On 8 May 2025, a regulation amending the Regulation on Shopping Centers (the "Amendment Regulation") was published in the Official Gazette and entered into force. The Amendment Regulation mainly aims to limit usage of "shopping center" phrases on projects that are not qualified as shopping centers under the Regulation on Shopping Centers (the "Regulation") and govern usage principles of common areas in shopping center.
The Amendment Regulation introduced a definition for common areas. Accordingly, any areas in a shopping center that (a) can be directly and jointly used by individuals (e.g., social and cultural activity areas, emergency medical units, baby care rooms, restrooms, children's play areas) and (b) remain outside accommodation, storage, production areas and workplaces, will be deemed a common area within the scope of the Regulation. Areas such as exterior facades and roofs that are not directly accessible for use are not considered common areas under the Regulation. The shopping center management is entitled to charge fees for time-limited use of the shopping center parking lot to restrict its use by individuals, other than customers and retailers within the shopping center.
The Amendment Regulation indicates that common areas must be created for free use in the shopping center. If the shopping center project does not include common areas, the relevant authorities will not grant a construction license and thus the construction cannot be completed in accordance with legislation.
Another important novelty introduced by the Amendment Regulation is that shopping center owners are not authorized to use the phrase "shopping center" in their projects unless they meet the criteria stipulated under the Regulation. Under the Regulation, a project (i) located within a building or group of buildings, (ii) having a selling space of 5,000 square meters, (iii) providing food and beverage, amusement, cultural services and similar needs; and containing at least ten workplaces, including at least one large retailer, or at least thirty workplaces in the absence of a large retailer, (iv) including common areas listed under the Regulation and (v) a centralized management, is deemed a "shopping center". In this regard, if a retail project does not comply with these requirements, the project owners will not be able to use "shopping center" in their retail projects.
In addition, under the Regulation, the shopping center management must submit a report for common expenses and common income to the retailers on an annual basis. The Amendment Regulation stipulates that the management must also submit the same report to the Ministry of Trade (the "Ministry") and the compliance of these reports with the principles set out under the Regulation will be audited by an independent auditor authorized by Public Oversight Accounting and Auditing Standards Authority.
If project owners/developers do not comply with these requirements, they may be subject to significant administrative fines. The number of projects in the Republic of Turkey which include the phrase "shopping center" even though they do not comply with the requirements set out under the Regulation is significantly high. The Amendment Regulation indicates that the Ministry intends to follow up this matter more closely. In this regard, shopping center owners and managements should implement the changes introduced by the Amendment Regulation as soon as possible to avoid any administrative fines and potential project developers should carefully review these new amendments before proceeding with their retail projects to avoid any complications.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
