Method of Administrative Termination within the Framework of Law No. 6306, Art. 6/14 and Implementing Regulation, Art. 13/11

Paragraph (14) of Article 6 of Law No. 6306 is a special regulation that allows construction contracts signed between property owners and the contractor in urban transformation implementations to be deemed ex officio terminated through an administrative process under certain conditions. This provision differs from the classical private law termination mechanism. Here, the contract is not terminated merely by a unilateral declaration of will by one of the parties; rather, it shall be deemed ex officio terminated as per the law (Law Art. 6/14) upon the fulfillment of the material conditions stipulated in the law, the majority of property owners deciding in favor of termination, an application being made to the competent administration, the administration conducting a determination and investigation, a period and warning being given to the contractor, and upon the final check confirming that the conditions persist. Therefore, although this institution relates to a private law contract, it is a hybrid legal mechanism that operates through the administration’s determination and warning process.

The purpose of this system is to prevent property owners from being left in uncertainty regarding the contractor during the transformation process, especially to eliminate contractor behaviors that deadlock the project in cases where construction has not started or has been practically delayed, and to ensure that the transformation becomes operational again. The regulation’s provision also concretizes the same objective, detailing not only the grounds for termination, but also how the application should be made, which documents should be submitted, the order in which the administration will conduct its review, how much time will be given to the contractor at which stage, and the legal consequences after termination (Regulation Art. 13/11-a, b, c, ç, d, e, f, g, ğ).

1. Legal nature of the administrative termination method

The law states that “a decision for the termination of the contracts made can be taken by a simple majority of the owners in proportion to their shares”. After this, it is stipulated that an application will be made to the Presidency, the Presidency will make a determination, the contractor will be given thirty days, and if work is not started or continued despite this warning, the contracts will be considered “terminated ex officio” (Law Art. 6/14). This form of expression is very important. Because here, termination is not a process completed directly by the private law will of the owners; the majority of owners only initiates the process. The actual result arises automatically upon the fulfillment of the conditions stipulated by the law, after the determination and warning made by the administration. Therefore, this method can technically be described as an “administratively supervised legal termination mechanism”.

In this respect, the system in question differs from the provisions for termination or rescission due to default in the Turkish Code of Obligations. Because in the TCO, most of the time, the contracting party sends a warning to the other party and declares termination with its own will; whereas here, the administration’s determination, examination, and finally its warning are of constitutive importance. This point has been further clarified in the Regulation; first, the formal and substantive compliance of the application is checked, then written information-documents are requested from the contractor, followed by field inspections and institutional correspondence, a warning is finally issued, and after thirty days, a final on-site inspection is performed to make the determination that gives rise to the result (Regulation Art. 13/11-d, e).

2. Two main grounds for termination stipulated in Law Art. 6/14

The legislator has stipulated two separate material reasons for administrative termination. Firstly, after an agreement is reached unanimously or a decision is made by the simple majority of shareholders in proportion to their shares, the construction of the new building has not been commenced within one year due to reasons attributable to the contractor (Law Art. 6/14). Secondly, the construction work has been halted at a certain level and construction activities have not resumed for at least six months with the necessary team and equipment to complete the project (Law Art. 6/14). As can be seen, the first case is non-commencement, while the second case is abandonment or insufficient continuation..

The regulation attempts to address proof issues in practice by detailing these two reasons. Accordingly, for the first reason, merely stating “was not started within one year” is not sufficient; additionally, if there are performances that need to be fulfilled by the right holders before the construction work begins, these must have been fulfilled, there should be no judicial decision, administrative decision, administrative practice, or similar valid reason preventing the start of construction work, and the failure to start must genuinely stem from the contractor (Regulation art. 13/11-a-1). For the second reason, it must be established that the work has stopped and has not been continued for at least six months with equipment-personnel at a level required to complete the project; this must be demonstrated with findings, records, and registrations of the relevant administration, building inspection system records, photographs, satellite images, and similar information-documents (Regulation art. 13/11-a-2). Thus, the regulation seeks a state of delay or cessation supported by objective data, rather than an abstract claim of delay.

3. Meaning of the element “reasons originating from the contractor”

The legislator did not link termination to every kind of delay; specifically, it stipulated that the delay or cessation must originate from the contractor (Law art. 6/14). Therefore, if there are external obstacles such as owners not fulfilling their obligations, license processes not being completed due to missing owner-sourced documents, execution being halted by a court order, the municipality suspending the process, cancellation of zoning implementation, owner interventions leading to a construction stop record, or similar; it should not be possible to proceed with administrative termination merely because the period has expired. The Regulation also clearly confirms this; it further requires that there should not be a judicial decision, administrative decision, administrative application, or similar valid reason preventing the start of construction work (Regulation art. 13/11-a-1).

In this context, “reason originating from the contractor” should not be understood as a narrow concept limited only to faulty conduct. Reasons falling within the contractor’s scope, such as inability to secure financing, inability to establish an organization, inability to dispatch teams and equipment, failure to prepare technical aspects, failure to carry out license or project processes to the extent undertaken, physically abandoning the site, or suspending construction work for economic or commercial reasons, are also evaluated within this scope. Conversely, if there are objective obstacles for which the contractor is not responsible, the conditions for the administrative termination regime will not arise. The Regulation’s provision for correspondence with relevant institutions such as municipalities and social security institutions during the review is precisely for the healthy determination of this fault and causal link (Regulation art. 13/11-d).

4. How is the start of the one-year period calculated?

One of the most critical issues in practice is from which date the criterion of “non-commencement within one year” will be calculated. The Regulation has regulated this in detail (Regulation Art. 13/11-b). Accordingly, in cases where an agreement is reached with all owners, the date of the contract signed with the last owner with whom an agreement was reached is taken as basis; however, if this date is before the finalization of the risky building determination or the risky / reserve building area designation process, the starting date is not the contract date, but the date when the risky building determination became final or the area was designated. If the date of the contract signed with the last owner with whom an agreement was reached is after these processes, the starting date is that last contract date. In cases where a decision is made by the simple majority of shareholders in proportion to their shares, the start of the one-year period is the date of the simple majority decision (Regulation Art. 13/11-b).

This regulation indicates that the legislator and the drafter of the regulation take as a basis the moment when the obligation to commence construction work actually becomes due. This is because some contracts made before the risky building determination is finalized or the area is legally defined may not yet have created the legal basis for the application to actually begin. For this reason, the start of the period is evaluated not solely as the contract date, but together with the moment when the transformation application legally becomes effective. Thus, it is aimed to prevent both an early start of the period against the contractor and the creation of an indefinite period against the owners (Regulation Art. 13/11-b).

5. Six-month standstill and insufficient activity criterion

Regarding the second ground for termination, merely having limited activity at the construction site does not mean that the work is actually being carried out. The Law has adopted the criterion of “failure to continue construction activities with a level of team and equipment sufficient to complete the project” (Law Art. 6/14). This statement indicates that symbolic or superficial activities are not sufficient. The Regulation, in the same vein, stipulates that the state of cessation and the lack of a sufficient level for six months must be evidenced by the administration’s records, the building inspection system, photographs, satellite images, and similar proofs (Regulation Art. 13/11-a-2).

The criterion here is more functional than quantitative. In other words, the issue is not whether there are three workers on site; it is whether the existing team and equipment have the capability to reasonably complete that project. The Regulation explicitly stating that this discretion belongs to the Directorate or Administration conducting the review is a result of this (Regulation Art. 13/11-e). However, this discretionary power is not unlimited; it must be supported by concrete data, official reports, technical observations, and institutional records. Otherwise, the administrative action may be found unlawful during judicial review.

6. Majority of owners required for a termination decision

The Law has deemed it sufficient for the formation of the termination intent that a decision be made by a simple majority of owners based on their share percentages (Law Art. 6/14). The Regulation also reiterates the same majority, stipulating that a termination decision is not subject to any formal requirement (Regulation Art. 13/11-c). The point to note here is that the majority is determined not by the number of individuals, but by the share percentage. Therefore, a small number of owners may achieve the majority with a higher share percentage; conversely, a large number of owners may not achieve the majority with a lower share percentage.

The Regulation, while not imposing a formal requirement, has listed evidentiary means in an illustrative manner. Accordingly, documents such as signed minutes of decisions by agreeing owners, petitions for termination submitted by the simple majority of owners, or samples of contracts or powers of attorney indicating that the simple majority of owners have agreed with another contractor, can be used as proof of the termination intent (Regulation Art. 13/11-c). This regulation indicates that a notary requirement or a special meeting procedure is not sought in practice; however, the majority’s will must be demonstrated with auditable documents.

7. Application Authority and Required Contents of the Application File

According to the Law, after the majority of owners make a termination decision, an application is made to the Presidency to determine whether construction has started or is being carried out with sufficient equipment (Law Art. 6/14). The Regulation stipulates that this application must be made in writing to the Directorate or, if authority has been delegated, to the Administration, and that information and documents related to the termination decision and the grounds for termination must be appended to the application (Regulation Art. 13/11-ç). In other words, the application must contain two main elements: first, the termination decision demonstrating the majority’s will, and second, concrete data supporting the reason for termination.

In this context, a well-prepared termination file should include: owner list and share ratios, minutes of decision or petitions showing the majority, contract samples, risky structure detection or area identification documents, license / project / demolition / evacuation documents, building inspection records, process status letters from the municipality, SGK workplace and employee records, construction site photos, dated detection reports, satellite images if necessary, and notary warnings previously issued to the contractor if any. Although the Regulation does not individually mandate all these document types, the standard of proof it seeks practically requires the preparation of such a comprehensive file (Regulation Art. 13/11-a-2, ç, d).

8. Preliminary review by the administration: Formal and material threshold control

According to the Regulation, upon a termination application, it is first examined whether the application complies with the clauses regulating the grounds for termination, the rule defining the start of the period, and the majority condition (Regulation Art. 13/11-d). This stage is not merely a document check. The administration conducts a preliminary assessment to determine whether the one-year period has indeed expired, whether the six-month suspension condition has been met, whether the majority has been achieved, and whether the stated reason originated from the contractor. Without the application passing these basic thresholds, the warning stage for the contractor cannot be proceeded with.

This regulation is important; because the administration is not a passive authority that automatically implements every termination decision made by a simple majority of the owners. The law and regulation oblige the administration to conduct an investigation. Therefore, termination decisions made with insufficient examination carry the risk of annulment in administrative courts. Indeed, regarding administrative actions under Article 6 of Law No. 6306, the Constitutional Court specifically emphasizes that administrative actions must be open to judicial review and conducive to effective application. In decisions related to share sales under Law No. 6306, it has also been stated that the administration must demonstrate the basis and necessity of the action.

9. Requesting defense / explanation from the contractor

The regulation stipulates that if the application is deemed appropriate, written information and documents will be requested from the contractor regarding the reasons for not starting the construction work or not continuing it at a sufficient level, according to the termination grounds, and a fifteen-day period will be given for this (Regulation Art. 13/11-d). This provision is extremely important in terms of the right of defense and procedural guarantee. Because administrative termination leads to serious consequences for the contractor; therefore, the contractor must be able to present objections such as “I couldn’t start because the owner did not fulfill their obligations”, “permit is awaited”, “there is a court decision”, “the site stoppage was due to the municipality”.

In practice, this stage is the turning point of the process. This is because, in most disputes, parties blame each other for the source of the delay. The Regulation’s provision for a fifteen-day procedure to request an explanation indicates that the administration cannot make a decision based solely on a unilateral owner’s statement. Therefore, if the contractor’s defense is not taken at all, or is taken incompletely or improperly, or if termination is pursued directly without investigating concrete obstacles in the defense, the unlawfulness of the administrative act can be asserted. This point is crucial for the judicial review of the cause and procedure elements in administrative acts.

10. The administration’s obligation to investigate

The Regulation states that at the end of the fifteen-day period, “all kinds of examinations and investigations are carried out, including conducting an on-site inspection and corresponding with relevant institutions and organizations such as municipalities and social security institutions” (Regulation art. 13/11-d). This statement clearly sets forth the administration’s ex officio obligation to investigate. The administration cannot merely rely on the documents submitted by the parties; it must conduct a physical inspection on-site, investigate the license and implementation status from municipal records, the employee and construction site activity from SSI (Social Security Institution) records, the production level from the building inspection system, and, if necessary, the legal-contractual progress of the project from other institutions.

In this respect, the Regulation accepts that the administration is not only an “arbitrator” but also an “assessment authority”. Especially regarding the second reason for termination, the determination of whether there is “equipment and personnel at a level sufficient to complete the project” is a technical evaluation; therefore, the administration’s review should not be superficial but based on the field and documents. Actions to the contrary may constitute unsubstantiated or unreasoned administrative acts. Regarding other administrative acts within the scope of 6306, the Constitutional Court also considers whether the legal basis of the act is still valid and whether the administrative act can be subjected to sufficient appeal procedures. If the underlying act is annulled, the subsequent act dependent on it may also lose its legal basis.

11. Thirty-day warning and last chance mechanism

If the administration determines, as a result of its investigation, that the conditions for termination have been met, it warns the contractor, giving them a thirty-day period, to start the work or continue it with equipment and personnel at a level sufficient to complete the project; otherwise, it notifies that the contracts will be terminated ex officio as of the expiration date of this period (Law Art. 6/14; Regulation Art. 13/11-e). This warning is a mandatory element of the administrative termination regime. A direct termination outcome cannot be reached. In other words, the legislator has granted the contractor one last “correction / remedy opportunity”.

The point to note here is that merely a token activity beginning within the thirty-day period is not sufficient. Especially regarding the second reason for termination, when the law and regulation are read together, what is sought is a real, sustainable activity capable of completing the project. Indeed, the Regulation states that a re-inspection will be carried out on site at the end of thirty days and the discretion regarding whether work is continuing with sufficient personnel and equipment belongs to the Directorate or the Administration (Regulation Art. 13/11-e). This means that a limited activity for a few days after the first warning may not be considered sufficient by the administration. What is important is whether the work has truly gotten back on track.

12. The moment of deemed ex officio termination

The Law stipulates that if work is not started or continued despite the warning, the contracts shall be deemed ex officio terminated as of the date the thirty-day period ends, without the need for an additional warning (Law Art. 6/14). The Regulation also states, in the same vein, that if, during the final inspection carried out at the end of thirty days, it is determined that work has not commenced or is not progressing at a sufficient level, the contracts shall be deemed ex officio terminated as of the same date, without requiring the consent of the parties concerned, and this shall be notified to the owners and the contractor (Regulation Art. 13/11-e).

The moment this outcome arises, there is no longer a need to await a notary’s termination, the counterparty’s consent, or a court decision. However, this does not mean that the process is beyond judicial review. On the contrary, the chain of administrative determinations and warnings leading to this deemed *ex officio* termination is open to administrative judicial review to the extent that it qualifies as an administrative act. The Constitutional Court’s (AYM) approach regarding administrative acts under Article 6 of Law No. 6306 is also that effective application and judicial review must be ensured. For this reason, both property owners and the contractor can apply to the administrative judiciary with a claim of unlawfulness regarding the procedure or the grounds.

13. Deletion of the Title Deed Annotation

According to the Law, after termination, construction contracts annotated in the immovable properties’ registry are deleted upon the request of the owners or the Presidency (Law Art. 6/14). The Regulation reiterates this, stating that the land registry office will carry out the deletion upon the request of the owners, the Directorate, or the Administration (Regulation Art. 13/11-f). This outcome shows that the institution of termination is not merely theoretical; it produces a direct result that is reflected in the land registry and affects the legal circulation of the immovable property.

The deletion of the annotation is particularly important because, often, it is not possible to establish a sound contractual framework with a new contractor without removing the contract annotation established with the existing contractor. Therefore, the practical purpose of the administrative termination mechanism is not only to liquidate the unsuccessful contractor but also to ensure the continuation of the transformation project on a new legal basis. Furthermore, the last paragraphs of the Regulation also specify how new decisions regarding post-termination procedures will be made (Regulation Art. 13/11-ğ).

14. Works Completed, Shares Transferred, and Payments Made Until the Termination Date

The Law and the Regulation together stipulate that **general legal provisions shall apply** regarding the works performed until the termination date, transferred shares, payments made, and other matters (Law Art. 6/14; Regulation Art. 13/11-g). This provision clearly indicates that administrative termination and private law liquidation are distinct. The administrative process terminates the contract; however, it does not automatically resolve issues such as receivables, compensation, unjust enrichment, incomplete performance, defective work, the legal fate of transferred shares, set-offs, and reconciliations that have arisen between the parties until that date. For these, general legal remedies are pursued.

Therefore, when an administrative termination decision is made, it does not mean that **“everything is reset”. For instance, the cost of the constructions genuinely carried out by the contractor and beneficial to the owners, the return of transferred shares or the fate of their value, the set-off of advances and additional payments, and claims for penalty clauses or damages may also be subjects of dispute. The legislator has deliberately left this area to “general legal provisions”. Thus, the administration’s duty is to liquidate the contract, which led to the project’s deadlock, from a public order perspective; while leaving the private law reconciliation to judicial or contractual settlement.

15. Inability to reclaim rental assistance

The Law explicitly stipulates that rental assistance payments made by the contractor to beneficiaries until the termination date cannot be reclaimed from the beneficiaries (Law Art. 6/14). The Regulation also reiterates the same provision (Regulation Art. 13/11-g). This regulation is extremely protective. Because if the rental assistance received by owners due to their housing needs after eviction during the transformation process were to be retrospectively reclaimed simply because the contract was terminated, the owners’ hardship would multiply. The legislator has prevented this.

This provision also demonstrates the social purpose of the administrative termination method. The law aims not only at contractual balance but also at protecting owners who are victims of urban transformation. Therefore, the burden of the contractor’s failure cannot be shifted back to the owners by means of refunding rent assistance paid in the past.

16. Deciding on a new implementation after termination

The Regulation stipulates that applications to be made after the termination process will be decided by the absolute majority of shareholders in proportion to their shares, and the shares of those who do not participate in this decision will be sold by open auction within the scope of the first paragraph of Article 6 of the Law (Regulation Art. 13/11-f). This provision indicates that the final stage of administrative termination is essentially a transition to a new implementation. The aim is not merely to terminate the existing contract; it is to continue the transformation with a new contractor, a new project, a new financing model, or a new implementation framework.

Here, the general system of Article 6 of Law No. 6306 comes into play. Indeed, in the Constitutional Court’s decisions regarding share sales within the scope of Law No. 6306, Article 6, it was emphasized that these processes are direct administrative acts, can be subjected to administrative judicial review, and if the underlying action is unlawful, subsequent actions may also lack legal basis. In the decision of Selvi Karakoçoğlu et al., it was accepted that the subsequent share sale lost its legal basis because the underlying parcel merger operation was annulled. In the decision of Hanife Yıldız Torum and Nimet Filiz Seven, it was considered important that the administration demonstrate the “last resort” nature of the sale process under Law No. 6306 and that this be reviewable by the administrative court. This approach is also guiding for the chain of new implementations to be established after administrative termination. Potential lawsuit and objection headings in administrative termination.

The main legal disputes that may arise during the administrative termination process are: whether the majority was actually achieved; whether the shares were calculated incorrectly; whether the start of the one-year period was incorrectly determined; whether the fault was attributed to the contractor even though the right holders did not fulfill their preliminary obligations; whether municipal or court-imposed obstacles were disregarded; whether the six-month standstill and insufficient equipment/team fact was not sufficiently proven; whether the contractor’s defense was not taken or evaluated; whether an on-site inspection was not carried out; whether the thirty-day warning was not properly given; whether the actual situation was not determined in the final check; whether the land registry annotation was illegally cancelled after the ex officio termination notice. All these points can be discussed within the framework of the elements of reason, procedure, authority, subject, and purpose of Law Art. 6/14 and Regulation Art. 13/11.

Conclusion

Consequently, when Article 6, paragraph (14) of Law No. 6306 and Article 13, paragraph (11) of the Implementing Regulation are evaluated together, it is seen that a special, strict, and multi-stage administrative termination regime has been established for the termination of construction contracts signed between property owners and contractors in urban transformation projects. Under this regime; first, the intent to terminate must be formed with the appropriate majority, then the material conditions must be presented with concrete evidence, an application must be made to the Directorate or the authorized Administration, a written explanation must be obtained from the contractor, a detailed examination must be carried out on-site and in the records, then a thirty-day warning must be given as a final chance, and only if the work does not start or continue at a sufficient level despite this, the contract shall be deemed terminated ex officio by law (Law Art. 6/14; Regulation Art. 13/11-a, b, c, ç, d, e). After termination, the land registry annotation is cancelled; in return, general legal provisions apply to the works done, payments made, and shares transferred until the termination; rent assistance cannot be reclaimed; and the new implementation is again decided by a majority of shares and shareholders (Law Art. 6/14; Regulation Art. 13/11-f, g, ğ).

Frequently Asked Questions

Kentsel dönüşümde müteahhit sözleşmesi idari yolla feshedilebilir mi?

Evet. 6306 sayılı Kanun ve Uygulama Yönetmeliği kapsamında, belirli şartların gerçekleşmesi hâlinde hak sahipleri, hisseleri oranında salt çoğunlukla karar alarak idari fesih sürecini başlatabilir. Ancak bu süreç, doğrudan tek taraflı fesih değil; ilgili idarenin incelemesi, müteahhide süre verilmesi ve kanundaki şartların oluştuğunun tespiti ile ilerleyen özel bir prosedürdür.

Müteahhidin işe başlamaması hâlinde kentsel dönüşüm projesi nasıl feshedilir?

Eğer bütün maliklerle anlaşma sağlanmasından veya hisseleri oranında salt çoğunlukla karar alınmasından sonra, müteahhitten kaynaklanan sebeplerle bir yıl içinde yapım işine başlanmamışsa, hak sahipleri idareye başvurarak fesih talebinde bulunabilir. Ancak maliklerin kendi yükümlülüklerini yerine getirmiş olması ve gecikmenin gerçekten müteahhitten kaynaklanması gerekir.

İnşaat başladıktan sonra yarım kalırsa idari fesih mümkün müdür?

Evet. Yapım işi belirli bir seviyede durdurulmuşsa ve en az altı aydır projenin tamamlanmasını sağlayacak düzeyde ekip ve ekipmanla inşai faaliyet sürdürülmüyorsa, bu durum idari fesih sebebi olabilir. Bu aşamada fotoğraflar, yapı denetim kayıtları, idari tutanaklar ve benzeri belgeler büyük önem taşır.

Kentsel dönüşümde idari fesih için oybirliği mi gerekir?

Hayır. Kanundaki bu özel fesih yolunda, hisseleri oranında maliklerin salt çoğunluğu yeterlidir. Burada kişi sayısından çok arsa payı ve hisse oranı esas alınır. Bu nedenle çoğunluğun doğru hesaplanması, sürecin geçerliliği bakımından kritik önemdedir.

İdari fesih sonrası eski müteahhitten alınan kira yardımı geri istenir mi?

Hayır. Kanun açık biçimde, fesih tarihine kadar müteahhit tarafından hak sahiplerine ödenen kira yardımlarının geri talep edilemeyeceğini düzenlemektedir. Ancak feshe kadar yapılan işler, ödemeler, devredilen hisseler ve diğer alacak-borç ilişkileri bakımından genel hukuk hükümleri uygulanır.

Why is Expert Lawyer Support Necessary?

Disputes with contractors in urban transformation projects are not merely a matter of contract law; they are also a multi-layered field involving administrative law, land registry law, shareholder majority, the risky building process, annotation cancellation procedures, and litigation strategy. Therefore, incorrect management of the process can lead to the rejection of beneficiaries’ termination requests, the existing contract remaining valid, or significant loss of rights in subsequent lawsuits. Expert support is crucial, especially for the correct calculation of the majority, proving the grounds for termination with concrete evidence, preparing the application to the administration in accordance with procedures, anticipating potential objections from the contractor, and properly structuring the new implementation process after termination. At this point, the support of an Istanbul urban transformation lawyer, Tuzla urban transformation lawyer, Pendik urban transformation lawyer, and Gebze urban transformation lawyer provides a significant advantage, particularly in terms of practical expertise and regional experience. In urban transformation disputes, obtaining professional legal support from 2M Hukuk Avukatlık Ofisi (2M Law Office) is extremely valuable for beneficiaries to manage the process safely and effectively, preventing procedural errors and loss of rights.