1. Introduction
This study addresses the legal procedures that domestic and foreign investors wishing to operate in free zones in Turkey must follow. The main objective of the study is to explain the conditions and procedures for obtaining an “operating license” and the process of “acquisition of premises (rental, usufruct right, etc.)” required for these activities, within the framework of Law No. 3218 on Free Zones and related legislation. Free zones are special economic areas established with strategic objectives such as “promoting export-oriented investment and production, accelerating foreign direct investments and technology inflow.” Licensing and land allocation, which are the cornerstones of the system established to achieve these goals, are subject to a specific administrative process. This study outlines the steps of the said process, the relevant institutions, and the rights and obligations of the parties.
2. Procedure for Obtaining an Operating License
The operating license is a mandatory permit for an investor to benefit from incentives in the free zone and to operate legally. The process involves a multi-stage administrative procedure.
Application Authority and Applicants: The process begins with the investor’s application. Persons eligible to apply are clearly stated in the law: “domestic or foreign real or legal persons will be able to operate in free zones, provided they obtain a license from the Ministry of Trade”. The initial point of contact for the application is the Free Zone Directorate of the relevant zone.
Evaluation Process: The application is not finalized by a single authority. After receiving the application, the Free Zone Directorate “after obtaining the opinion of the free zone operator and the zone’s founder and operator, forwards the application, along with its own opinion, to the General Directorate of Free Zones”. This indicates that the process requires coordination between local and central authorities. The final decision-making authority is the General Directorate of Free Zones, which is affiliated with the Ministry of Trade.
Finalization of the Application: As a result of the evaluation carried out by the General Directorate, two possibilities arise:
Rejection: “If the application is not deemed suitable, this situation is communicated in writing to the applicant, and the application fee is refunded”.
Pre-Approval and Workplace Provision Condition: “If the application is deemed appropriate, the applicant is notified in writing and given a thirty-day period to submit a copy of the contract for the provision of the workplace where they will conduct their activities, along with other required documents, to the General Directorate. This finding clearly indicates that the final issuance of the operating license is contingent upon the investor proving that they have secured a workplace in the region.”
Final Licensing: If the investor submits documents such as a lease agreement within the given 30-day period, an operating license is issued to the applicant. The person who obtains this license legally acquires the status of “user.” If the deadline is not met, “the file is withdrawn from processing, and the application fee is recorded as revenue.”
3. Conditions for Renting and Allocating Space in the Free Zone
The provision of a workplace, an integral part of the operating license process, has a flexible structure offering various options to the investor. Investors can secure the workplace where they will conduct their activities through different legal methods. The most frequently applied methods are leasing and establishing a usufruct right.
Approval of Contracts: Lease or sales contracts made by the investor with the zone operator or founder/operator are also subject to administrative approval. Among the duties of the Free Zone Directorate is “to approve lease and sales contracts made by individuals whose operating license applications have been deemed appropriate.”
Role of the Zone Operator: In free zones operated by the private sector (build-operate-transfer or operating contract models), the zone operator plays a key role in providing land. The operator has the authority to “determine and implement the procedures and principles regarding the leasing or otherwise making available for use of free zone land, buildings, and facilities, as well as their demolition and reconstruction.” Special conditions and tariffs related to leasing are determined in the main contract made between the administration and the operator.
Legal Nature of the License: The operating license is more than a simple permit; it is a “conditional license” or “specified license.” This means that in addition to granting the license holder certain rights (e.g., benefiting from incentives), it also imposes obligations that must be adhered to. No real or legal person can benefit from free zone incentives without obtaining an operating license. This indicates that the license is key to economic activity within the zone.
Integrity of the Administrative Process: Obtaining an operating license and leasing land are two interdependent processes that cannot be considered separately. An investor cannot enter into a meaningful lease agreement without receiving pre-approval for the license application; similarly, they cannot obtain the final license without presenting an approved lease agreement. This structure is a control mechanism aimed at ensuring that only serious investors ready to commence operations enter the zone.
Flexible Allocation Models: The fact that the legislator offers investors different models such as leasing, usufruct rights up to 49 years, and build-operate-transfer, indicates that free zones have an investor-friendly structure. This flexibility aims to attract domestic and foreign investors with different capital and project sizes.
Distribution of Roles between State and Private Sector: Different models (by the state, by the private sector, build-operate-transfer) are applied in the establishment and operation of free zones. This situation may lead to changes in the counterparty (direct administration or zone operator) and lease terms during the land leasing process. However, in all cases, the ultimate inspection and approval authority lies with public authorities such as the General Directorate of Free Zones and the Free Zone Directorate.
Why is an Expert Lawyer’s Opinion Necessary?
Obtaining an operating license and leasing land in a free zone is not a simple lease agreement process. Since both the licensing and land allocation stages involve technical matters such as administrative procedures, time-limited applications, and public-private sector cooperation agreements, these transactions must definitely be carried out under the supervision of an experienced lawyer. Incorrect or incomplete applications can lead to the rejection of the investment or significant delays. Especially for individuals and institutions planning free zone investments in regions with high industrial and commercial activity such as Tuzla, Pendik, Kartal, Maltepe, Gebze, Tepeören, Orhanlı, and Çayırova, obtaining professional consultancy from a Tuzla lawyer specialized in free zone and investment law is critically important to prevent loss of rights and interests.
