AMENDMENT OF THE REGULATION ON SHOPPING CENTERS WITH IMPLICATIONS ON RETAIL STORES

The Regulation regarding the shopping centers (in Turkish, “Alışveriş Merkezleri Hakkında Yönetmelik”, hereinafter referred to as the “Regulation”) has been issued by the Ministry of Trade (the “Ministry”), published in the Official Gazette dated 26 February 2016 and numbered 29636.

As a summary, we would like to submit it to your information that the Regulation aims at determining the features and characteristics of the shopping centers and establishing the procedures and the principles applicable to the inauguration, the activities and the control of the shopping centers. Furthermore, the Regulation provides the rights and obligations of the owner of the shopping center, the management of the shopping center, as well as the rights and obligations of the competent authorities and all other relevant institutions and organizations.

The new Regulation on the amendment of the Regulation regarding Shopping Centers (in Turkish, “Alışveriş Merkezleri Hakkında Yönetmelikte Değişiklik Yapılmasına Dair Yönetmelik, the “Amending Regulation”) has been published in the Official Gazette dated 8 May 2025 numbered 32894 and has entered into force as of the same date.

Although the Amending Regulation primarily focuses on the management of shopping centers; particularly with respect to their design, licensing, and the creation and allocation of common use areas and related costs, also introduces certain amendments that may have implications for the retail stores operating within these shopping centers.

In this regard, we would like to draw attention to the following key amendments with respect to the retail stores located in shopping centers:

• • The Amending Regulation defines the common areas (in Turkish, “ortak kullanım alanı”). Accordingly, any areas in a shopping center that (i) can be directly and jointly used by persons (i.e. social and cultural activity areas, emergency medical units, baby care rooms, restrooms, children’s play zones) and (ii) remain outside accommodation, storage, production areas and workplaces, will be considered as a common area within the scope of the Regulation.
  • Common areas shall be created in the shopping center free of charge. Areas such as the exterior façade and roof that are not directly accessible shall not be considered common areas within the scope of this Amending Regulation. In order to limit the use of the shopping center’s parking area to customers and retail stores operating within the shopping center, time-based fees may be charged by the shopping center management.
  • The Amending Regulation repealed the second paragraph of Article 7 of the Regulation which was providing that “Social and cultural events shall be announced at least seven days in advance in visible areas of the shopping center and, if available, on its website.”
  • In addition, Article 11 of the Regulation has been amended to revise the scope and content of the annual common income and expense report. Accordingly, the shopping center management must submit a report regarding the common income and common expenses (in Turkish, “ortak gelir ve gider raporu) to the retail stores on an annual basis, until the end of April of the relevant year. The same report must be sent with the supporting documents to the Ministry’s registered electronic mail (KEP) address by the same Shopping Center Management or owner, until the end of May of the relevant year.
  • Copies of the documents forming the basis of the report, such as income and expense records and service contracts, shall be provided within fifteen (15) days upon request to retail stores that contribute to common expenses. The report shall include at a minimum:
    1. The name and contact information of the shopping center and the reporting period.
    2. The name, title, contact details, tax office, and tax number of the shopping center’s ownerand management.
    3. The sales area of the shopping center.
    4. The number of large stores, number of occupied and vacant commercial units, and the sales areas of these units.
    5. The type, number, and total size of common use areas.
    6. Common income and expenses, with types and amounts specified separately.
    7. Common expense amount per unit sales area.
    8. The total amount of common expenses to be allocated, the portion paid by retail stores, and the portion paid by the owner on behalf of vacant units and retail stores.
    9. A table showing each retail store’s name, title, sales area, calculated common expense contribution, portion paid by the owner, advances received from these stores, and net amounts paid or refunded after reconciliation.
    10. A meter layout showing meter numbers for utilities like electricity, water, and natural gas related to common expenses.

  The compliance of these reports with the principles set out under the Regulation will be audited by an independent auditor authorized by the Public Oversight Accounting and Auditing Standards Authority (in Turkish, “Kamu Gözetimi, Muhasebe ve Denetim Standartları Kurumu”).

Our Law Firm remains at your disposal for any further clarifications you may need.

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