in the Ministry of Justice legislation database. View source
